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Sample Business Contracts

Asset Purchase Agreement - Warthog plc and Tiger Telematics Inc.

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THIS AGREEMENT is dated the            day of                   2004 and made
BETWEEN:

(1)   WARTHOG PLC a company  registered in England & Wales under company  number
      04066354 whose registered  office is at 10 Eden Place,  Cheadle,  Cheshire
      SK8 1AT (the "Seller");

(2)   TIGER TELEMATICS INC a company  registered in the USA under company number
      0001065581  whose registered  office is at 10201 Centurion  Parkway North,
      Suite 600, Jacksonville, FL 32256, Florida, USA (the "Buyer"); and

(3)   THOSE  PERSONS  named in Part II of SCHEDULE 1, being the directors of the
      Seller at Completion (the "Directors")

WHEREAS:

The  Seller  wishes to sell and the Buyer  wishes to acquire  the entire  issued
share capital of the  Companies  and the  Transferred  WGL  Indebtedness  on and
subject to the terms of this Agreement.

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

      1.1.  Definitions

      In this Agreement,  unless the context otherwise  requires,  the following
      words and expressions shall have the meanings set opposite them:

      "AB"                                means  42-Bit-AB,   brief  details  of
                                          which   are  set  out  in  Part  I  of
                                          SCHEDULE 2;

      "Affiliate"                         means:

                                          (a)  in respect of any body corporate,
                                               a body  corporate which   is  its
                                               subsidiary or holding company, or
                                               a  body  corporate  which  is   a
                                               subsidiary   of    that   holding
                                               company   (and  each   such  body
                                               corporate); and


                                          (b)  in respect of any individual, any
                                               person   connected    with   that
                                               individual;

      "Audited Accounts"                  means the audited consolidated balance
                                          sheet of the Warthog  Group made up as
                                          at the  Balance  Sheet  Date  and  the
                                          audited  consolidated  profit and loss
                                          account  of  the   Warthog   Group  in
                                          respect of the financial year ended on
                                          the Balance Sheet Date  including,  in
                                          each   case,   the   notes,   reports,
                                          statements and other  documents  which
                                          are,  or would be  required  by law to
                                          be,  annexed to them and to be sent or
                                          made  available  to  members  for that
                                          financial year,  complete and accurate
                                          copies of all of which are  annexed to
                                          the Disclosure Letter;


                                       1
<PAGE>


      "Balance Sheet Date"                means 31 March 2004;

      "Business Day"                      means a day (other  than a Saturday or
                                          Sunday)  on which  banks  are open for
                                          ordinary banking business in London;

      "the Buyer's Accountants"           means Smith & Williamson  Limited of 1
                                          Bishops  Wharf,  Guilford,  Surrey GU1
                                          4RA or such  other  firm of  chartered
                                          accountants nominated by the Buyer;

      "Buyer's Group"                     means   the  Buyer  and  each  of  its
                                          Affiliates;

      "Buyer's Solicitors"                means Manches LLP,  Aldwych House,  81
                                          Aldwych, London WC2B 4RP;

      "Cash Deposit"                      means  the  sum of  150,000  GBP to be
                                          transferred  by  the  Buyer  into  the
                                          Escrow  Account  in  accordance   with
                                          Clause 4.3.2;

      "Companies"                         means those  companies,  brief details
                                          of  which  are  set  out in  Part I of
                                          SCHEDULE  2; and  "Company"  means any
                                          one of them;

      "Companies Acts"                    means  statutes  from  time to time in
                                          force concerning  companies  including
                                          (without limitation) the Companies Act
                                          1985,  the Companies Act 1989,  Part V
                                          of the  Criminal  Justice Act 1993 and
                                          the      Companies       Consolidation
                                          (Consequential Provisions) Act 1985;

      "Companies' Directors"              means the  persons  named in Part I of
                                          SCHEDULE   2  as   directors   of  the
                                          Companies;

      "Completion"                        means   completion  of  the  sale  and
                                          purchase  of the Sale  Shares  and the
                                          Transferred   WGL    Indebtedness   in
                                          accordance with Clause 4;

      "Completion Date"                   means the date of this Agreement;

      "Consideration Stock"               means the common stock at $0.01 in the
                                          Buyer to be issued in accordance  with
                                          Clause 3.1.2.b);

      "Continuing Directors"              means the  persons  named in Part 1 of
                                          SCHEDULE  2  as  continuing  directors
                                          following completion;


                                       2
<PAGE>


      "Contracts Assignment"              means the agreement in the agreed form
                                          between the Seller and WGL under which
                                          the Seller  agrees to  transfer to WGL
                                          the  benefit  and  burden  of  certain
                                          contracts;

      "Determination Date"                means   the  date   falling   14  days
                                          following  the  expiry of the  enquiry
                                          period  open to the Inland  Revenue in
                                          relation to the tax  computations  for
                                          the relevant accounting period;

      "Disclosure Letter"                 means the letter in agreed  form dated
                                          the same  date as this  Agreement  and
                                          written and delivered by the Seller to
                                          the Buyer;

      "Documentation"                     means  all  the  user   documentation,
                                          manuals   and/or    written    product
                                          specifications for a Game;

      "Dormant Companies"                 means   Phatfish   Limited,    Warthog
                                          Property       Limited,        Warthog
                                          Entertainment   Limited   and  Roadhog
                                          Games Limited;

      "Employees"                         has the  meaning  given  in  Paragraph
                                          16.2.1 of SCHEDULE 3;

      "Encumbrance"                       includes   (without   limitation)  any
                                          interest   or  equity  of  any  person
                                          (including   any  right  to   acquire,
                                          option or right of pre-emption) or any
                                          mortgage,    charge,   pledge,   lien,
                                          assignment,   hypothecation,  security
                                          interest  (including  any  created  by
                                          law),   title   retention   or   other
                                          security  agreement or  arrangement or
                                          any rental, hire purchase, credit sale
                                          or  other  agreement  for  payment  on
                                          deferred terms;

      "ERA 1996"                          means the Employment Rights Act 1996;

      "Escrow Account"                    means  an  interest   bearing  deposit
                                          account  in  the  joint  names  of the
                                          Seller's  Solicitors  and the  Buyer's
                                          Solicitors  to be opened in accordance
                                          with Clause 7;

      "Existing Banking Facilities"       means the facilities made available to
                                          the  Warthog  Group  by HSBC  Bank Plc
                                          pursuant to the letters from HSBC Bank
                                          Plc  dated  19  October  2004  and  21
                                          October   2004   namely   (i)  a  loan
                                          of  100,000 GBP  made available to the
                                          Seller;   (ii)  a   forward   exchange
                                          contract and currency  option facility
                                          made  available  to WGL and Zed Two in
                                          the  sum  of  600,000  GBP;   (iii)  a
                                          business card facility made  available
                                          to the  Seller,  WGL and Zed Two;  and
                                          (iv)  a  facility  to  utilise  HSBC's
                                          Electronic Banking service, Hexagon,


                                       3
<PAGE>


                                          for  supplier  payments and payment of
                                          salaries;  "FPSI"  means  Fever  Pitch
                                          Studios  Inc,  brief  details of which
                                          are set out in Part I of SCHEDULE 2;

      "Games Content"                     means   without    limitation    those
                                          copyrightable  aspects of a particular
                                          Game  that  may  be  perceived  by the
                                          user,  including,  without limitation,
                                          artwork,  sound,  graphic and/or music
                                          files,   audio  visual   elements  and
                                          displays,   user   interface,   logos,
                                          trademarks,   characters   and  names,
                                          dialogue, story line and data;

      "Games"                             means  all those  entertainment  video
                                          games   that   have  been  or  are  at
                                          Completion  in the  process  of  being
                                          developed  by the  Seller  and/or  the
                                          Companies  and that are  identified in
                                          Part II of SCHEDULE 2;

      "Health and Safety Law"             means  all  or  any   applicable   EC,
                                          national  or local law  including  all
                                          statutes,    statutory    instruments,
                                          regulations,   common  law,  treaties,
                                          European    directives,    codes    of
                                          practice,  circulars or guidance notes
                                          concerning  the  health  and safety of
                                          those who work for the Company whether
                                          as employees or  otherwise,  visit the
                                          Properties  or are in any way affected
                                          by the activities of the Company or by
                                          persons   working   for  the   Company
                                          including (but without limitation) the
                                          Factories Act 1961, the Offices, Shops
                                          and  Railway  Premises  Act 1963,  the
                                          Fire  Precautions Act 1971, the Health
                                          and  Safety  at Work  etc Act 1974 and
                                          the    Construction     (Design    and
                                          Management) Regulations 1994;

      "Information Systems"               means any computer hardware, software,
                                          operating     systems,     information
                                          systems, network and telecommunication
                                          systems  used  by the  Company  in the
                                          business  carried on by it immediately
                                          prior  to  Completion   and  which  is
                                          material  to the  carrying  on of such
                                          business;

      "Intellectual Property              means  agreements or  arrangements  in
      Agreements"                         which Intellectual Property Rights are
                                          licensed,   assigned,   mortgaged   or
                                          charged,  or any options are conferred
                                          for such  things,  or which  otherwise
                                          govern   or  affect   the   ownership,
                                          validity  or use  of any  Intellectual
                                          Property  Rights or the  disclosure or
                                          use of any confidential information or
                                          know how;


                                       4
<PAGE>


      "Intellectual Property Rights"      Means  the  Games   Content   and  all
                                          patents, copyright (including, but not
                                          limited  to,  ownership  rights in all
                                          titles,    computer   code,    themes,
                                          objects, characters,  character names,
                                          stories,   dialogue,   catch  phrases,
                                          locations,      concepts,     artwork,
                                          animation,       sounds,       musical
                                          compositions, audio-visual effects and
                                          methods of operation,  and any related
                                          documentation),  trade  marks,  design
                                          rights,  registered  designs,  utility
                                          models, plant variety rights, database
                                          rights,  rights  in trade or  business
                                          names,     semiconductor    topography
                                          rights,  domain  names,  moral rights,
                                          rights   in    performances,    rights
                                          protecting  confidential   information
                                          and  know   how,   rights   protecting
                                          goodwill   and   reputation   and  all
                                          similar or  analogous  rights or forms
                                          of  protection  anywhere in the world,
                                          and all  applications  and  rights  to
                                          register any of those rights;

      "IPR Assignment"                    means the agreement in the agreed form
                                          between the Seller and WGL under which
                                          the Seller  agrees to  transfer to WGL
                                          certain Intellectual Property Rights;


      "Issue Price"                       means the average closing price of the
                                          Consideration Stock during the 14 days
                                          prior to Completion;

      "ITEPA"                             means the  Income  Tax  (Earnings  and
                                          Pensions) Act 2003;

      "Listed Intellectual Property       means   the   Intellectual    Property
      Agreements"                         Agreements set out in the list annexed
                                          to the Disclosure Letter;

      "Listed Intellectual Property       means the Intellectual Property Rights
      Rights"                             referred to in the list annexed to the
                                          Disclosure Letter;

      "London Stock Exchange"             means London Stock Exchange plc;

      "Management Accounts"               means the  management  accounts of the
                                          Warthog  Group for the period from the
                                          Balance  Sheet  Date  to 30  September
                                          2004,  complete and accurate copies of
                                          which are  annexed  to the  Disclosure
                                          Letter;

      "Marketing Information"             means all information  relating to the
                                          marketing  of any products or services
                                          including  customer  names and  lists,
                                          sales   targets,   sales   statistics,
                                          market  share  statistics,   marketing
                                          surveys   and    reports,    marketing
                                          research and any  advertising or other
                                          promotional materials;


                                       5
<PAGE>


      "Product Liability"                 means  a  liability   arising  out  of
                                          death,  personal  injury  or damage to
                                          property caused by a defective product
                                          or defective  services sold,  supplied
                                          or  provided  by  the  Company  in the
                                          course of its  business on or prior to
                                          the date of this Agreement;

      "Properties"                        means   those    properties    briefly
                                          described in SCHEDULE 7 and, where the
                                          context admits,  "Property"  means any
                                          one or  more of  such  properties  and
                                          includes  any  part or parts of any of
                                          them;

      "Provisional Consideration"         has the meaning given in SCHEDULE 5;

      "Recognised Investment Exchange"    has the  meaning  given in section 285
                                          of the Financial  Services and Markets
                                          Act 2000;

      "Release Date"                      means  the date  falling  on the first
                                          anniversary of Completion;

      "Repaid WGL Indebtedness"           means  the  sum of  202,000  GBP to be
                                          repaid   by  WGL  to  the   Seller  in
                                          accordance     with    Clause    4.3.3
                                          constituting  part  repayment  of  the
                                          indebtedness due by WGL to the Seller;

      "Restricted Business"               has the meaning given in Clause 8.1;

      "Sale Documentation"                means  this  Agreement,  the Tax Deed,
                                          the Disclosure Letter, the Transferred
                                          WGL Indebtedness Agreement and the IPR
                                          Assignment;

      "Sale Shares"                       means the  shares,  and in the case of
                                          FPSI,  the  common  stock to be bought
                                          and sold pursuant to Clause 2.1, being
                                          all  of  the  issued   shares  in  the
                                          capital of the  Companies  (as set out
                                          in SCHEDULE 2);

      "Seller's Solicitors"               means   Halliwells   LLP,  St  James's
                                          Court,  Brown  Street,  Manchester  M2
                                          2JF;

      "Staff Members"                     means Simon Elms and Andrew Gunson;

      "Stock Escrow"                      means   those    stock    certificates
                                          representing the  Consideration  Stock
                                          to be held  in  escrow  in  accordance
                                          with clause 6;

      Stock Escrow Agent                  means the Buyer's Solicitors;

      "Taxation" and "Tax"                includes     (without      limitation)
                                          corporation tax,  advance  corporation
                                          tax, the charge  under  section 419 of


                                       6
<PAGE>


                                          the  Taxes  Act  1988,   income   tax,
                                          capital  gains tax,  the charge  under
                                          section  601(2) of the Taxes Act 1988,
                                          Value Added Tax,  excise  duties,  the
                                          charge to tax under Schedule 9A of the
                                          VATA 1994,  customs  and other  import
                                          duties,  inheritance  tax, stamp duty,
                                          stamp  duty   reserve   tax,   capital
                                          duties,       national       insurance
                                          contributions,  foreign  taxation  and
                                          duties,  all Swedish  applicable taxes
                                          concerning   42  Bit  AB  and  all  US
                                          applicable   taxes   concerning  Fever
                                          Pitch  Studios  Inc.,  and any payment
                                          whatsoever which the Company may be or
                                          become  bound to make to any person as
                                          a  result  of  the  operation  of  any
                                          enactment  relating  to any such taxes
                                          or duties and all  penalties,  charges
                                          and  interest  relating  to any of the
                                          foregoing or resulting  from a failure
                                          to comply with the  provisions  of any
                                          enactment relating to taxation;

      "Tax Deed"                          means the deed of  covenant  in agreed
                                          form relating to Taxation  between the
                                          Seller and the Buyer;

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

      "TCGA 1992"                         means the Taxation of Chargeable Gains
                                          Act 1992;

      "Transferred WGL Indebtedness"      means   the    indebtedness   due   at
                                          Completion by WGL to the Seller in the
                                          sum of $6,039,993 to be transferred to
                                          the  Buyer  under  the  terms  of  the
                                          Transferred      WGL      Indebtedness
                                          Agreement;

      "Transferred WGL                    means the agreement in the agreed form
      Indebtedness Agreement"             between the Seller and the Buyer under
                                          which the Seller agrees to transfer to
                                          the   Buyer   the    Transferred   WGL
                                          Indebtedness;

      "Tusk Facilitation Tool"            means    a    cross-platform     games
                                          development  system  consisting  of  a
                                          runtime  engine,  tools and  utilities
                                          designed to facilitate  the process of
                                          games development as more particularly
                                          defined   in  the   TUSK   proprietary
                                          components  explanatory manual annexed
                                          to this Agreement;

      "UK Companies"                      means WGL, Zed Two  Limited,  Phatfish
                                          Limited,    Roadhog   Games   Limited,
                                          Warthog  Property  Limited and Warthog
                                          Entertainment  Limited,  brief details
                                          of  which  are  set  out in  Part I of
                                          SCHEDULE 2;


                                       7
<PAGE>


      "UK Listing Authority"              means the Financial Services Authority
                                          acting   in   its   capacity   as  the
                                          competent  authority  for the purposes
                                          of Part VI of the  Financial  Services
                                          and Markets Act 2000;

      "UK Property"                       means  the   property   at  which  the
                                          Warthog  Group carries on its business
                                          in the UK as detailed in SCHEDULE 7;

      "Value Added Tax" and "VAT"         mean value added tax as  provided  for
                                          in  the  VATA  1994  and   legislation
                                          supplemental   thereto  or  replacing,
                                          modifying or consolidating it;

      "VATA 1994"                         means the Value Added Tax Act 1994;

      "Waived Indebtedness"               means  that  indebtedness  owed by WGL
                                          and Zed Two to the Seller to be waived
                                          by the  Seller  immediately  prior  to
                                          completion  under  the  terms  of  the
                                          Waived Indebtedness Letter;

      "Waived Indebtedness Letter"        means the  letter in the  agreed  form
                                          from the Seller  addressed  to WGL and
                                          Zed   Two    confirming    that    all
                                          indebtedness due immediately  prior to
                                          Completion  by WGL  and Zed Two to the
                                          Seller  (other  than  the  Repaid  WGL
                                          Indebtedness  and the  Transferred WGL
                                          Indebtedness) has been waived;

      "Warranties"                        means the warranties,  representations
                                          and indemnities set out or referred to
                                          in  Clause  9,  in   SCHEDULE   3,  in
                                          SCHEDULE  4 and  in  SCHEDULE  6  (and
                                          "Warranty" means any one of them);

      "Warrantor"                         means the Seller;

      "Warthog Group"                     means the Seller and the Companies;

      "WGL"                               means   Warthog  Games  Limited  brief
                                          details of which are set out in Part I
                                          of SCHEDULE 2; and

      "Zed Two"                           means Zed Two Limited,  brief  details
                                          of  which  are  set  out in  Part I of
                                          SCHEDULE 2.


                                       8
<PAGE>


        1.2.    Interpretation

                In this Agreement, unless the context otherwise requires:

                1.2.1.  references to:

                a)      any statute or statutory provision shall be construed as
                        including a reference to:

                        (i)     any  statute  or  statutory  provision  which it
                                re-enacts     (whether     with    or    without
                                modification);

                        (ii)    that statute or statutory  provision as amended,
                                extended,  consolidated  or  replaced  by  other
                                provisions  from time to time (whether before or
                                after the date of this  Agreement but in respect
                                of any statutory provision as amended, extended,
                                consolidated  or replaced after the date of this
                                Agreement (other than U.S. securities laws) save
                                to  the   extent   that  it  would   impose  any
                                additional or greater obligations or liabilities
                                on any party to this Agreement); and

                        (iii)   any  order,  regulation,   instrument  or  other
                                subordinate  legislation  (as defined in section
                                21(1) of the Interpretation Act 1978) made under
                                it.

                b)      Clauses and Schedules  are  references to clauses of and
                        schedules to this  Agreement;  references to Sub-Clauses
                        or Paragraphs are, unless otherwise  stated,  references
                        to  sub-clauses  of  the  Clause  or  paragraphs  of the
                        Schedule in which the reference  appears;  references to
                        Sub-Paragraphs are, unless otherwise stated,  references
                        to   sub-paragraphs   of  the  Paragraph  in  which  the
                        reference  appears;  and  references  to this  Agreement
                        include the Schedules;

                c)      the  "parties"  are  references  to the  parties to this
                        Agreement and "party" shall be construed accordingly;

                d)      a  "person"   includes  any   individual,   firm,   body
                        corporate,   unincorporated  association,   partnership,
                        government  or state  (whether  or not having a separate
                        legal personality);

                e)      any document being in "agreed form" are to that document
                        in the form signed or  initialled by or on behalf of the
                        parties for identification;

                f)      "indemnify"  and  "indemnifying"  any person against any
                        circumstance   include   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,  without
                        limitation,  legal  expenses)  made or  incurred by that
                        person  as a  consequence  of or  which  would  not have
                        arisen but for that circumstance;

                g)      any statute, statutory instrument,  regulation,  bye-law
                        or other  requirement  of English law and to any English
                        legal term for any  action,  remedy,  method of judicial
                        proceeding,   legal  document,   legal  status,   court,
                        official or any legal concept, state of affairs or thing
                        shall in respect of any jurisdiction  other than England
                        be deemed to include  that which  most  approximates  in
                        that jurisdiction to the English legal term;


                                       9
<PAGE>

                1.2.2.  any question  whether a person is connected with another
                        shall be determined  in  accordance  with section 839 of
                        the Taxes Act 1988 (subject to the deletion of the words
                        from "Except" to  "arrangements"  in sub-section  (4) of
                        that section);

                1.2.3.  words in the singular  include the plural and vice versa
                        and words in one gender include any other gender;

                1.2.4.  words and phrases the definitions of which are contained
                        or  referred to in Part XXVI of the  Companies  Act 1985
                        shall  be   construed   as  having  the  same   meanings
                        attributed to them; and

                1.2.5.  where any statement is qualified by the  expression  "so
                        far as the  Seller  is  aware"  or "to  the  best of the
                        Seller`s   knowledge   and   belief"   or  any   similar
                        expression, that statement shall be deemed to include an
                        additional statement that it has been made after due and
                        careful  enquiry of the Directors and Gillian Salter and
                        it  shall  not be a  defence  that  the  Seller  did not
                        appreciate the relevance of any particular matter.

        1.3.    Headings

                The headings and  sub-headings are inserted for convenience only
                and shall not affect the construction of this Agreement.

        1.4.    Schedules

                The  Schedules  form  part of this  Agreement  and have the same
                force and effect as if set out in the body of this Agreement.

2.      SALE OF THE SALE SHARES AND THE TRANSFERRED WGL INDEBTEDNESS

        2.1.    Sale and Purchase

                Subject to the terms of this  Agreement,  the  Seller  with full
                title guarantee  shall sell, and the Buyer shall  purchase,  the
                Sale Shares and the Transferred WGL  Indebtedness  free from all
                Encumbrances  and together with all rights attaching to the Sale
                Shares and the Transferred WGL  Indebtedness  now or at any time
                after the date of this Agreement.

        2.2.    No Sale of Part Only

                The Buyer shall not be obliged to complete  the  purchase of any
                of  the  Sale  Shares   and/or  any  of  the   Transferred   WGL
                Indebtedness  unless the purchase of all the Sale Shares and all
                the Transferred WGL Indebtedness is completed simultaneously.


                                       10
<PAGE>


3.      CONSIDERATION

        3.1.    Consideration

                3.1.1.  The  consideration  for the sale of the Sale  Shares and
                        the  Transferred  WGL  Indebtedness  shall be the sum of
                        $7,750,000   apportioned  in  the  amounts  set  out  in
                        SCHEDULE  1, but  subject to  adjustment  as provided in
                        SCHEDULE 5.

                3.1.2.  The   consideration   for  the  Sale   Shares   and  the
                        Transferred WGL Indebtedness shall be paid as follows:-

                a)      as to  US$750,000  (or its  spot  equivalent  in  pounds
                        sterling on  Completion) in cash which shall include the
                        Cash Deposit; and

                b)      as to  US$7million  by way of the issue to the Seller at
                        the Issue Price of the Consideration Stock in accordance
                        with clause 6.2.

                3.1.3.  In addition to the  consideration  payable under clauses
                        3.1.1 and 3.1.2 the Buyer shall pay on the Determination
                        Date after the end of each of the accounting  periods of
                        the Companies following  Completion,  a sum equal to 50%
                        of the  amount by which  the  liability  of the  Buyer's
                        Group to make any payment of taxation in that  financial
                        period is reduced by the losses of the  Companies  which
                        as at 30  September  2004 were  available  for  carrying
                        forward for tax purposes. For these purposes:-

                a)      any losses of the Companies  (including  losses  arising
                        after  completion)  shall be  deemed  to be  applied  in
                        reducing  any taxable  profits in the  reverse  order in
                        which they arise on a last in, first out basis;

                b)      the amount of any  payment to be made  pursuant  to this
                        clause  3.1.3 shall  (following a review by the Seller's
                        accountants)  be  certified  in writing  by the  Buyer's
                        accountants  (acting as experts and not arbitrators) and
                        the  Buyer  shall  deliver  a copy of  such  certificate
                        together  with a copy of the relevant  tax  computations
                        and reasonable  supporting evidence to the Seller within
                        seven days of the closure of the enquiry  period open to
                        the  Inland  Revenue in  relation  to the  relevant  tax
                        computations by the Inland Revenue;

                c)      if losses  are  applied  to  relieve  or  mitigate a tax
                        liability pursuant to the Tax Deed or the tax Warranties
                        they shall not be taken into account in calculating  any
                        consideration due under this clause 3.1.3; and

                d)      the additional  consideration  payable under this clause
                        shall be  allocated  between the  Companies  in the same
                        proportion as set out in Part I of SCHEDULE 1 in respect
                        of the consideration payable under clause 3.1.1.

        3.2.    Rights attaching to the Consideration Stock

                The  Consideration  Stock shall be treated in the same manner as
                all other common  stock in the Buyer with respect to  dividends,
                distributions, share splits, reverse splits, pre-emption, rights
                issues and any other event which may affect the common  stock in
                the Buyer generally.


                                       11
<PAGE>


4.      COMPLETION

        4.1.    Date and Place of Completion

                Completion  shall  take  place  on the  Completion  Date  at the
                offices  of  the  Buyer's   Solicitors   immediately   following
                execution of this Agreement.

        4.2.    Seller`s Obligations

                On Completion the Seller shall:

                4.2.1.  deliver to the Buyer  transfers  of the Sale Shares duly
                        executed by the registered  holders thereof in favour of
                        the Buyer or its  nominee(s)  together with the relative
                        share certificates;

                4.2.2.  procure  that each of the  Companies'  Directors  (other
                        than the Continuing Directors) and each of the secretary
                        or  secretaries  of the Companies  resign from all their
                        offices  and  employments   with  the  Companies,   each
                        delivering to the Buyer a deed (in agreed form) made out
                        in favour of the respective  Company  acknowledging that
                        he  has  no  claim   outstanding  for   compensation  or
                        otherwise   and  is  not  entitled  to  any  payment  or
                        compensation under the ERA 1996;

                4.2.3.  deliver to the Buyer as agent for each of the Companies:

                a)      all the  statutory  and other books (duly  written up to
                        date) of each of the UK Companies and its certificate of
                        incorporation,  any  certificates  of  incorporation  on
                        change of name and common seals;

                b)      the title deeds to the Properties  other than in respect
                        of  those   Properties   which  are   disclosed  in  the
                        Disclosure  Letter as being  charged and the title deeds
                        as being held by the chargee; and

                c)      evidence of  satisfaction of the legal mortgage dated 29
                        November 2002 over the UK Property;

                d)      all credit and charge cards held for the account each of
                        the  Companies  and all  cheque  books and  debit  cards
                        relating to the bank accounts of each of the Companies;

                e)      bank  statements  in respect of each  account of each of
                        the  Companies  as at the close of  business on the last
                        Business Day prior to Completion,  together in each case
                        with a reconciliation  statement  prepared by the Seller
                        showing the position at Completion (including details of
                        unpresented  cheques  drawn or received by the  relevant
                        company and standing  orders  payable  since the date of
                        such bank statements);

                f)      all such other items as the Buyer shall have requested.

                4.2.4.  deliver the Tax Deed duly  executed  by the  covenantors
                        named therein;


                                       12
<PAGE>

                4.2.5.  deliver the Transferred WGL Indebtedness  Agreement duly
                        executed by the Seller;

                4.2.6.  deliver the Waived  Indebtedness Letter duly executed by
                        the Seller;

                4.2.7.  deliver the IPR Assignment duly executed by the Seller;

                4.2.8.  deliver the  Contracts  Assignment  duly executed by the
                        Seller;

                4.2.9.  deliver a sale agreement in relation to AB in the agreed
                        form;

                4.2.10. procure that a board meeting of each of the Companies be
                        held at which there shall be:

                a)      passed a resolution to approve the transfers of the Sale
                        Shares and (subject  only to due  stamping) to register,
                        in the register of members, the transferee as the holder
                        of the shares  concerned  and the  execution of the Sale
                        Documentation;

                b)      appointed as directors  and/or  secretary of the Company
                        such persons as the Buyer may nominate;

                c)      tendered    and   accepted    the    resignations    and
                        acknowledgements of the respective  Companies' Directors
                        and  secretaries  referred to in Clause  4.2.2 each such
                        acceptance  to take effect at the close of the  relevant
                        meeting; and

                d)      revoked  all  existing  authorities  to  banks  and  new
                        authorities  shall be given  to such  banks  and on such
                        terms as the Buyer may direct.

                4.2.11. deliver  to  the  Buyer,  certified  as  correct  by the
                        secretary of each of the Companies,  the minutes of each
                        such board meeting;

                4.2.12.

                a)      repay,  all amounts owed by it to each of the Companies,
                        whether due for payment or not;

                b)      deliver to the Buyer a deed in agreed form duly executed
                        by the Seller acknowledging that it has no claim against
                        any of the  Companies  and that there is no agreement or
                        arrangement  under  which any of the  Companies  has any
                        actual,  contingent or prospective obligation (including
                        but not limited to any obligation under any guarantee or
                        like obligation entered into by any of the Companies) to
                        or in respect of any of them; and

                c)      in respect of any such  agreement or  arrangement  as is
                        referred  to  in  Clause   4.2.12.b)  which   previously
                        existed, deliver to the Buyer evidence of the release or
                        termination of it in agreed form.


                                       13
<PAGE>

        4.3.    Buyer's Obligations

                On Completion the Buyer shall:

                4.3.1.  satisfy  the  consideration  for the Sale Shares and the
                        Transferred  WGL  Indebtedness  as provided by clause 3,
                        any   payment  in  cash  to  be  made  in   sterling  in
                        immediately available funds to the Seller at:

                        Bank:           Royal Bank of Scotland Plc

                        Sort Code:      16-00-01

                        Account Name:   Halliwells Client Account

                        Account Number: 12661336

                4.3.2.  transfer  the Cash  Deposit  to the  Escrow  Account  in
                        accordance with clause 7;

                4.3.3.  procure the repayment by WGL to the Seller of the Repaid
                        WGL Indebtedness;

                4.3.4.  deliver  to  the  Stock  Escrow   Agent  a   certificate
                        registered  in the name of the Seller  representing  the
                        Consideration Stock; and

                4.3.5.  deliver to the Seller  counterparts of the Tax Deed, the
                        Transferred  WGL  Indebtedness  Agreement and the Waived
                        Indebtedness Letter.

5.      POST COMPLETION OBLIGATIONS

        5.1.    The  Seller  shall  as  soon  as  reasonably  practicable  after
                Completion  and in any  event not later  than two  months  after
                Completion (at its own expense):

                5.1.1.  convene  an EGM to  approve  the  change  of name of the
                        Seller  so as to omit the word  "Warthog"  or any  other
                        confusingly similar word or name; and

                5.1.2.  cease in any manner  whatsoever  to use or  display  any
                        trade or service words,  trade or service names,  domain
                        names  or  logos  used  or  held  by  the  Companies  or
                        confusingly similar words domain names or logos.

        5.2.    The Buyer shall assist for a period not  exceeding  three months
                following  Completion  in the  preparation  of  the  half-yearly
                report and accounts of the Seller in respect of the period to 30
                September  2004 and in assisting in the  collation of accounting
                information  about  the  Seller  and the  Companies.  For  these
                purposes  the  assistance  shall  take the form of access to the
                Staff  Members in each case for a period not  exceeding ten days
                in aggregate, taking account of the following points:

                5.2.1.  the needs of the Buyer in terms of the  services  of the
                        Staff Members must at all times be paramount;


                                       14
<PAGE>


                5.2.2.  the  Staff  Members  must not be put into any  potential
                        conflict of interest situation;

                5.2.3.  a  reasonable  arms length  daily fee (not to exceed 500
                        GBP (plus VAT) per day in aggregate) shall be payable to
                        the Buyer for the services of the Staff Members;

                5.2.4.  neither of the Staff  Members will be asked to assist in
                        reviewing any  accounting  information  referable to the
                        period  following  Completion  other  than  in  relation
                        solely to the Seller's accounting information; and

                5.2.5.  no liability  will arise either for the Staff Members or
                        the Buyer in relation to any services provided.

        5.3.    The Buyer  shall  deliver to the Seller the annual  accounts  of
                Fever Pitch  Studios Inc and Zed Two within  three months of the
                end of the  financial  period  ended 31 March 2005 in respect of
                the financial  period ended on such date to enable the Seller to
                fulfil its  obligations to issue  additional  consideration,  if
                any, to the vendors of such  companies  in  accordance  with the
                terms of their acquisition.

        5.4.    The Buyer agrees to introduce as soon as  practicable  following
                Completion an incentive  package for the senior  management  and
                staff of the  Warthog  Group on a basis to be agreed.  The Buyer
                has currently offered the management team and staff an incentive
                package  involving  the  vesting  over a period of time of up to
                $2million  in  aggregate  of the Buyer's  stock.  The Buyer will
                agree to any  equivalent  package  for the  management  team and
                staff which achieves these  objectives in a manner which is more
                tax efficient for the  management  team and staff  provided that
                the overall cost to the Buyer is not thereby increased.

        5.5.    The  Seller  undertakes  that  for so  long  as it  remains  the
                registered  holder of any of the Sale Shares after Completion it
                will:

                5.5.1.  hold  the  Sale  Shares  and  the  dividends  and  other
                        distributions  of profits  or  surplus  or other  assets
                        declared,   paid  or  made  in  respect  of  them  after
                        completion   and  all  rights   arising  out  of  or  in
                        connection with them in trust for the Buyer;

                5.5.2.  deal with and  dispose  of the Sale  Shares and all such
                        dividends,  distributions  and  rights  as the Buyer may
                        direct;

                5.5.3.  vote at all  meetings  which  it shall  be  entitled  to
                        attend as the  registered  holder of the Sale  Shares in
                        such manner as the Buyer shall direct; and

                5.5.4.  execute  all  instruments  of proxy  or other  documents
                        which  the  Buyer may  require  to  enable  the Buyer to
                        attend and vote at any such meeting.

        5.6.    The Buyer agrees to use all  reasonable  endeavours to assume as
                soon as practicable  following Completion the liabilities of the
                Seller under the Existing  Banking Facility if and to the extent
                that such  liabilities  relate  to  facilities  provided  to the
                Companies  and to obtain the  release  of the  Seller  from such
                liabilities  under the  Existing  Banking  Facility.  The Seller
                agrees  to  co-operate  with the  Buyer to  enable  the Buyer to
                facilitate these  arrangements.  As part of these  arrangements,


                                       15
<PAGE>

                the Seller  agrees to use its  reasonable  endeavours to procure
                the release as soon as practicable  following  Completion of the
                Companies  from any  guarantees  provided  by them to any  third
                party in relation to any liabilities of the Seller.

6.      STOCK ESCROW

        6.1.    The Seller agrees to abide by the "private placement"  exemption
                regulations  for US  security  law  purposes  and in  particular
                acknowledges  that the  Consideration  Stock  will be subject to
                sale  restrictions  for a minimum period of 12 months  following
                Completion and that it is not acquiring the Consideration  Stock
                with a view  towards  its  distribution  to third  parties.  The
                Seller  agrees that the  Consideration  Stock shall not be sold,
                distributed or otherwise transferred except in accordance with a
                sale under Rule 144 of the United States securities laws. In any
                event no  shares of  Consideration  Stock  that are  "Restricted
                Securities"  within the meaning of Rule 144 shall be distributed
                or otherwise transferred to any of the Seller's shareholders.

        6.2.    The certificates  representing the Consideration Stock issued in
                the name of the Seller  shall be  delivered  to the Stock Escrow
                Agent and held in the Stock Escrow  subject to adjustment  based
                on:

                6.2.1.  any  reduction  or increase of the  Consideration  Stock
                        pursuant to SCHEDULE 5; and

                6.2.2.  any  claims  agreed  or  finally  determined  under  the
                        Warranties or the Tax Deed pursuant to the Tax Deed

                        but not otherwise;

        6.3.    For the  purposes of any  set-off  under the Stock  Escrow,  the
                Consideration  Stock  shall be valued at the higher of the Issue
                Price and the average  closing  price of the Stock during the 14
                days  preceding  the date of the  relevant  determination  under
                SCHEDULE 5 or (as the case may be) the date of settlement of any
                claim.

        6.4.    All of the  Consideration  Stock less any amounts deducted under
                the terms of this clause  shall be held in the Stock  Escrow and
                released  on the Release  Date by transfer of the  Consideration
                Stock to the Seller.

        6.5.    If any claim under the  Warranties  remains  outstanding  on the
                Release Date, Consideration Stock to a value equal to the amount
                of the claim  shall be retained  in the Stock  Escrow  until the
                matter  has been  finally  determined  by a court  of  competent
                jurisdiction and for these purposes the  Consideration  Stock to
                be  retained  within  the  Stock  Escrow  shall be valued by the
                Buyer's  Accountants  (acting as experts and not arbitrators) at
                the higher of the Issue Price and the average  closing  price of
                the Stock during the 14 days preceding the Release Date.

        6.6.    The Stock Escrow  arrangements  will be structured in such a way
                that the Stock  Escrow  Agent,  on behalf of the Seller shall be
                free to  exchange  the  Consideration  Stock  held in the  Stock
                Escrow upon the  take-over of the Buyer for stock in the offeror
                on the same terms as those  offered to all other  holders of the
                Buyer's  Stock of the same class or if the other is a cash offer
                procure  that there is paid to or for the  benefit of the Seller
                such amount of the cash as the Seller  would have been  entitled


                                       16
<PAGE>


                to had the Consideration stock been unrestricted (subject always
                to any  ongoing  restrictions  applicable  to the  Consideration
                Stock under the Stock  Escrow and any United  States  securities
                laws).

        6.7.    Subject to clause 6.2, and the Stock Escrow,  the Buyer shall at
                the request of Seller agree to use all reasonable  endeavours to
                facilitate the Seller's sale of the  Consideration  Stock on the
                first  anniversary  of Completion  pursuant to Rule 144 under US
                securities laws.

7.      CASH DEPOSIT

        7.1.    The Cash  Deposit  shall be held in the  Escrow  Account  on the
                terms of a letter to be addressed to the Seller's Solicitors and
                the  Buyer's  Solicitors  from the  Seller  and the Buyer in the
                agreed form.

        7.2.    The Cash  Deposit  shall be held on terms  that the Buyer  shall
                only be entitled to deduct from any balance of the Cash  Deposit
                held in the Escrow Account any sum relating to the following:

                7.2.1.  the amount (not exceeding 150,000 GBP plus VAT) which is
                        currently  being retained from the purchase price of the
                        UK Property  as a result of  planning  defects and which
                        WGL fails to recover; and

                7.2.2.  any finally determined claims under the Warranties.

        7.3.    Any  balance of the Cash  Deposit  in the Escrow  Account on the
                first anniversary of Completion shall be released to the Seller.

8.      RESTRICTION OF SELLER

        8.1.    Restricted Business

                In this Clause,  "Restricted  Business" means the development of
                interactive software games (which includes but is not limited to
                production and character creation, concept development,  writing
                and programming) and which directly or indirectly  competes with
                the  business of any of the  Companies as carried on at the date
                of this Agreement.

        8.2.    Covenants

                The Seller  undertakes with the Buyer (as trustee for itself and
                the Company) and its successors in title that it will not:

                8.2.1.  for the  period  of five  years  after  the date of this
                        Agreement,  either on its own account or in  conjunction
                        with or on behalf of any person  carry on or be engaged,
                        concerned  or  interested  (directly or  indirectly  and
                        whether as principal,  shareholder,  director, employee,
                        agent, consultant,  partner or otherwise) in carrying on
                        any Restricted  Business (other than as a holder of less
                        than  five  (5)  per  cent of any  class  of  shares  or
                        debentures   listed   on   any   Recognised   Investment
                        Exchange);

                8.2.2.  for the  period  of five  years  after  the date of this
                        Agreement,  either on its own account or in  conjunction
                        with or on behalf of any person, solicit or endeavour to
                        entice away from any of the  Companies any person who at
                        the date of this Agreement is (or who within a period of


                                       17
<PAGE>

                        one year prior to the date of this  Agreement  has been)
                        an officer or  employee of or  consultant  to any of the
                        Companies  whether  or not such  person  would  commit a
                        breach  of  contract  by reason of  leaving  service  or
                        office;

                8.2.3.  for the  period  of five  years  after  the date of this
                        Agreement,  either on its own account or in  conjunction
                        with or on behalf of any  person,  employ or engage  any
                        person  who at the  date  of this  Agreement  is (or who
                        within  a period  of one year  prior to the date of this
                        Agreement  has  been)  an  officer  or  employee  of  or
                        consultant to any of the  Companies  whether or not such
                        person  would  commit a breach of  contract by reason of
                        leaving service or office;

                8.2.4.  for the  period  of five  years  after  the date of this
                        Agreement,  either on its own account or in  conjunction
                        with or on behalf of any person in  connection  with any
                        Restricted  Business deal with, solicit the custom of or
                        endeavour to entice away from any of the  Companies  any
                        person  who at the  date  of this  Agreement  is (or who
                        within  a period  of one year  prior to the date of this
                        Agreement  has been) a customer of any of the  Companies
                        whether  or not such  person  would  commit a breach  of
                        contract by reason of transferring business;

                8.2.5.  for the  period  of five  years  after  the date of this
                        Agreement,  either on its own account or in  conjunction
                        with or on behalf of any person in  connection  with any
                        Restricted Business endeavour to entice away from any of
                        the  Companies  any  person  who at  the  date  of  this
                        Agreement  is (or who  within a period of one year prior
                        to the date of this  Agreement  has been) a supplier  of
                        any of the  Companies  whether or not such person  would
                        commit a breach of  contract  by reason of  transferring
                        business; and

                8.2.6.  Subject  to clause  5.1.1 at any time  after the date of
                        this Agreement,  directly or indirectly,  use or attempt
                        to use in the course of any  business on its own account
                        or in  conjunction  with or on behalf of any  person any
                        trade  or  service  mark,  trade  name,  design  or logo
                        (whether  registered  or not  and  including  any of the
                        Listed   Intellectual   Property  Rights)  used  in  the
                        business  of any of the  Companies  or any  other  name,
                        logo,  trade or service mark or design which is or might
                        be confusingly similar to them.

        8.3.    Seller to Procure Compliance

                The Seller  undertakes to take all such steps as shall from time
                to time be  necessary  to  ensure  compliance  with the terms of
                Clause 8.2 by employees and agents of the Seller or any of their
                Affiliates.

        8.4.    Separate Covenants

                Each  of the  undertakings  in  Clauses  8.2 and  8.3  shall  be
                construed as a separate and independent  undertaking and, if one
                or more of the undertakings is held to be void or unenforceable,
                the  validity  of  the  remaining   undertakings  shall  not  be
                affected.


                                       18
<PAGE>

        8.5.    Reasonableness

                The  Seller  agrees  that  the   restrictions  and  undertakings
                contained in Clauses 8.2 and 8.3 are  reasonable  and  necessary
                for the  protection of the Buyer's  legitimate  interests in the
                goodwill  of  the  Company,  but  if  any  such  restriction  or
                undertaking  shall be found to be void or voidable  but would be
                valid and  enforceable if some part or parts of the  restriction
                or  undertaking  were deleted,  such  restriction or undertaking
                shall apply with such  modification  as may be necessary to make
                it valid and enforceable.

        8.6.    Void or Unenforceable Restrictions

                Without   prejudice  to  Clause  8.5,  if  any   restriction  or
                undertaking is found by any court or other  competent  authority
                to be void or unenforceable  the parties shall negotiate in good
                faith to  replace  such  void or  unenforceable  restriction  or
                undertaking  with a valid  provision  which, as far as possible,
                has the  same  legal  and  commercial  effect  as that  which it
                replaces.

        8.7.    Confidential Information concerning the Companies

                Neither the Seller nor any of its officers or employees  nor any
                of its  Affiliates  shall  make use of or  divulge  to any third
                party (other than to the Seller`s  professional advisers for the
                purpose of this Agreement in which case the Seller shall use all
                reasonable  endeavours  to procure that such  advisers keep such
                information confidential on terms equivalent to this Sub-Clause)
                any confidential information relating to the Company save only:

                8.7.1.  insofar  as  the  same  has  become   public   knowledge
                        otherwise  than,  directly  or  indirectly,  through the
                        Seller`s breach of this Clause 8.7 or the failure of the
                        officers, employees or professional advisers referred to
                        above to keep the same confidential; or

                8.7.2.  to the extent  required by law or by any  supervisory or
                        regulatory body.

9.      WARRANTIES

        9.1.    General

                9.1.1.  In  consideration  of the Buyer agreeing to purchase the
                        Sale Shares and the  Transferred  WGL  Indebtedness  and
                        acknowledging  and accepting  that the Buyer is entering
                        into  this  Agreement  in  reliance  upon  each  of  the
                        Warranties the Seller  warrants to and  undertakes  with
                        the  Buyer  that  each of the  Warranties  is  true  and
                        accurate in all respects and not  misleading at the date
                        of this Agreement.

        9.2.    Buyer's Knowledge

                9.2.1.  The  Warranties  are given  subject  to  matters  fairly
                        disclosed in this Agreement or in the Disclosure Letter,
                        but no other  information  relating  to the  Company  of
                        which the Buyer has knowledge  (actual or  constructive)
                        shall  prejudice  any claim made by the Buyer  under the
                        Warranties or operate to reduce any amount recoverable.


                                       19
<PAGE>

                9.2.2.  The   covenants   implied  under  the  Law  of  Property
                        (Miscellaneous  Provisions)  Act 1994 by the words "with
                        full title  guarantee"  in Clause 2.1 are limited to the
                        covenants   that   would  be   implied   if  the   words
                        "reasonably"  in  section   2(1)(b),   "other  than  any
                        charges,  incumbrances  or rights which that person does
                        not and could not  reasonably be expected to know about"
                        in section  3(1) and the whole of  section  6(2) of that
                        Act were omitted.

        9.3.    Separate and Independent Warranties

                Each of the Warranties  shall be separate and  independent  and,
                save as expressly provided, shall not be limited by reference to
                any other Warranty or anything in this Agreement.

        9.4.    Indemnity

                The  Seller  hereby  indemnifies  the  Buyer in  respect  of any
                claims, losses or costs which arise as a result of:

                9.4.1.  the  Companies  not  obtaining  title to the Games,  the
                        Games Content,  the  Documentation  and the Tusk Porting
                        Facilitation Tool;

                9.4.2.  42 Bit AB not  being  able to  obtain a  release  of the
                        outstanding floating charge on its assets; and

                9.4.3.  any claims made against any of the  Companies by persons
                        who have ceased to be  employed by one of the  Companies
                        in the  period  of 6  months  prior  to the date of this
                        Agreement.

        9.5.    Claims

                Notwithstanding  any other  provisions  of this  Agreement,  any
                claim made by the Buyer under the Warranties shall be subject to
                the provisions of SCHEDULE 8.

        9.6.    Waiver of Claims

                The  Seller  undertakes  to the  Buyer  that it will not make or
                pursue any claim which it has or may have against the Company or
                any  of  the  Employees  in  respect  of or  arising  out of the
                Warranties or any  information  supplied by them to or on behalf
                of the Seller or its professional advisers or agents on or prior
                to the date of this Agreement.

10.     CONFIDENTIALITY

        10.1.   Confidentiality

                Subject to Clause 10.2 and to Clause 11 and without prejudice to
                Clause 8.7, each party:

                10.1.1. shall   treat  as  strictly   confidential   information
                        obtained or received by it as a result of entering  into
                        or performing its  obligations  under this Agreement and
                        relating  to  the   negotiations   concerning,   or  the
                        provisions or subject  matter of, this  Agreement or the
                        other party ("Confidential Information"); and


                                       20
<PAGE>


                10.1.2. shall not,  except with the prior written consent of the
                        other party (which shall not be unreasonably withheld or
                        delayed),  publish or  otherwise  disclose to any person
                        any Confidential Information.

        10.2.   Permitted Disclosures

                Clause  10.1 shall not apply if and to the extent that the party
                proposing to make such disclosure can demonstrate that:

                10.2.1. such  disclosure is required by law or by any securities
                        exchange  or  regulatory  or  governmental  body  having
                        jurisdiction  over it (including the Financial  Services
                        Authority,  the  London  Stock  Exchange,  the  Panel on
                        Take-overs  and Mergers or the Serious Fraud Office) and
                        whether or not the requirement has the force of law;

                10.2.2. the   Confidential   Information  was  lawfully  in  its
                        possession  prior to its  disclosure  by the other party
                        (as  evidenced  by  written  records)  and had not  been
                        obtained from that other party; or

                10.2.3. the  Confidential  Information  has come into the public
                        domain  other than through its fault or the fault of any
                        person  to whom the  Confidential  Information  has been
                        disclosed.

        10.3.   Continuance of Restrictions

                The restrictions  contained in this Clause 10 on the part of the
                Seller shall survive Completion.

11.     ANNOUNCEMENTS

        11.1.   Restriction

                Subject to Clause 11.2,  no party to this  Agreement  shall make
                any  announcement,  whether to the public,  to the  customers or
                suppliers of the Company,  or to all or any of the  employees of
                the Company,  concerning  the subject  matter of this  Agreement
                without the prior written  approval of the other parties  (which
                shall not be unreasonably withheld or delayed).

        11.2.   Permitted Announcements

                Clause  11.1  shall  not  apply if and to the  extent  that such
                announcement is required by law or by any securities exchange or
                regulatory  or  governmental  body having  jurisdiction  over it
                (including the Financial  Services  Authority,  the London Stock
                Exchange,  the Panel on  Take-overs  and Mergers and the Serious
                Fraud Office) and whether or not the  requirement  has the force
                of law and  provided  that any such  announcement  shall be made
                only after reasonable  consultation  with the other party (given
                the  timescale  within  which it is  required  to be released or
                despatched).


                                       21
<PAGE>

        11.3.   Continuance of Restrictions

                The restrictions  contained in this Clause 11 on the part of the
                Seller and the Warrantors shall survive Completion.

12.     PROVISIONS RELATING TO THIS AGREEMENT

        12.1.   Assignment and Third Party Rights

                12.1.1. This  Agreement  shall be binding upon and inure for the
                        benefit of the  successors  of the parties but shall not
                        be  assignable,  save  that  the  Buyer  may at any time
                        assign all or any part of its rights and benefits  under
                        this  Agreement,  including the Warranties and any cause
                        of action arising under or in respect of any of them, to
                        any  transferee of the share capital of the Company,  or
                        to any  Affiliate of the Buyer which may enforce them as
                        if it had  also  been  named  in this  Agreement  as the
                        Buyer.

                12.1.2. A person  who is not a party (a  "Third  Party")  has no
                        right under the Contracts  (Rights of Third Parties) Act
                        1999 to enforce any term of this Agreement but this does
                        not  affect any right or remedy of a Third  Party  which
                        exists or is available  apart from that Act  (including,
                        without  limitation,  any  rights  arising  pursuant  to
                        Clause 12.1.1).

        12.2.   Whole Agreement

                12.2.1. This Agreement,  together with any documents referred to
                        in it,  constitutes  the  whole  agreement  between  the
                        parties  relating to its subject  matter and  supersedes
                        and   extinguishes   any   prior   drafts,   agreements,
                        undertakings,  representations,  warranties,  assurances
                        and  arrangements  of any nature,  whether in writing or
                        oral, relating to such subject matter.

                12.2.2. The Buyer  acknowledges  that it has not been induced to
                        enter  into  this   Agreement  by  any   representation,
                        warranty,  promise  or  assurance  by the  Seller or any
                        other person save for those  contained in this Agreement
                        and in the  Disclosure  Letter.  The Buyer  agrees  that
                        (except  in  respect of fraud) it shall have no right or
                        remedy in respect of any other representation, warranty,
                        promise or  assurance  save for those  contained in this
                        Agreement.

                12.2.3. No variation of this Agreement shall be effective unless
                        made in writing and signed by each of the parties.

        12.3.   Agreement Survives Completion

                The Warranties and all other provisions of this Agreement, in so
                far as the same  shall not have been  performed  at  Completion,
                shall   remain  in  full   force  and   effect   notwithstanding
                Completion.


                                       22
<PAGE>


        12.4.   Rights etc Cumulative and Other Matters

                12.4.1. The rights, powers,  privileges and remedies provided in
                        this  Agreement are  cumulative and are not exclusive of
                        any rights,  powers,  privileges or remedies provided by
                        law or otherwise.

                12.4.2. No failure to exercise nor any delay in  exercising  any
                        right,  power,  privilege or remedy under this Agreement
                        shall in any way impair or affect the  exercise of it or
                        operate as a waiver of it in whole or in part.

                12.4.3. No single  or  partial  exercise  of any  right,  power,
                        privilege or remedy under this  Agreement  shall prevent
                        any further or other  exercise of it or the  exercise of
                        any other right, power, privilege or remedy.

        12.5.   Further Assurance

                At any time after the date of this Agreement,  the Seller shall,
                at the request of the Buyer, execute or procure the execution of
                such  documents  and do or  procure  the  doing of such acts and
                things as the Buyer may  reasonably  require  for the purpose of
                vesting  the Sale  Shares  in the  Buyer or its  nominee(s)  and
                giving to the Buyer the full  benefit of all the  provisions  of
                this Agreement.

        12.6.   Invalidity

                If any provision of this Agreement  shall be held to be illegal,
                void,   invalid   or   unenforceable   under  the  laws  of  any
                jurisdiction,  the legality,  validity and enforceability of the
                remainder of this  Agreement in that  jurisdiction  shall not be
                affected,  and the legality,  validity and enforceability of the
                whole of this Agreement in any other  jurisdiction  shall not be
                affected.

        12.7.   Payment to the Seller

                Any  payment  falling  to be made to the Seller (or any of them)
                under  any  provision  of  this  Agreement  may be  made  to the
                Seller's   Solicitors   whose   receipt  shall  be  an  absolute
                discharge.

        12.8.   Counterparts

                This  Agreement  may be executed in any number of  counterparts,
                which shall together  constitute  one  Agreement.  Any party may
                enter into this Agreement by signing any such counterpart.

        12.9.   Costs

                Each  party  shall  bear  its  own  costs  arising  out of or in
                connection with the preparation,  negotiation and implementation
                of this Agreement.

        12.10.  Notices

                12.10.1. Any notice or other communication  required to be given
                         under this Agreement or in connection  with the matters
                         contemplated  by  it  shall,   except  where  otherwise
                         specifically provided,  be in  writing  in the  English
                         language and shall be  addressed  as provided in Clause
                         12.10.2 and may be:


                                       23
<PAGE>

                a)       personally  delivered, in which case it shall be deemed
                         to  have  been  given upon  delivery  at  the  relevant
                         address; or

                b)       if  within  the United  Kingdom,  sent by  first  class
                         pre-paid post, in which case it shall be deemed to have
                         been  given two (2)  Business  Days  after  the date of
                         posting; or

                c)       if  from  or  to  any place outside the United Kingdom,
                         sent by pre-paid  priority  airmail,  in which  case it
                         shall be deemed to have been given  seven (7)  Business
                         Days after the date of posting; or

                d)       sent by fax,  in which  case it shall be deemed to have
                         been given when  despatched, subject to confirmation of
                         uninterrupted  transmission by  a  transmission  report
                         provided  that any notice despatched by fax after 17.00
                         hours  (at the place  where such fax is to be received)
                         on  any  day shall be deemed to have been  received  at
                         09.00 on the next Business Day.

                12.10.2. The addresses and other details of the parties referred
                         to in Clause 12.10.1 are, subject to Clause 12.10.3:

                         Name:                   Tiger Telematics Inc
                         For the attention of:   Mike Carrender
                         Address:                10201 Centurion Parkway North,
                                                 Suite 600,
                                                 Jacksonville, FL32256,
                                                 Florida, USA
                         Fax number:             001 904 2799242

                         Name:                   Warthog Plc
                         For the attention of:   Ian Templeton
                         Address:                The Stables,  27 Bollin Hill,
                                                 Wilmslow,  Cheshire SK9 5AN

                         Name:                   Directors
                         For the attention of:   Steven Law
                         Address:                c/o WGL, 10 Eden Place, Cheadle
                                                 Cheshire, SK8 1AT
                         Fax number:             0161 610 3033

                12.10.3. Any party to this Agreement  may notify the other party
                         of any change to its address or other details specified
                         in  Clause  12.10.2,  provided  that  such notification
                         shall be effective  only on the date  specified in such
                         notice or five (5)  Business Days  after the  notice is
                         given, whichever is later.

13.     LAW AND JURISDICTION

        13.1.   English Law

                This Agreement shall be governed by, and construed in accordance
                with, English law.


                                       24
<PAGE>


        13.2.   Jurisdiction

                In relation to any legal action or  proceedings  to enforce this
                Agreement or arising out of or in connection with this Agreement
                ("proceedings")  each of the parties  irrevocably submits to the
                exclusive  jurisdiction  of the  English  courts  and waives any
                objection to  proceedings in such courts on the grounds of venue
                or on the grounds that the  proceedings  have been brought in an
                inappropriate forum.

        13.3.   Process Agent

                The Buyer  appoints  Gizmondo  Europe  Limited of 1 Meadow  Gate
                Avenue, Farnborough Business Park, Farnborough,  Hampshire, GU14
                6FG (for the attention of the company  secretary) as its process
                agent  to  receive  on its  behalf  service  of  process  in any
                proceedings  in  England.  If for any reason the  process  agent
                ceases to be able to act as process  agent,  or no longer has an
                address in England,  the Buyer  irrevocably  agrees to appoint a
                substitute  process  agent with an  address  in  England  and to
                deliver to the Seller a copy of the substitute  process  agent's
                acceptance of that appointment.

        AS  WITNESS  the  hands of the duly  authorised  representatives  of the
        parties on the date first before written.




                                       25
<PAGE>



                                   SCHEDULE 1

                                     PART I

                                   THE SELLER

----------------------------- --------------------------- -------------------- ---------------
            (1)                           (2)                     (3)                (4)

           Seller                    Relevant Sale         Cash Consideration     Amount of
      Name and address           Shares/Transferred WGL       Allocation ($)    Consideration
                                     Indebtedness                                   Stock
----------------------------- --------------------------- -------------------- ---------------
                                                                      
 Warthog Plc                   Warthog Games Limited
 (Co No: 04066354)             4,999,100 Ordinary shares        240,000             21,337
 whose registered office is
 at 10 Eden Place, Cheadle,
 Cheshire, SK8 1AT
----------------------------- --------------------------- -------------------- ---------------
                               Zed Two Limited
                               620 A Ordinary shares;              2                  -
                               380 B Ordinary shares
----------------------------- --------------------------- -------------------- ---------------
                               Phatfish Limited                    2                  -
                               2 Ordinary shares
----------------------------- --------------------------- -------------------- ---------------
                               Roadhog Games Limited               2                  -
                               2 Ordinary shares
----------------------------- --------------------------- -------------------- ---------------
                               Warthog Property Limited            2                  -
                               2 Ordinary shares
----------------------------- --------------------------- -------------------- ---------------
                               Warthog Entertainment               2                  -
                               Limited
                               2 Ordinary shares
----------------------------- --------------------------- -------------------- ---------------
                               Fever Pitch Studios Inc          240,000             21,337
                               1,000,000 common stock
----------------------------- --------------------------- -------------------- ---------------
                               42 Bit AB                        269,990             25,605
                               1,000 shares
----------------------------- --------------------------- -------------------- ---------------
                               Transferred WGL                     -               429,587
                               Indebtedness
----------------------------- --------------------------- -------------------- ---------------

 TOTAL:                                                         750,000            497,866

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







                                       26
<PAGE>

                                     PART II

                                  THE DIRECTORS


------------------------------- ------------------------------------------------
            Name                                   Address
------------------------------- ------------------------------------------------
Steven Law                       25 Acre Lane, Cheadle, Hulme, Cheshire SK8 7PL
------------------------------- ------------------------------------------------
Simon Elms                       122 Ack Lane East, Bramhall Cheshire SK7 2AB
------------------------------- ------------------------------------------------
Ashley Hall                      65 Hulme Hall Road, Cheadle, Hulme,  Cheshire
                                 SK8  6JZ
------------------------------- ------------------------------------------------
Robert Ian Templeton             The  Stables,  27 Bollin Hill,  Wilmslow,
                                 Cheshire SK9 5AN
------------------------------- ------------------------------------------------
David Robinson                   20 Broadway, Bramhall, Cheshire  SK7  3BT
------------------------------- ------------------------------------------------




                                       27
<PAGE>

                                   SCHEDULE 2
                                   THE COMPANY

                                     PART I

                                  THE COMPANIES


Name:                                Warthog Games Limited

Number:                              03346048

Registered Office:                   10 Eden Place, Cheadle, Cheshire, SK8 1AT

Authorised Capital:                  8,000,000 Ordinary shares of 0.01 GBP each

Issued Capital:                      4,999,100 Ordinary shares

Directors:                           Simon Elms
                                     Ashley Hall
                                     Steven Law
                                     David Robinson

Secretary:                           H L Secretaries Limited

Accounting Reference Date:           31 March

Auditors:                            Baker Tilly

Continuing Directors:                Simon Elms
                                     Ashley Hall
                                     Steven Law








                                       28
<PAGE>


Name:                                Zed Two Limited

Number:                              03333019

Registered Office:                   10 Eden Place, Cheadle, Cheshire, SK8 1AT

Authorised Capital:                  620 A Ordinary shares of 1 GBP each
                                     380 B Ordinary shares of 1 GBP each

Issued Capital:                      620 Ordinary A shares
                                     380 Ordinary B shares

Directors:                           Simon Elms
                                     Steven Law



Secretary:                           H L Secretaries Limited

Accounting Reference Date:           31 March

Auditors:                            Baker Tilly

Continuing Directors:                Simon Elms
                                     Steven Law










                                       29
<PAGE>


Name:                                Phatfish Limited

Number:                              03747845

Registered Office:                   10 Eden Place, Cheadle, Cheshire, SK8 1AT

Authorised Capital:                  100 Ordinary shares of 1 GBP each

Issued Capital:                      2 Ordinary shares of 1 GBP each

Directors:                           Simon Elms
                                     Ashley Hall
                                     Steven Law


Secretary:                           H L Secretaries Limited

Accounting Reference Date:           31 March

Auditors:                            Baker Tilly

Continuing Directors:                Simon Elms
                                     Ashley Hall
                                     Steven Law









                                       30
<PAGE>



Name:                                Roadhog Games Limited

Number:                              04111584

Registered Office:                   10 Eden Place, Cheadle, Cheshire, SK8 1AT

Authorised Capital:                  100 Ordinary shares of 1 GBP each

Issued Capital:                      2 Ordinary shares

Directors:                           Simon Elms
                                     Steven Law



Secretary:                           H L Secretaries Limited

Accounting Reference Date:           31 March

Auditors:                            Baker Tilly

Continuing Directors:                Simon Elms
                                     Steven Law










                                       31
<PAGE>



Name:                                Warthog Property Limited

Number:                              04119664

Registered Office:                   10 Eden Place, Cheadle, Cheshire, SK8 1AT

Authorised Capital:                  100 Ordinary shares of 1 GBP each

Issued Capital:                      2 Ordinary shares

Directors:                           Simon Elms
                                     Steven Law



Secretary:                           H L Secretaries Limited

Accounting Reference Date:           31 March

Auditors:                            Baker Tilly

Continuing Directors:                Simon Elms
                                     Steven Law









                                       32
<PAGE>


Name:                                Warthog Entertainment Limited

Number:                              04119667

Registered Office:                   10 Eden Place, Cheadle, Cheshire, SK8 1AT

Authorised Capital:                  100 Ordinary shares of 1 GBP each

Issued Capital:                      2 Ordinary shares

Directors:                           Simon Elms
                                     Steven Law



Secretary:                           H L Secretaries Limited

Accounting Reference Date:           31 March

Auditors:                            Baker Tilly

Continuing Directors:                Simon Elms
                                     Steven Law









                                       33
<PAGE>


Name:                                Fever Pitch Studios Inc

Number:                              01621000

Registered Office:                   7000  West  William  Cannon,  Suite  2150
                                     Austin, TX  78735-8515 USA
Authorised Capital:                  10,000,000

Issued Capital:                      1,000,000

Directors:                           Eric Peterson
                                     Steven law
                                     Simon Elms
                                     Ashley Hall

Secretary:

Accounting Reference Date:           31st March

Auditors:                            Weaver and Tidwell

Continuing Directors:                Eric Peterson
                                     Steven law
                                     Simon Elms
                                     Ashley Hall








                                       34
<PAGE>


Name:                                42 Bit AB

Number:                              556622-9810

Registered Office:                   Gasverksgatan 9, 252 25 Helsingborg, Sweden

Authorised Capital:                  SEK 100,000 - SEK 400,000

Issued Capital:                      1,000 Ordinary shares of SEK 100 each

Directors (including office held     Christoffer Nilsson
and other directorships):            Steven Law
                                     Simon Elms

                                     Thomas Liljetoft (deputy member)

Secretary:                           ________

Accounting Reference Date:           31 March

Auditors:                            David Olow, KPMG

Continuing Directors:                Christoffer Nilsson
                                     Steven Law
                                     Simon Elms

                                     Thomas Liljetoft (deputy member)








                                       35
<PAGE>


                                     PART II

                                    THE GAMES

      o    Sticky Balls;
      o    Momma, Can I Mow the Lawn?
      o    Milo & the Rainbow Nasties;
      o    Furious Phil;
      o    Future Tactics;
      o    Fallen Kingdoms;
      o    Johnny Whatever;
      o    Wrath and Skeller;
      o    Bloodbowl;
      o    Conquest 2;





                                       36
<PAGE>


                                   SCHEDULE 3

                         WARRANTIES AND REPRESENTATIONS


INTERPRETATION

(a)      Where, in this Schedule, a term is defined in and for the purposes of a
         particular  Paragraph or Sub-Paragraph,  the relevant  definition shall
         apply, unless the context otherwise requires, for all other purposes of
         this Schedule where it is used as a defined term.

(b)      In this Schedule references to the "Company" include,  unless otherwise
         specified, each of the Companies.

1.       INVESTMENT WARRANTIES

         1.1.     The Seller is an "accredited  investor" as defined in Rule 501
                  of Regulation D promulgated under the United States Securities
                  Act of 1933.

         1.2.     The Seller acknowledges and agrees that:

                  1.2.1.   the  shares  of  Consideration  Stock  issued  to the
                           Seller are being  acquired  by the Seller  solely for
                           its own account for investment  purposes only and not
                           for resale, subdivision, transfer, assignment, pledge
                           or other disposition; and

                  1.2.2.   it does not have any  present  plan or  intention  to
                           sell,   subdivide,   transfer,   assign,   pledge  or
                           otherwise  dispose  of any part of the  Consideration
                           Stock  issued  to the  Seller  or to  enter  into any
                           contract or other  undertaking  or  arrangement  with
                           respect thereto.

         1.3.     The Seller has such  knowledge and experience in financial and
                  business  matters that the Seller is capable of evaluating the
                  merits and risks of an investment in the  Consideration  Stock
                  and the Seller can bear the economic risk of such investment.

         1.4.     The Seller  acknowledges  and  agrees  that the Buyer has made
                  available   to  the  Seller  and  its   attorneys   and  other
                  representatives all agreements,  documents,  records and books
                  that the Seller has  requested  relating to its  investment in
                  the Consideration  Stock. The Seller further  acknowledges and
                  agrees that it has had an opportunity to ask questions of, and
                  to receive answers from,  individuals  acting on behalf of the
                  Buyer concerning the Buyer and the terms and conditions of the
                  Seller's investment in the Consideration Stock hereunder,  and
                  answers  have been  provided to all of such  questions  to the
                  full satisfaction of the Seller.

         1.5.     The Seller has relied  only upon such  advice as may have been
                  received from tax,  accounting,  legal and financial advisors.
                  The Seller has not received any assurances or  representations
                  from any person associated with the Buyer or its affiliates as
                  to the benefits,  economic, tax or otherwise, likely to result
                  from its investment in the Consideration Stock.

         1.6.     The Seller understands that there are substantial restrictions
                  on  the   transferability  of  the  Consideration  Stock  and,
                  accordingly, the Seller will need to bear the economic risk of
                  its  investment  and will not be readily able to liquidate its
                  investment in case of emergency.


                                       37
<PAGE>

         1.7.     The Seller understands that the shares of Consideration  Stock
                  are  restricted  securities  under the Securities Act and that
                  they may not be  resold,  subdivided,  transferred,  assigned,
                  pledged  or  otherwise  disposed  of  unless  they  are  first
                  registered under the United States federal  securities laws or
                  unless an exemption from such registration is available.

         1.8.     The Seller understands that save as provided in this Agreement
                  the Buyer has no  obligation  to  register  the  Consideration
                  Stock.

         1.9.     The  Seller  understands  that  the  Buyer is  relying  on the
                  representations  and  warranties set forth in this paragraph 1
                  in issuing the Consideration Stock to the Seller.

2.       THE COMPANY AND THE SELLER

         2.1.     Capacity

                  The Seller:

                  2.1.1.   has  full  power  and  authority  to  enter  into and
                           perform the Sale Documentation; and

                  2.1.2.   may execute and  deliver the Sale  Documentation  and
                           perform its obligations under the Sale  Documentation
                           without  requiring  or  obtaining  the consent of its
                           shareholders  or of any other  person,  authority  or
                           body

                  and  the  Sale  Documentation  constitute  valid  and  binding
                  obligations on the Seller in accordance with its terms.

         2.2.     Ownership of Sale Shares

                  The Seller is the registered and sole beneficial  owner of the
                  Sale Shares and the Sale Shares:

                  2.2.1.   comprise the whole of the issued and  allotted  share
                           capital of the Companies;

                  2.2.2.   are fully paid up;

                  2.2.3.   were not allotted at a discount;

                  2.2.4.   are  free  from  any  Encumbrances  and  there  is no
                           commitment  to  give or  create,  and no  person  has
                           claimed to be entitled to, any  Encumbrance  over all
                           or any of the Sale Shares; and

                  2.2.5.   have  not  been  the  subject  of a  transfer  at  an
                           undervalue  (within  the  meaning of  section  238 or
                           section 339 of the  Insolvency  Act 1986)  within the
                           past five years.


                                       38
<PAGE>

         2.3.     Ownership of the Transferred WGL Indebtedness

                  The Seller is the sole beneficial owner of the Transferred WGL
                  Indebtedness and the Transferred WGL Indebtedness is free from
                  all Encumbrances.

         2.4.     Other Securities and Options etc

                  2.4.1.   Other than the Sale Shares,  there are no  securities
                           of the  Company  of any  description  allotted  or in
                           issue.

                  2.4.2.   Other than pursuant to this Agreement,  no person has
                           or has claimed to have the right (whether exercisable
                           now or in the future and whether  contingent  or not)
                           to call for the allotment,  issue, sale,  transfer or
                           conversion  of any  share  or loan  capital  or other
                           securities  of the Company  under any option or other
                           agreement or arrangement (including conversion rights
                           and rights of pre-emption).

         2.5.     Liabilities Owing to or by the Seller

                  There is not outstanding  any  indebtedness or other liability
                  (actual or  contingent)  owing by the Company to the Seller or
                  to any Director or to any person  connected  with any of them,
                  nor is there any indebtedness owing to the Company by any such
                  person,  and no promise,  warranty or representation  has been
                  made to the Seller in connection with the Warranties,  the Tax
                  Deed or the Disclosure  Letter in respect of which the Company
                  might be liable.

         2.6.     Competing Interests

                  The  Seller  has  no  interest,  direct  or  indirect,  in any
                  business  other than that now carried on by the Company  which
                  is or is likely to be or become  competitive with the business
                  or any proposed business of the Company.

3.       THE DORMANT COMPANIES

         Each of the  Dormant  Companies  has  not  traded  and  has no  assets,
         contracts or employees and has not incurred any  indebtedness  or other
         liabilities  (whether  actual or contingent,  qualified or unqualified,
         disputed or undisputed or otherwise).

4.       THE COMPANY AND THE LAW

         4.1.     Compliance with Laws etc

                  4.1.1.   The Company has conducted its business and affairs in
                           all  material   respects  in   accordance   with  all
                           applicable laws and regulations of:

                  a)       the United Kingdom; and

                  b)       any relevant foreign country or authority

                           and in accordance with its memorandum and articles of
                           association  and all other  documents to which it is,
                           or has been, a party.


                                       39
<PAGE>


                  4.1.2.   There is no order, decree or judgment of any court or
                           tribunal  or  any  governmental  or  other  competent
                           authority or agency of:

                  a)       the United Kingdom; or

                  b)       any foreign country

                           outstanding  against  the  Company  or any person for
                           whose acts the Company is  vicariously  liable  which
                           may have a material adverse effect upon the assets or
                           business of the Company.

                  4.1.3.   The  Company  has not  been  notified  that it is the
                           subject of any investigation,  inquiry or enforcement
                           proceedings   or   process   by   any   governmental,
                           administrative  or regulatory  body nor is the Seller
                           aware of anything which is likely to give rise to any
                           such investigation, inquiry, proceedings or process.

5.       THE COMPANY'S ACCOUNTS AND RECORDS

         5.1.     Books and records

                  All accounts,  books, ledgers,  financial and other records of
                  whatever kind ("Records") of the Company:

                  5.1.1.   have been, properly and accurately  maintained in all
                           material  respects on a consistent  basis and will at
                           Completion  be up to date  and are in the  possession
                           and control of the Company and contain true, complete
                           and accurate  records of all matters  required by law
                           to be entered in them;

                  5.1.2.   do not contain or reflect any  material  inaccuracies
                           or discrepancies; and

                  5.1.3.   give  and  reflect  a fair  view  of  the  financial,
                           contractual  and trading  position of the Company and
                           of its  fixed  and  current  assets  and  liabilities
                           (actual and contingent) and debtors and creditors (as
                           appropriate)  and all other  matters  which  ought or
                           would normally be expected to appear in them

                  and no  notice  or  allegation  that  any of  the  Records  is
                  incorrect or should be rectified has been received.

         5.2.     Audited Accounts

                  The Audited Accounts:

                  5.2.1.   were prepared in accordance with the  requirements of
                           all relevant  statutes and regulations and accounting
                           practices generally accepted in the United Kingdom at
                           the time they were  audited and  commonly  adopted by
                           companies carrying on business similar to that of the
                           Warthog Group  (including,  without  limitation,  the
                           requirements  of the Companies  Acts and all relevant
                           Financial   Reporting  Standards  and  Statements  of
                           Standard  Accounting  Practice and Urgent Issues Task
                           Force  Abstracts  issued by the Accounting  Standards
                           Board);


                                       40
<PAGE>

                  5.2.2.   show  a  true  and  fair  view  of  the   assets  and
                           liabilities  of the  Warthog  Group  as at,  and  the
                           profits  of the  Warthog  Group  for  the  accounting
                           reference period ended on, the Balance Sheet Date;

                  5.2.3.   are not  affected  by any  unusual  or  non-recurring
                           items;

                  5.2.4.   apply  bases and  policies of  accounting  which have
                           been  consistently  applied in the audited  financial
                           statements   of  the  Warthog  Group  for  the  three
                           accounting  reference  periods  ended on the  Balance
                           Sheet Date.

         5.3.     Provision for Liabilities

                  Full  provision has been made in the Audited  Accounts for all
                  actual  liabilities  of the Warthog Group  outstanding  at the
                  Balance   Sheet  Date  and  proper   provision  (or  note)  in
                  accordance with generally  accepted  accounting  principles in
                  the United Kingdom at the time they were audited has been made
                  therein for all other  liabilities  of the Warthog  Group then
                  outstanding  whether contingent,  quantified,  disputed or not
                  including (without limitation):

                  5.3.1.   the cost of any work or  material  for which  payment
                           has been received or credit taken;

                  5.3.2.   any future  loss which may arise in  connection  with
                           uncompleted contracts; and

                  5.3.3.   any claims  against the  Warthog  Group in respect of
                           completed contracts.

         5.4.     Valuation of Stock and Work in Progress

                  5.4.1.   For the purposes of the Audited Accounts:

                  a)       all  stock in trade  was  valued at the lower of cost
                           and net realisable value; and

                  b)       all work in progress was valued on a basis  excluding
                           profit,  including  proper provision for losses which
                           are or could reasonably be anticipated.

                  5.4.2.   None of the  stock in trade of the  Warthog  Group is
                           obsolete, redundant (being out of fashion or demand),
                           unsaleable,  deteriorated,  slow  moving or likely to
                           realise less than its book value.

                  5.4.3.   The  respective  amounts  of raw  materials,  work in
                           progress,  finished goods,  packaging and promotional
                           material  held or on order by the  Warthog  Group are
                           appropriate  and  normal  for its  present  level  of
                           business.

         5.5.     Management Accounts

                  5.5.1.   The Management Accounts have been carefully prepared:


                                       41
<PAGE>

                  a)       on a basis  consistent  with the management  accounts
                           prepared in the preceding year.

                  5.5.2.   The cumulative profits, assets and liabilities of the
                           Warthog Group stated in the Management  Accounts have
                           not been materially  misstated and are not materially
                           inaccurate  and the  Seller  does  not  consider  the
                           Management Accounts to be misleading.

         5.6.     Returns

                  5.6.1.   The Company has complied  with the  provisions of the
                           Companies  Acts (or in the  case of FPSI and AB,  its
                           equivalent legislation) and all returns, particulars,
                           resolutions  and other  documents  required under any
                           legislation  to be delivered on behalf of the Company
                           to the Registrar of Companies  (or its  equivalent in
                           the  case of FPSI and AB) or to any  other  authority
                           whatsoever   have   been   properly   made  and  duly
                           delivered.

                  5.6.2.   All such  documents  delivered  to the  Registrar  of
                           Companies (or its  equivalent in the case of FPSI and
                           AB) or to any other authority whatsoever,  whether or
                           not required by law,  were true and accurate  when so
                           delivered   and  the   Company   has   not   received
                           notification  of the levy of any fine or penalty  for
                           non-compliance  by the  Company or any officer of the
                           Company.

         5.7.     Accounting Reference Date

                  The accounting  reference date of the Company for the purposes
                  of section 224 of the Companies Act 1985 (or in the case of AB
                  and FPSI  its  equivalent  act) is and  always  has been  that
                  specified in SCHEDULE 2.

         5.8.     Reports

                  No financial or  management  consultants  or similar  advisers
                  have, within the past three years,  given a report in relation
                  to the Company.

6.       CASH FLOW FORECAST

         The Cash Flow  Forecasts for the combined  Companies as prepared by the
         Buyer from  information  provided  by the  Seller  and  annexed to this
         Agreement have been honestly and reasonably prepared in accordance with
         accepted UK accounting  practice,  are based on reasonable  assumptions
         and  the  Seller  does  not  consider  the  cash  flow  forecast  to be
         misleading.

7.       INTELLECTUAL PROPERTY RIGHTS

         7.1.     The Listed  Intellectual  Property Rights comprises a complete
                  list of all Intellectual  Property Rights of which the Company
                  is the registered proprietor or applicant for registration.

                  Save as may  appear  from  the  Listed  Intellectual  Property
                  Agreements,  all the Intellectual  Property Rights used by the
                  Company  which are material to the carrying on of the business
                  as carried on by the Company  immediately  prior to Completion
                  ("Business IPR") are legally and beneficially  owned solely by


                                       42
<PAGE>

                  the Company or used by the Company  under licence from a third
                  party, and the Company does not use any Intellectual  Property
                  Rights in  respect  of which any  third  party has any  right,
                  title or interest.

         7.2.     So far as the Seller is aware, none of the Listed Intellectual
                  Property  Rights  is  being  claimed,  applied  for,  opposed,
                  challenged or attacked by any other person.

         7.3.     All the Intellectual  Property Rights owned by the Company are
                  valid and  enforceable,  and,  so far as the  Seller is aware,
                  nothing  has been done,  omitted or  permitted  whereby any of
                  them has ceased or might cease to be enforceable.

         7.4.     The  Listed  Intellectual  Property  Agreements  are  all  the
                  Intellectual  Property  Agreements  to which the  Company is a
                  party,  or which affect the use by the Company of any Business
                  IPR or the use by any third party of any Intellectual Property
                  Rights  owned or formerly  owned by the  Company,  and each of
                  them is valid,  subsisting and binding and neither the Company
                  nor,  so far as the  Seller  is aware,  any third  party is in
                  breach of any of the provisions of such agreements.

         7.5.     So far as the Seller is aware none of the processes,  products
                  or  activities  of  the  Company  infringes  any  Intellectual
                  Property   Rights  of  any  other   person  or  involves   the
                  unauthorised use of confidential  information disclosed to the
                  Company by any person in  circumstances  which  might  entitle
                  that person to make a claim against the Company.

         7.6.     The Seller is not aware of any infringement by any third party
                  of any Intellectual Property Rights owned by the Company.

         7.7.     There are no claims  outstanding  or  threatened  against  the
                  Company for infringement of any  Intellectual  Property Rights
                  and no such  claims  have been  settled  by the  giving of any
                  undertakings  which  remain  in  force.  The  Company  has not
                  received any actual or threatened claim that any of the Listed
                  Intellectual  Property  Rights is invalid,  nor is the Company
                  aware of any reason why any patents forming part of the Listed
                  Intellectual Property Rights should be amended.

         7.8.     All  confidential  information  used  by the  Company  is kept
                  strictly  confidential,  and the  Company  operates  and fully
                  complies with procedures which maintain such  confidentiality.
                  The  Seller  is not aware of any such  confidentiality  having
                  been breached. The Company has not permitted or authorised the
                  disclosure  of (except in the ordinary  course of its business
                  pursuant to legally binding confidentiality agreements) any of
                  its confidential know-how, trade secrets or lists of customers
                  to any other person.

         7.9.     All application and renewal fees,  costs,  charges,  taxes and
                  other steps required for the  maintenance or protection of the
                  Listed  Intellectual  Property  Rights  have been duly paid on
                  time or taken and so far as the  Seller is aware none of those
                  rights are subject to any  existing  challenge  or attack by a
                  third party or competent authority.

         7.10.    All persons retained,  engaged or employed by the Company who,
                  in the  course of their  work for the  Company,  will or might
                  reasonably  be expected to bring into  existence  Business IPR
                  are, so far as is reasonably  practicable,  individually bound
                  by  agreements  with  the  Company  whereby  all  Intellectual
                  Property  Rights which such  persons may bring into  existence
                  during  their work for the Company vest in the Company (so far
                  as  this  is  permitted  by  applicable   law)  and  all  such
                  agreements  contain  terms  which,  so  far  as is  reasonably


                                       43
<PAGE>

                  practicable,  prevent such persons disclosing any confidential
                  information about the Company and its business.

         7.11.    Other than in respect of any unregistered  design rights which
                  by operation  of law are subject to a licence of rights,  none
                  of the  Intellectual  Property  Rights  owned  or  used by the
                  Company is subject to compulsory  licensing or the granting of
                  any licences of right.

         7.12.    No  employee or former  employee  of the Company has made,  or
                  indicated an intention to make,  any claim against the Company
                  for  compensation  relating to any invention  owned or used by
                  the  Company,  nor,  so far as the Seller is aware,  are there
                  valid grounds for any such claim.

         7.13.    So  far  as the  Seller  is  aware  all  current  advertising,
                  marketing and sales  promotions by the Company comply with all
                  applicable codes of practice and self-regulatory  schemes. The
                  Company has not been  disciplined  under any scheme or code in
                  respect of any such advertising,  marketing or sales promotion
                  and no complaint  has been made against it in respect  thereof
                  and  there  are  no  outstanding  complaints  or  disciplinary
                  proceedings against the Company in respect thereof.

         7.14.    The  details  appearing  in the  Company's  entry  on the Data
                  Protection  Register adequately describe all the processing of
                  personal  data  undertaken  by or on behalf of the Company and
                  the Company has not  received  any notice that it is in or has
                  breached any provision of the Data Protection Act 1998.

8.       MISCELLANEOUS

         8.1.     All Material Matters Disclosed

                  All  information  contained  or referred to in this  Agreement
                  (including the documents in agreed form) and in the Disclosure
                  Letter or in any  annexure  thereto on or prior to the date of
                  this  Agreement is true and accurate in all material  respects
                  and the  Warrantors  are not aware of any other fact or matter
                  which renders any such information  misleading  because of any
                  omission, ambiguity or for any other reason.

9.       THE COMPANY'S CONSTITUTION

         9.1.     Memorandum and Articles

                  The copy of the  memorandum and articles of association of the
                  Company  or  (in  the  case  of  FPSI  or AB)  the  equivalent
                  constitutional  document  annexed to the Disclosure  Letter is
                  accurate  and  complete and has embodied in or annexed to it a
                  copy of every resolution or agreement as is required by law to
                  be embodied in or annexed to it, and sets out  completely  the
                  rights and restrictions  attaching to each class of authorised
                  share capital of the Company.


                                       44
<PAGE>

         9.2.     Company Resolutions

                  Neither  the  Company  nor any class of its members has passed
                  any resolution (other than resolutions relating to business at
                  annual general meetings which was not special business).

         9.3.     Statutory Books

                  The  register  of  members  and  other   statutory  books  and
                  registers of the Company have been properly kept and no notice
                  or  allegation  that any of them is  incorrect  or  should  be
                  rectified has been received.

         9.4.     Power to carry on business

                  The  Company has the power and is duly  qualified  to carry on
                  business in all jurisdictions in which it carries on business.

10.      THE COMPANY AND THE LAW

         10.1.    Licences etc.

                  10.1.1.  So far as the Seller is aware all necessary licences,
                           consents,   permits,   approvals  and  authorisations
                           (public and private):

                  a)       have been  obtained  by the  Company  to  enable  the
                           Company to own and operate its assets and to carry on
                           its  business  effectively  in the  places and in the
                           manner in which such business is now carried on; and

                  b)       are in full force and  effect and are not  limited in
                           duration or subject to onerous conditions

                           and copies of all such licences,  consents,  permits,
                           approvals and authorisations as are in the possession
                           of the Seller are annexed to the Disclosure Letter.

                  10.1.2.  All reports,  returns and information required by law
                           or as a condition  of any licence,  consent,  permit,
                           approval or other  authorisation  to be made or given
                           to any person or  authority  in  connection  with the
                           Company's  business  have  been  made or given to the
                           appropriate person or authority.

                  10.1.3.  So far as the Seller is aware the  utilisation of any
                           of the assets of the  Company or the  carrying  on of
                           any aspect of the Company's  business or any business
                           now being carried on at any of the  Properties is not
                           in breach of any of the terms and  conditions  of any
                           of such licences,  consents,  permits,  approvals and
                           authorisations  and so far as  the  Seller  is  aware
                           there is:

                  a)       no   circumstance   which  indicates  that  any  such
                           licence,  consent,  permit, approval or authorisation
                           is likely to be  modified,  suspended,  cancelled  or
                           revoked;

                  b)       no  reason  why any of them  should  expire  within a
                           period of one year  from the date of this  Agreement;
                           or


                                       45
<PAGE>

                  c)       no circumstance that might prejudice the continuation
                           or  renewal  of any of  them  on the  same  terms  as
                           currently in force.

                  10.1.4.  At and after  Completion there will be no restriction
                           on the right of the Company to carry on its  business
                           which does not now apply to the Company.

         10.2.    Breach of Legislative Provisions

                  Neither  the  Company,  nor  any of its  officers,  agents  or
                  employees  (during  the course of their  duties in relation to
                  the  Company)  have  committed,  or  omitted to do, any act or
                  thing the  commission or omission of which is, or could be, in
                  contravention of any statute, order, regulation or the like or
                  any other law or legal  requirement  in the United  Kingdom or
                  elsewhere  which  is  punishable  by  fine or  other  penalty,
                  liability or sanction and no notice or communication  has been
                  received  with  respect to any  alleged,  actual or  potential
                  violation  of or  failure  to  comply  with any such  statute,
                  order,  regulation  or the  like  or any  other  law or  legal
                  requirement.

         10.3.    Litigation

                  10.3.1.  Neither the Company nor any its  officers,  agents or
                           employees  is  engaged  in  or  the  subject  of  any
                           litigation,  arbitration,  administrative or criminal
                           proceedings   whether  as   claimant,   defendant  or
                           otherwise,  which  adversely  affects or is likely to
                           have an  adverse  effect  on the  Company's  business
                           and/or  the  ability  of the  Company or any buyer to
                           carry on the  Company's  business  in the same manner
                           and to the same  extent as  carried on at the date of
                           this Agreement.

                  10.3.2.  No litigation or  arbitration  or  administrative  or
                           criminal  proceedings  are pending or  threatened  or
                           expected  by or  against  the  Company  or  any  such
                           officer,  agent or employee  and so far as the Seller
                           is aware there are no facts or  circumstances  likely
                           to give rise to any such litigation or arbitration or
                           administrative or criminal proceedings.

                  10.3.3.  Neither  the  Company  nor any member of the  Warthog
                           Group nor any officer,  agent or employee thereof has
                           been a party to any undertaking or assurance given to
                           any court or  governmental  agency or the  subject of
                           any injunction which is still in force.

         10.4.    Fair Trading and Competition Law

                  10.4.1.  No  agreement,  practice,  arrangement  or  course of
                           conduct  carried  on by the  Company  or to which the
                           Company is or has in the six years  prior to the date
                           of this Agreement been a party:

                  a)       was or ought to have been  registered  in  accordance
                           with  the   provisions  of  the   Restrictive   Trade
                           Practices  Acts 1976 and 1977 or was the  subject  of
                           any enquiry,  complaint,  investigation or proceeding
                           under that Act;

                  b)       is or has been the subject of an enquiry,  complaint,
                           investigation,  reference  or  report  under the Fair
                           Trading Act 1973 or the Competition Act 1998;


                                       46
<PAGE>

                  c)       infringes any other  competition,  restrictive  trade
                           practice,   anti-trust,   fair  trading  or  consumer
                           protection  law  or  legislation  applicable  in  any
                           jurisdiction  in which  the  Company  has  assets  or
                           carries  on or  intends  to carry on  business  or in
                           which  the  activities  of the  Company  may  have an
                           effect; or

                  d)       is void or  unenforceable  (whether  in  whole  or in
                           part) or may render the Company liable to proceedings
                           under  any  such  legislation  as is  referred  to in
                           paragraphs 10.4.1 (a) to (e) above.

                  10.4.2.  The  Company is not nor has it in the six years prior
                           to the date of this  Agreement  been,  a party to any
                           agreement  or  arrangement  or been  involved  in any
                           practice or course of conduct in respect of which:

                  a)       any request for information,  statement of objections
                           or similar  matter has been  received from any court,
                           tribunal,  governmental,  national or  supra-national
                           authority;

                  b)       an  application  for negative  clearance or exemption
                           has  been  made  to the  Commission  of the  European
                           Communities; or

                  c)       an application for early guidance has been made under
                           the  Competition  Act  1998  to the  Office  of  Fair
                           Trading.

         10.5.    Health and Safety

                  10.5.1.  The   Company    complies   with   all    conditions,
                           limitations,     obligations,     prohibitions    and
                           requirements  contained  in any Health and Safety Law
                           and  there  are no facts or  circumstances  which may
                           lead to any breach of any Health and Safety Law.

                  10.5.2.  There   have  been  no  claims,   investigations   or
                           proceedings against or threatened against the Company
                           or any of its  directors,  officers or  employees  in
                           respect of accidents,  injuries,  illness, disease or
                           any other harm to the health and safety of employees,
                           contractors  or any other persons  caused by breaches
                           of Health and Safety Law or  otherwise  in respect of
                           the Company  and there are no facts or  circumstances
                           which may lead to any such claims,  investigations or
                           proceedings.

                  10.5.3.  The  Company has  adequate  employers  liability  and
                           public liability insurance cover having regard to the
                           activities  carried out by the Company.  No claims in
                           respect of health  and  safety  have been made or are
                           contemplated under such insurance policies.

         10.6.    Inducements

                  So far as the Seller is aware no officer, agent or employee of
                  the Company has paid any bribe (monetary or otherwise) or used
                  any of the Company's assets  unlawfully to obtain an advantage
                  for any person.


                                       47
<PAGE>

11.      THE COMPANY'S AND THE SELLER'S SOLVENCY

         11.1.    Winding Up

                  No order  has been  made,  petition  presented  or  resolution
                  passed for the  winding up of the  Company  and no meeting has
                  been convened for the purpose of winding up the Company.

         11.2.    Administration and Receivership

                  No  steps   have  been  taken  for  the   appointment   of  an
                  administrator   or  receiver   (including  an   administrative
                  receiver)  in respect  of the  Company or in respect of all or
                  any part of the Company's assets or undertaking.

         11.3.    Compositions

                  The  Company  has not  made or  proposed  any  arrangement  or
                  composition with its creditors or any class of its creditors.

         11.4.    Insolvency

                  The Company is not  insolvent,  is not unable to pay its debts
                  within the meaning of section 123 of the  Insolvency  Act 1986
                  (the references in that section to proving to the satisfaction
                  of the  court  being  disregarded)  and  has  not  stopped  or
                  suspended payment of its debts as they fall due.

         11.5.    Unsatisfied Judgments

                  No  distress,  execution  or other  process  has  been  levied
                  against  the  Company or any of its assets or action  taken to
                  repossess  goods in the Company's  possession.  No unsatisfied
                  judgment, order or award is outstanding against the Company.

         11.6.    Floating Charges

                  No floating  charge  created by the  Company has  crystallised
                  and, so far as the Seller is aware, there are no circumstances
                  likely to cause such a floating charge to crystallise.

         11.7.    Vulnerable Antecedent Transactions

                  The Company has not been party to any transaction  which could
                  be avoided in a winding up and/or  pursuant  to or as a result
                  of which an asset owned,  purportedly  owned or otherwise held
                  by the Company is liable to be transferred  or  re-transferred
                  to another  person or which gives,  or so far as the Seller is
                  aware may give,  rise to a right of compensation or payment in
                  favour of another person.

         11.8.    Analogous and Potential Events

                  No event  analogous to any of the foregoing has occurred in or
                  outside  England  and no  circumstance  has  arisen  which may
                  entitle  any person to take any  action,  appoint  any person,
                  commence proceedings or obtain any order of the type mentioned
                  in paragraphs 11.1 to 11.7 above.


                                       48
<PAGE>

         11.9.    Events affecting the Seller

                  No event,  matter or thing  referred to in paragraphs  11.1 to
                  11.7 inclusive has occurred in relation to the Seller.

12.      THE COMPANY AND ITS INVESTMENTS

         12.1.    Particulars of the Company

                  12.1.1.  The  particulars of the Company set out in SCHEDULE 2
                           are accurate and complete.

         12.2.    Investments, Associations and Branches

                  The Company:

                  12.2.1.  is not the holder or beneficial owner of, and has not
                           agreed to acquire,  any shares or other securities of
                           whatever  nature of any other company or  corporation
                           (whether   incorporated  in  the  United  Kingdom  or
                           elsewhere);

                  12.2.2.  is not, and has not agreed to become, a member of any
                           partnership,   joint  venture,  consortium  or  other
                           unincorporated  association,  body or  undertaking in
                           which it is to  participate  with any other person in
                           any business or investment; and

                  12.2.3.  has no branch,  agency or place of  business  outside
                           its place of incorporation.

         12.3.    City Code

                  During the ten years prior to the date of this Agreement,  the
                  Company has not:

                  12.3.1.  had at any time any equity  share  capital  listed on
                           the London Stock Exchange;

                  12.3.2.  had any dealings  and/or prices at which persons were
                           willing to deal in its equity share capital published
                           in a newspaper,  electronic price quotation system or
                           otherwise on a regular basis for a continuous  period
                           of at least six months;

                  12.3.3.  had at any time any equity share capital subject to a
                           marketing   arrangement   as   described  in  section
                           163(2)(b) of the Companies Act 1985; or

                  12.3.4.  filed a  prospectus  with the  Registrar of Companies
                           for the issue of any equity share capital.

13.      THE COMPANY'S BUSINESS AND THE EFFECT OF SALE

         13.1.    Business Since the Balance Sheet Date

                  Since the Balance Sheet Date:

                  13.1.1.  the  Company  has  carried  on  its  business  in the
                           ordinary  and usual  course so as to maintain it as a
                           going  concern  and  without  any   interruption   or
                           alteration  in the  nature,  scope or  manner  of its
                           business;


                                       49
<PAGE>

                  13.1.2.  the Company has not entered into any unusual contract
                           or commitment or otherwise departed from its ordinary
                           and usual course of trading;

                  13.1.3.  there has been no  deterioration  in the financial or
                           trading  position,   prospects  or  turnover  of  the
                           Company;

                  13.1.4.  there  has been no  significant  event or  occurrence
                           (including,  but  not  limited  to  the  loss  of any
                           significant  customer or  supplier)  which has had or
                           may  following  Completion  have a  material  adverse
                           affect  on  the  Company's  business  or  its  value,
                           profitability or prospects;

                  13.1.5.  the Company  has not  borrowed or raised any money or
                           taken  any  form  of  financial   facility   (whether
                           pursuant to a factoring arrangement or otherwise);

                  13.1.6.  the Company has paid its creditors in accordance with
                           their respective  credit terms and there are no debts
                           outstanding  by the  Company  which have been due for
                           more than four weeks and no claims  have been made or
                           are  pending  against  the  Company  under  the  Late
                           Payment of Commercial  Debts  (Interest) Act 1998 (or
                           in the case of AB and FPSI its equivalent act);

                  13.1.7.  the Company has not entered  into, or agreed to enter
                           into, any capital commitments;

                  13.1.8.  no share or loan capital has been issued or agreed to
                           be issued by the Company; and

                  13.1.9.  no   distribution  of  capital  or  income  has  been
                           declared,  made  or  paid  in  respect  of any  share
                           capital of the Company and (excluding fluctuations in
                           overdrawn  current  accounts with bankers) no loan or
                           share capital of the Company has been repaid in whole
                           or part or has become liable to be repaid in whole or
                           part.

         13.2.    Commission

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

         13.3.    Consequence of Share Acquisition by the Buyer

                  The  acquisition  of the Sale Shares and the  Transferred  WGL
                  Indebtedness by the Buyer or compliance with the terms of this
                  Agreement will not:

                  13.3.1.  So far as the  Seller is aware  cause the  Company to
                           lose  the  benefit  of  any  right  or  privilege  it
                           presently   enjoys  or  relieve  any  person  of  any
                           obligation  to the Company  (whether  contractual  or
                           otherwise)  or enable any person to vary or determine
                           any  such  obligation  or any  contractual  right  or
                           benefit  enjoyed by the  Company or to  exercise  any
                           right whether under an agreement  with the Company or
                           otherwise;


                                       50
<PAGE>

                  13.3.2.  result in any present or future  indebtedness  of the
                           Company becoming due or capable of being declared due
                           and payable prior to its stated maturity;

                  13.3.3.  result  in  the   creation  or   imposition   of  any
                           Encumbrance  on any of the  property or assets of the
                           Company;

                  13.3.4.  give rise to or cause to become exercisable any right
                           of pre-emption;

                  13.3.5.  result in a breach of, or constitute a default under,
                           any  provision  of  the  memorandum  or  articles  of
                           association of the Company (or equivalent documents);

                  13.3.6.  result in a breach of, or  constitute a default under
                           any  order,  judgment  or  decree  of  any  court  or
                           government  agency  or any other  restriction  of any
                           kind or  character by which the Company or the Seller
                           is bound or subject; or

                  13.3.7.  result in a breach of, or  constitute a default under
                           the  terms,   conditions   or   provisions   of,  any
                           agreement,  understanding,  arrangement or instrument
                           (including, but not limited to, any contract to which
                           the Company is party);

                  13.3.8.  and, to the best of the  knowledge  and belief of the
                           Seller,  the  Company's  relationships  with clients,
                           customers,   suppliers  and  employees  will  not  be
                           adversely  affected  thereby  and the  Seller  is not
                           aware of any circumstances  (whether or not connected
                           with the Buyer  and/or  the sale of the Sale  Shares)
                           indicating  that,  nor has it been  informed or is it
                           otherwise aware that, any person who now has business
                           dealings  with the Company would or might cease to do
                           so or reduce such  business  dealings  for any reason
                           after Completion.

         13.4.    Grants etc

                  Full  particulars of all grants,  subsidies or other financial
                  assistance received from any supranational,  national or local
                  authority or government  agency (and all  applications for any
                  such grants,  subsidies  or other  financial  assistance)  are
                  given in the Disclosure  Letter and there are no circumstances
                  (including  the sale of the Sale  Shares)  which might lead to
                  the  whole  or part of any  such  grants,  subsidies  or other
                  financial   assistance  becoming  repayable  or  forfeited  or
                  withheld.

         13.5.    Insurances

                  13.5.1.  Details  of all the  insurance  policies  (including,
                           without  limitation,  the  limit  and  basis of cover
                           under each  policy  and the amount of any  applicable
                           excess) in which the  Company  has an  interest  (the
                           "Company's  Insurances")  are given in the Disclosure
                           Letter.  The Company's  Insurances afford the Company
                           adequate  cover  against fire and such other risks as
                           companies  carrying  on a  similar  business  to  the
                           Company commonly cover by insurance and in particular
                           (but without limitation):


                                       51
<PAGE>

                  a)       the assets and  undertaking  of the  Company  are and
                           have at all material times been insured in their full
                           replacement or reinstatement value;

                  b)       the   Information   Systems   are   insured  for  all
                           foreseeable  risks to their full  replacement  value,
                           together with incidental expenses, including, without
                           limitation,  costs and expenses of data  recovery and
                           reconstruction; and

                  c)       the  Company is now,  and has at all  material  times
                           been, fully covered against accident, damage, injury,
                           third party loss (including Product Liability),  loss
                           of profits and other risks normally  insured  against
                           by companies carrying on a similar business.

                  13.5.2.  All the  Company's  Insurances  are in full force and
                           effect and will be  maintained  in full force without
                           alteration  pending  Completion.  In  relation to the
                           Company's Insurances:

                  a)       So  far  as  the   Seller  is  aware   there  are  no
                           circumstances which might lead to any liability under
                           any of the Company's  Insurances being avoided by the
                           insurers or the premiums being increased;

                  b)       there are no special or unusual  terms,  restrictions
                           or rates of premium and all  premiums  have been paid
                           on time; and

                  c)       So far as the  Seller  is  aware  there  is no  claim
                           outstanding under any of the Company's Insurances nor
                           is the Seller  aware of any  circumstances  likely to
                           give rise to a claim nor (if the  Seller was to renew
                           the Company's  Insurances) is the Seller aware of any
                           reason  why the  relevant  insurers  would  or  might
                           refuse to renew them.

         13.6.    Trading Name

                  The  Company  does not  trade  under any name  other  than its
                  corporate name.

         13.7.    Trade Associations

                  Full  particulars  of all trade or  business  associations  of
                  which the  Company is a member  are set out in the  Disclosure
                  Letter and:

                  13.7.1.  the Company is now and has been at all material times
                           in compliance with the regulations or guidelines laid
                           down by any such trade or business association; and

                  13.7.2.  all reports, comments and recommendations made by any
                           such  association  during the six years  prior to the
                           date of this  Agreement are annexed to the Disclosure
                           Letter.

         13.8.    Assets and Charges

                  13.8.1.  Except for current assets  disposed of by the Company
                           in the ordinary and usual course of its business, the


                                       52
<PAGE>

                           Company is the owner legally and  beneficially of and
                           has good  marketable  title to all assets included in
                           the Audited  Accounts  and all assets which have been
                           acquired by the Company  since the Balance Sheet Date
                           and such assets  represent  all of the assets used or
                           useable  in  connection  with  the  business  of  the
                           Company.

                  13.8.2.  No  Encumbrance  is  outstanding  nor  is  there  any
                           agreement  or  commitment  to give or create or allow
                           any  Encumbrance  over or in  respect of the whole or
                           any  part  of  the  Company's  assets,   undertaking,
                           goodwill  or  uncalled  capital and no claim has been
                           made by any person  that he is  entitled  to any such
                           Encumbrance.

                  13.8.3.  Since the Balance  Sheet Date,  save for disposals in
                           the ordinary and usual  course of its  business,  the
                           assets of the Company have been in the possession of,
                           or under the control of, the Company.

                  13.8.4.  No asset is  shared  by the  Company  with any  other
                           person  and  the  Company  does  not  depend  for the
                           purposes of its business  upon any assets,  premises,
                           facilities  or  services  owned  or  supplied  by the
                           Seller or any other member of the Seller's Group.

                  13.8.5.  The Company owns, or has a contractual  right to use,
                           all of the assets  necessary for the  continuation of
                           its  business  as  carried  on at the  date  of  this
                           Agreement.

                  13.8.6.  The  Disclosure  Letter  contains  true and  complete
                           details of all  charges in favour of the  Company and
                           no  charge  in  favour  of the  Company  is  void  or
                           voidable for want of registration.

         13.9.    Debts

                  13.9.1.  Save  to the  extent  of  any  provision  or  reserve
                           therefor  contained or  reflected  in the  Completion
                           Accounts,  any debts owed to the  Company as recorded
                           in the Company's  Records are good and collectable in
                           the  ordinary  and usual  course of business and will
                           realise  their  full face  value  (plus  any  accrued
                           interest) within six months of Completion.

                  13.9.2.  The  rights of the  Company  in respect of such debts
                           are valid and  enforceable and are not subject to any
                           defence,    right   of   set-off   or   counterclaim,
                           withholding  or other  deduction  and no act has been
                           done or  omission  permitted  whereby any of them has
                           ceased or might cease to be valid and  enforceable in
                           whole or in part.

                  13.9.3.  No amount  included in the Audited  Accounts as owing
                           to the  Company  at the  Balance  Sheet Date has been
                           released  for an amount  less than the value at which
                           it was  included  in the  Audited  Accounts or is now
                           regarded by the Seller as  irrecoverable  in whole or
                           in part.

                  13.9.4.  The Company has not factored or discounted any of its
                           debts or other receivables or agreed to do so.


                                       53
<PAGE>

                  13.9.5.  There are no debts owing by or to the  Company  other
                           than debts  which  have  arisen in the  ordinary  and
                           usual  course of  business,  nor has the Company lent
                           any money which has not been repaid.

         13.10.   Title Retention

                  The Company has not acquired or agreed to acquire any asset on
                  terms  that  property  in that  asset does not pass until full
                  payment is made.

         13.11.   Information Systems

                  13.11.1. All of the  Information  Systems have been maintained
                           and  supported  and have the  benefit of  appropriate
                           maintenance  and  support  agreements  which  are not
                           terminable  by the  supplier  on less than 24 months'
                           notice.

                  13.11.2. The Company has the  benefit of  appropriate  licence
                           agreements for the supply and use of any software and
                           data used by or on behalf of the Company and which is
                           not owned by the Company,  and none of those licences
                           is terminable by the supplier.

                  13.11.3. So far as the Seller is aware the Information Systems
                           have  adequate   capability   and  capacity  for  the
                           projected   requirements   of  the  Company  for  the
                           processing  and  other   functions   required  to  be
                           performed  for the  purposes  of the  business of the
                           Company.

                  13.11.4. Disaster  recovery  plans  and  business  contingency
                           agreements  are in effect and are  adequate to ensure
                           that  the  Information  Systems  can be  replaced  or
                           substituted   without  material   disruption  to  the
                           business of the Company.

                  13.11.5. Save  where  that  person is the  person  owning  (as
                           between it and the Company)  any of the  Intellectual
                           Property Rights in the Information Systems concerned,
                           in the event that any person providing maintenance or
                           support  services for any of the Information  Systems
                           ceases  or is unable to do so,  the  Company  has all
                           necessary   rights,   materials  and  information  to
                           procure  the  carrying   out  of  such   services  by
                           employees or by a third party  without  undue expense
                           or delay.

                  13.11.6. The  Company  has for the  purposes  of the  business
                           carried  on by it  immediately  prior to  completion,
                           sufficient    technically   competent   and   trained
                           employees to handle, operate,  monitor and use of the
                           Information Systems.

                  13.11.7. The Company has  adequate  procedures  with regard to
                           internal  and  external  security of the  Information
                           Systems and all information, data, software and files
                           residing on them, and all back-up copies of the same,
                           including   (without   limitation)   procedures   for
                           preventing   unauthorised   access,   preventing  the
                           introduction   of  a  virus  or  other  disabling  or
                           corrupting  device,  taking and  storing  on-site and
                           off-site back-up copies of software and data.


                                       54
<PAGE>

                  13.11.8. The  Company has the right to obtain from the creator
                           of the same  updated  versions  of all  standard  non
                           bespoke  software  is  used  by  it in  the  business
                           carried on by it immediately  prior to completion and
                           which  is  material  to  the   carrying  on  of  such
                           business.

                  13.11.9. The Company owns,  and is in  possession  and control
                           of, copies of all manuals, guides,  instruction books
                           and technical documents  (including those relating to
                           any  corrections  and  updates)  required  to operate
                           effectively the Information Systems.

                  13.11.10.The  Information  Systems have no defects or problems
                           in operation which detrimentally affect to a material
                           extent the Company's ability to operate its business.

         13.12.   Marketing Information

                  13.12.1. All  Marketing  Information  used by the  Company  is
                           owned by or is the subject of a valid grant of rights
                           to the Company and is not subject to any  restriction
                           which materially and adversely  affects the Company's
                           ability to use it for the purposes of its business.

                  13.12.2. The  Company has not  disclosed  nor is it obliged to
                           disclose any Marketing  Information of a confidential
                           nature to any person other than its employees.

                  13.12.3. The Company is not in breach of any  agreement  under
                           which  Marketing  Information  was  or is to be  made
                           available to it.

         13.13.   Properties

                  13.13.1. Title to Properties

                  a)       The particulars of the Properties shown in SCHEDULE 7
                           are true and  correct.  Except as shown in SCHEDULE 7
                           the  Company  has no other  interest in land and does
                           not occupy  any other  property  and has not  entered
                           into any  agreement to acquire or dispose of any land
                           or premises  or any  interest  therein  which has not
                           been completed.

                  b)       The owner of each  Property  shown in  SCHEDULE  7 is
                           solely legally and  beneficially  entitled to and has
                           good and marketable title to and exclusive occupation
                           of such Property.

                  c)       Each  Property  is held  free  from any  mortgage  or
                           charge   (whether   legal  or  equitable,   fixed  or
                           floating)  or  other   Encumbrance,   or  any  lease,
                           sub-lease,  tenancy,  licence or right of occupation,
                           rent  charge,   exception,   reservation,   easement,
                           quasi-easement  or privilege (or agreement for any of
                           the same) in favour of a third party.

                  d)       The lease, sub-lease, tenancy or agreement for any of
                           the same under which any of the  Properties  are held
                           is  valid  and   subsisting   against  all   persons,
                           including  any person in whom any superior  estate or
                           interest is vested.


                                       55
<PAGE>

                  e)       There are appurtenant to each Property all rights and
                           easements necessary for its current use and enjoyment
                           (without restriction as to time or otherwise) and the
                           access  for  each of the  Properties  is  over  roads
                           adopted  by the local  authority  and  maintained  at
                           public expense.

                  f)       The  Company  has  not  entered   into  any  positive
                           covenants  or personal  obligations  nor does it have
                           any personal rights under which it has any subsisting
                           liability (whether actual or contingent).

                  13.13.2. Matters Affecting Properties

                  a)       No Property or any part thereof is affected by any of
                           the  following  matters  or so far as the  Seller  is
                           aware likely to become so affected:

                           (i)      any outstanding dispute, notice or complaint
                                    or  any   exception,   reservation,   right,
                                    covenant,  restriction or condition which is
                                    of an  unusual  nature or which  affects  or
                                    might in the future affect the use of any of
                                    the  Properties for the purpose for which it
                                    is now  used  (the  "current  use") or which
                                    affects  or might in the  future  affect the
                                    value of any of the Properties;

                           (ii)     any notice,  order,  demand,  requirement or
                                    proposal of which the owner has notice or of
                                    which the  Seller is aware made or issued by
                                    or on behalf of any  government or statutory
                                    authority,    department    or   body    for
                                    acquisition,    clearance,   demolition   or
                                    closing,  the  carrying out of any work upon
                                    any  building,   the   modification  of  any
                                    planning  permission,  the discontinuance of
                                    any use or the imposition of any building or
                                    improvement line, the alteration of any road
                                    or footpath or which  otherwise  affects any
                                    of the  Properties  or their  current use or
                                    value;

                           (iii)    any compensation received as a result of any
                                    refusal  of  any  application  for  planning
                                    consent   or   the    imposition    of   any
                                    restrictions  in  relation  to any  planning
                                    consent;

                           (iv)     any   commutation   or  agreement   for  the
                                    commutation  of rent or  payment  of rent in
                                    advance of the due dates of payment thereof;

                           (v)      any    outstanding    claim   or   liability
                                    (contingent or otherwise)  whether under the
                                    Planning  Acts (as  defined  in the Town and
                                    Country Planning Act 1990) or otherwise;

                           (vi)     any outgoings  except uniform business rates
                                    and water rates; or

                           (vii)    the  requirement  of consent  from any third
                                    party to the charging of the  Properties  or
                                    any of them.


                                       56
<PAGE>

                  b)       Each of the  Properties  is in a good state of repair
                           and  condition  and fit for  the  current  use and no
                           deleterious material (including,  without limitation,
                           high alumina cement, woodwool,  calcium chloride, sea
                           dredged  aggregates or asbestos material) was used in
                           the construction,  alteration or repair thereof or of
                           any of  them  and  there  are no  development  works,
                           redevelopment  works or fitting out works outstanding
                           in respect of any of the Properties.

                  c)       All restrictions, conditions and covenants (including
                           any imposed by or  pursuant to any lease,  sub-lease,
                           tenancy or agreement  for any of the same and whether
                           the Company is the landlord or tenant  thereunder and
                           any  arising  in  relation  to  any  superior  title)
                           affecting  any of the  Properties  have been observed
                           and  performed  and no notice of any breach of any of
                           the same has been received or so far as the Seller is
                           aware likely to be received.

                  d)       The current use of the  Properties  and all machinery
                           and equipment therein and the conduct of any business
                           therein  complies in all  respects  with all relevant
                           statutes and regulations including, without prejudice
                           to the generality of the foregoing, the Factories Act
                           1961,  the  Offices  Shops and Railway  Premises  Act
                           1963, the Fire  Precautions  Act 1971, the Health and
                           Safety at Work etc, Act 1974, the Betting, Gaming and
                           Lotteries  Act 1963 and with all  rules,  regulations
                           and   delegated   legislation   thereunder   and  all
                           necessary  licences and consents required  thereunder
                           have been obtained.

                  e)       There are no  restrictive  covenants  or  provisions,
                           legislation   or   orders,   charges,   restrictions,
                           agreements,   conditions   or  other   matters  which
                           preclude  or  limit  the  current  use  of any of the
                           Properties and the current user is the permitted user
                           under the provisions of the Planning Acts (including,
                           without  limitation,  section  52  of  the  Town  and
                           Country  Planning  Act 1971;  section 106 of the Town
                           and Country  Planning Act 1990; or section 278 of the
                           Highways Act 1980) and  regulations  made  thereunder
                           and is in  accordance  with the  requirements  of the
                           local  authorities and all  restrictions,  conditions
                           and covenants  imposed by or pursuant to the Planning
                           Acts  have  been   observed  and   performed  and  no
                           agreements  have been  entered  into with any  public
                           authority or statutory authority in respect of any of
                           the Properties  whether pursuant to the Planning Acts
                           or otherwise.

                  f)       All necessary planning  permissions,  listed building
                           consents,   bye-law  consents,   building  regulation
                           consents and other permissions and approvals (whether
                           or not  required  by statute)  for the  construction,
                           extension and alteration of the Properties  have been
                           obtained  and  complied   with,  and  none  of  those
                           permissions, consents and approvals has been given on
                           a temporary or personal basis nor does it require the
                           removal at any time of the works so authorised.

                  g)       Any  necessary or  appropriate  action to protect the
                           interests  of the  Company  has been taken  under the
                           Landlord  and Tenant Act 1954 and in relation to rent
                           review   provisions   in   relation   to  any  lease,
                           sub-lease,  tenancy or agreement  for any of the same


                                       57
<PAGE>

                           and whether the Company is the landlord or the tenant
                           thereunder and all appropriate  time limits have been
                           complied with and no rent reviews are  outstanding at
                           the date hereof or exercisable prior to Completion.

                  h)       In  relation  to any  lease,  sub-lease,  tenancy  or
                           agreement for any of the same under which the Company
                           is the landlord:

                           the rents  collected by the Company have not exceeded
                           the sums lawfully recoverable;

                           (i)      no forfeiture proceedings have been taken or
                                    are contemplated;

                           (ii)     no notice  has been  served  by the  Company
                                    which is still outstanding;

                           (iii)    no works have been  carried  out which could
                                    give rise to a claim against the Company for
                                    compensation  or  which  would  have  to  be
                                    disregarded on any rent review;

                           (iv)     all   consents  and   conditions   contained
                                    therein have been  observed and performed to
                                    date; and

                           (v)      brief  details of such  leases,  sub-leases,
                                    tenancies or agreements  for any of the same
                                    are set out in  SCHEDULE 7 and such  details
                                    are true and correct.

                  i)       None of the  Properties is used for any purpose other
                           than the use  specified for such Property in SCHEDULE
                           7.

                  j)       Where the  interest  of the  Company in a Property is
                           leasehold,  there is no  right  for the  landlord  to
                           determine   the   lease   except   in  the  event  of
                           non-payment  of rent or other  breach of  covenant by
                           the tenant.

                  k)       All  replies  by or on  behalf  of the  Seller or the
                           Company  to   enquiries   relating   to  any  of  the
                           Properties  made by or on behalf  of the  Buyer  were
                           when given and are now true and correct.

                  13.13.3. Outstanding Property Liabilities

                           Except in relation to the Properties, the Company has
                           no liabilities  (actual or contingent) arising out of
                           the conveyance,  transfer,  lease, tenancy,  licence,
                           agreement  or  other  document  relating  to  land or
                           premises  or  an   interest  in  land  or   premises,
                           including,  without  limitation,  leasehold  premises
                           assigned or otherwise disposed of.

14.      THE COMPANY'S CONTRACTS

         14.1.    No Other Contracts

                  There are not in force in relation to the Company's  business,
                  assets   or   undertaking   any   agreements,    undertakings,
                  understandings,  arrangements  or other  engagements,  whether


                                       58
<PAGE>

                  written  or oral,  to which  the  Seller is a party or has the
                  benefit of or is otherwise subject, the benefit of which would
                  be  required  to be  assigned  to or  otherwise  vested in the
                  Company to enable the Company to carry on its business  and/or
                  enjoy all the rights and privileges  attaching  thereto and/or
                  to any of its assets and  undertaking  in the same  manner and
                  scope  and to the same  extent  and on the  same  basis as the
                  Company has  carried on  business  or enjoyed  such rights and
                  privileges prior to the date of this Agreement.

         14.2.    The Company's Contracts

                  Each of the  contracts  to which  the  Company  is a party are
                  valid and  binding  and no notice of  termination  of any such
                  contract  has been  received  or served by the Company and the
                  Seller is not aware of the  invalidity  of, or of any  grounds
                  for determination, rescission, avoidance or repudiation of any
                  such contracts.

         14.3.    Contractual Arrangements

                  The  Company is not a party to or  subject  to any  agreement,
                  transaction,     obligation,    commitment,     understanding,
                  arrangement  or  liability  (whether in writing or  otherwise)
                  which:

                  14.3.1.  is:

                  a)       of six months or greater duration;

                  b)       for  an   indefinite   term  which  is  incapable  of
                           termination  by the  Company in  accordance  with its
                           terms on not more than 60 days notice;

                  c)       incapable of complete  performance in accordance with
                           its terms  within six months  after the date on which
                           it was entered into or undertaken; or

                  d)       otherwise  of  a  length  that  is  greater  than  is
                           customary in  businesses  of a similar  nature to the
                           business of the Company;

                  14.3.2.  is known or suspected by the Seller or by the Company
                           to be likely to  result in a loss to the  Company  on
                           completion of performance;

                  14.3.3.  is  of  an  onerous   nature  or  cannot  readily  be
                           fulfilled  or  performed  by the  Company on time and
                           without  undue or  unusual  expenditure  of money and
                           effort;

                  14.3.4.  involves   or  is  likely  to  involve   obligations,
                           restrictions,  expenditure or receipts of an unusual,
                           onerous or exceptional nature;

                  14.3.5.  is a contract for services (other than a contract for
                           the  supply  of  utility  or  other   normal   office
                           services);

                  14.3.6.  requires the Company to pay any commission,  finder's
                           fee, royalty or the like;

                  14.3.7.  involves   liabilities   which   may   fluctuate   in
                           accordance   with  an  index  or  rate  of   currency
                           exchange;


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<PAGE>

                  14.3.8.  is a contract for the supply of assets to the Company
                           on hire,  lease,  hire  purchase,  conditional  sale,
                           credit or deferred payment terms;

                  14.3.9.  is  dependent  on the  guarantee  or  covenant  of or
                           security provided by any other person;

                  14.3.10. is an agency, distributorship, marketing, purchasing,
                           manufacturing or licensing agreement or arrangement;

                  14.3.11. in any way restricts  the Company's  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;

                  14.3.12. relates to the acquisition or disposal of any shares,
                           businesses  or assets under which any  contingent  or
                           actual liability still remains;

                  14.3.13. can be  terminated  as a result of any  change in the
                           underlying  ownership or control of the  Company,  or
                           would be materially affected by any such change;

                  14.3.14. confers  (or is capable of giving  rise to) rights of
                           enforcement  in  favour  of any  person  who is not a
                           party thereto  pursuant to the  Contracts  (Rights of
                           Third Parties) Act 1999; or

                  14.3.15. is in any  way  otherwise  than in the  ordinary  and
                           usual course of the Company's business.

         14.4.    Substantial or significant contracts

                  No    agreement,    transaction,    obligation,    commitment,
                  understanding, arrangement or liability (whether in writing or
                  otherwise)  entered into or  undertaken by the Company and now
                  outstanding or unperformed involves any of the following:

                  14.4.1.  obligations  on the part of the  Company  which  will
                           cause or are  likely  to cause the  Company  to incur
                           expenditure  or an  obligation to pay money in excess
                           of 20,000 GBP;

                  14.4.2.  obligations  on the part of the  Company to  purchase
                           any  specified  minimum  quantity  or  any  specified
                           minimum  percentage of its total requirement or other
                           stock in trade from any one supplier; or

                  14.4.3.  the supply by the Company of its products or services
                           whether by way of lease or outright sale or otherwise
                           to any one customer (or person  connected  with them)
                           such that the value of such  supplies  exceeds  or is
                           likely to exceed 5 per cent of the total  turnover of
                           the  Company in the  financial  year  ending 31 March
                           2005 or in any subsequent year.

         14.5.    Defaults

                  14.5.1.  So far as the Seller is aware neither the Company nor
                           any other party to any agreement  with the Company is
                           in default  thereunder,  and the Company is not aware


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<PAGE>

                           of  any   invalidity  or  grounds  for   termination,
                           avoidance, rescission or repudiation of any agreement
                           to which  the  Company  is a party nor (so far as the
                           Seller is aware) are there any  circumstances  likely
                           to give rise to any such event.

                  14.5.2.  Full details of any  customers  (or any other persons
                           to whom the  Company  in the course of  business  has
                           supplied  services in the twelve months ending on the
                           date of this  Agreement)  who have  defaulted  in the
                           payment  when due of any  monies to the  Company  are
                           specified in the Disclosure  Letter and no other such
                           customers  or persons are  believed by the Company to
                           be likely so to default.

         14.6.    Sureties etc

                  14.6.1.  The  Company  is not a party to nor has it given  any
                           guarantee,  warranty, indemnity,  suretyship, comfort
                           letter or any other obligation  (whatever  called) to
                           pay,  provide  funds or take  action  in the event of
                           default  in the  payment of any  indebtedness  of any
                           other person or in the  performance of any obligation
                           of any other person and there is not now  outstanding
                           in respect of the  Company any  guarantee,  warranty,
                           agreement  for indemnity or for  suretyship,  comfort
                           letter   or   similar   obligation   given   for  the
                           accommodation  of the  Company  or in  respect of the
                           Company's business.

                  14.6.2.  Without  prejudice  to the  generality  of  Paragraph
                           14.6.1,  neither the Seller nor any person  connected
                           with any of them nor any person connected with it nor
                           any  third  party  has  given  any  guarantee  of  or
                           security  for, any overdraft  loan,  loan facility or
                           off-balance  sheet  financing  granted to the Company
                           nor  has  the  Company  given  any  guarantee  of  or
                           security for any  overdraft  loan,  loan  facility or
                           off-balance  sheet financing granted to the Seller or
                           any person connected with it or any third party.

         14.7.    Powers of Attorney

                  14.7.1.  No powers of attorney or other  authorities  (express
                           or implied) given by the Company are now in force.

                  14.7.2.  No person,  as agent or  otherwise,  is  entitled  or
                           authorised  to  bind or  commit  the  Company  to any
                           obligation  not in the  ordinary  and usual course of
                           the Company's  business,  and the Seller is not aware
                           of any person purporting to do so.

         14.8.    Insider Contracts

                  14.8.1.  There is not  outstanding,  and  there has not at any
                           time during the last six years been outstanding,  any
                           agreement  or  arrangement  to which the Company is a
                           party and in which

                  a)       the Seller;

                  b)       any person  beneficially  interested in the Company's
                           share capital;


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<PAGE>

                  c)       any Director; or

                  d)       any person connected with any of the above

                           is  or  has  been  interested,  whether  directly  or
                           indirectly.

                  14.8.2.  The  Company is not a party to, nor have its  profits
                           or  financial  position  during  such  period  as  is
                           mentioned in Paragraph  14.8.1 been  affected by, any
                           agreement or arrangement  which is not entirely of an
                           arm's length nature.

                  14.8.3.  All costs  incurred by the Company  have been charged
                           to the Company.

                  14.8.4.  The  Seller  nor any  person  connected  with it is a
                           party to any outstanding agreement or arrangement for
                           the  provision of finance,  goods,  services or other
                           facilities  to or  by  the  Company  or  in  any  way
                           relating to the Company or its affairs.

         14.9.    Liabilities

                  The  Company  has  no   outstanding   liabilities   (including
                  contingent  liabilities) other than the liabilities  disclosed
                  in the Audited Accounts or incurred, in the ordinary and usual
                  course of business, since the Balance Sheet Date.

         14.10.   Options and Pre-emption Rights

                  The Company is not a party to any option or pre-emption right.

         14.11.   Tenders, etc

                  No offer,  tender, or the like is outstanding which is capable
                  of being  converted  into an  obligation  of the Company by an
                  acceptance  or other act of some other  person and the Company
                  is not in negotiations  with, nor has it put proposals forward
                  or entered into  discussions with any customer or supplier for
                  the renewal of any existing business or acquisition of any new
                  business.

         14.12.   Documents

                  All title deeds and agreements to which the Company is a party
                  and  other  documents  owned  by or  which  ought to be in the
                  possession or control of the Company are in the  possession or
                  control of the Company and are  properly  stamped and are free
                  from any Encumbrance.

15.      THE COMPANY AND ITS FINANCIAL FACILITIES

         15.1.    Borrowings

                  15.1.1.  The total  amount  borrowed by the  Company  from its
                           bankers does not exceed its facilities.

                  15.1.2.  The  total  amount   borrowed  by  the  Company  from
                           whatsoever  source does not exceed any  limitation on
                           borrowing contained in its articles of association or
                           in  any   debenture  or  loan  stock  deed  or  other
                           instrument.


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<PAGE>

         15.2.    Continuance of Facilities

                  15.2.1.  Full and accurate details of all overdrafts, loans or
                           other  financial  facilities  of whatever  nature and
                           from whatever source  outstanding or available to the
                           Company  ("Facilities")  are given in the  Disclosure
                           Letter and true and complete  copies of all documents
                           relating   thereto  are  annexed  to  the  Disclosure
                           Letter.

                  15.2.2.  There has been no contravention of, or non-compliance
                           with,  the terms of the  Facilities  and no steps for
                           the early  repayment  of sums  outstanding  under the
                           Facilities or  enforcement  of any security  taken in
                           respect of any of the Facilities  have been commenced
                           or  threatened  and no  circumstances  have  occurred
                           which give rise to an  obligation  to make,  or would
                           permit the calling for,  any such early  repayment or
                           enforcement of security.

                  15.2.3.  Neither  the  Seller  nor  the  Company  has  done or
                           omitted to do anything whereby the continuance of any
                           of the  Facilities  in full force and effect might be
                           affected or prejudiced.

         15.3.    Off-Balance Sheet Financing

                  The Company has not engaged in any  borrowing or financing not
                  required to be reflected in the Audited Accounts.

         15.4.    Bank Accounts

                  15.4.1.  Full  and  accurate  particulars  of all the bank and
                           deposit  accounts of the Company and of the credit or
                           debit  balances  on such  accounts  as at a date (the
                           "Statement Date") not more than seven days before the
                           date of this  Agreement  are given in the  Disclosure
                           Letter and the  Company  does not have any other bank
                           or deposit account (whether in credit or overdrawn).

                  15.4.2.  Since the Statement Date:

                  a)       there have been no payments out of any such  accounts
                           except for routine payments in the ordinary and usual
                           course of the Company's business; and

                  b)       the   balances   on   such   accounts   are  not  now
                           substantially different from the balances shown as at
                           the Statement Date.

16.      THE COMPANY AND ITS EMPLOYEES

         16.1.    Directors

                  SCHEDULE  2 shows  the full  names  and  offices  held by each
                  person who is a director of the Company and no other person is
                  a director or shadow director of the Company.


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<PAGE>

         16.2.    Employees

                  16.2.1.  The  individuals,  details of whom are annexed to the
                           Disclosure Letter (the "Employees"), are all employed
                           by the Company at the date of this Agreement.

                  16.2.2.  The particulars set out in the Disclosure Letter show
                           true and  complete  details of the dates of birth and
                           lengths  of   continuous   service  of  each  of  the
                           Employees and, by reference to each of the Employees,
                           remuneration  payable and other benefits  provided or
                           which the Company is bound to provide (whether now or
                           in the future) to each  category of the  Employees at
                           Completion  or any  person  connected  with  any such
                           person and (without  limiting the  generality  of the
                           foregoing) include particulars of all profit sharing,
                           incentive,  bonus,  commission  arrangements  and any
                           other  benefit  to  which  any such  category  of the
                           Employees is entitled or which is regularly  provided
                           or made available to them (including details of their
                           notice  period and their  entitlement  to holiday) in
                           any case  whether  legally  binding on the Company or
                           not.

                  16.2.3.  None of the  Employees  has given notice  terminating
                           his contract of employment.

                  16.2.4.  Other than the  Employees,  there are no  individuals
                           employed  at  the  date  of  this  Agreement  by  the
                           Company.

                  16.2.5.  There are no  subsisting  contracts for the provision
                           by any  person  of any  consultancy  services  to the
                           Company and no person is engaged as a  contractor  by
                           the Company to perform any services for the Company.

                  16.2.6.  There are no persons  employed  or engaged to work in
                           the  Company  through  any  employment   business  or
                           agency.

                  16.2.7.  All contracts of service of any of the Employees (and
                           of any officer of the Company) are  terminable on not
                           more than three months' notice  without  compensation
                           (except for  compensation  payable in accordance with
                           employment legislation).

                  16.2.8.  During the period of six months ending on the date of
                           this  Agreement,  none  of  the  Employees  has  been
                           redeployed or re-engaged by the Company.

                  16.2.9.  During the period of six months ending on the date of
                           this  Agreement,  the Company has not  terminated the
                           employment or  engagement  of any person  employed or
                           engaged by the Company.

                  16.2.10. During the period of six months ending on the date of
                           this Agreement,  no person employed or engaged by the
                           Company has terminated his employment or engagement.

                  16.2.11. There  is no  plan,  scheme,  commitment,  custom  or
                           practice relating to redundancy  affecting any of the
                           Employees more generous than the statutory redundancy
                           requirements.


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<PAGE>

                  16.2.12. All  plans  for  the  provision  of  benefits  to the
                           Employees  comply in all  respects  with all relevant
                           statutes,   regulations   or   other   laws  and  all
                           governmental  filings in  relation to such plans have
                           been made.

                  16.2.13. There are no loans  owed by any of the  Employees  or
                           any officer of the Company to the Company.

                  16.2.14. Since the last review  date,  no change has been made
                           or promised in (i) the rate of  remuneration,  or the
                           emoluments or pension  benefits or other  contractual
                           benefits, of any officer of the Company or any of the
                           Employees or (ii) the terms of engagement of any such
                           officer or any of the Employees.

                  16.2.15. Except for the Pension Scheme (as defined in SCHEDULE
                           6) the  Company  is not under any  present  or future
                           liability  to pay to any of the  Employees  or to any
                           other  person  who has been in any  manner  connected
                           with  the  Company  or with any  person  who has been
                           employed by the Company any  pension,  superannuation
                           allowance, death benefit, retirement gratuity or like
                           benefit  or  to  contribute  to  any  life  assurance
                           scheme, medical insurance scheme, or permanent health
                           scheme and the Company has not made any such payments
                           or  contributions  on a  voluntary  basis  nor  is it
                           proposing to do so.

                  16.2.16. The normal  retirement  age for each of the Employees
                           is  [60]  years.  None  of  the  Employees  has  been
                           retained  beyond the normal  retirement  date and the
                           Company  has not agreed to extend the  employment  of
                           any Employee beyond the normal retirement date.

                  16.2.17. There  is  no   occupational   sick  pay   scheme  or
                           arrangement  whether  contractual or discretionary in
                           addition to Statutory Sick Pay.

                  16.2.18. There are no Employees who have been absent from work
                           due to illness or injury  during the period of twelve
                           months  ending  on the date of this  Agreement  for a
                           period in excess of ten Business Days.

                  16.2.19. So far as the  Seller  is  aware,  no  Employee  is a
                           disabled   person  as  defined   in  the   Disability
                           Discrimination Act 1995.

                  16.2.20. There  are  no  training  schemes,   arrangements  or
                           proposals whether past or present in respect of which
                           a levy may  henceforth  become payable by the Company
                           under the Industrial Training Act 1982 (as amended by
                           the Employment Act 1989).

                  16.2.21. There is no Employee who is entitled to take time off
                           work  for  study  and  training  in  accordance  with
                           sections 63A-C of the ERA 1996.

                  16.2.22. There is no Employee whose  employment by the Company
                           is subject to the Company  being  obliged to obtain a
                           work permit.


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<PAGE>

                  16.2.23. There is no Employee whose  employment by the Company
                           is dependent upon the immigration status of any other
                           person.

                  16.2.24. All  Employees  have waived  rights under the Working
                           Time Regulations 1998.

                  16.2.25. The Company has not become the employer of any of the
                           Employees  on a relevant  transfer (as defined in the
                           Transfer of  Undertakings  (Protection of Employment)
                           Regulations 1981).

                  16.2.26. There is no outstanding undischarged liability of the
                           Company  to  pay to any  governmental  or  regulatory
                           authority  in  any  jurisdiction  any   contribution,
                           Taxation or other duty (including interest, penalties
                           and  gross-up)   arising  in   connection   with  the
                           employment or engagement of any person.

                  16.2.27. None of the  Employees  will  become  entitled to any
                           enhancement in or improvement to their  remuneration,
                           benefits or terms and  conditions  of service only by
                           reason of completion  of the sale and purchase  under
                           or pursuant to this Agreement.

                  16.2.28. The  Company  has  not in  the  last  twelve  months,
                           entered  into any  informal  or formal  agreement  to
                           amend  or  change   the  terms  and   conditions   of
                           employment  of  any of the  Employees  (whether  such
                           amendment or change is to take effect before or after
                           Completion).

                  16.2.29. The Company has issued its Equal Opportunities Policy
                           (a copy of which is annexed to the Disclosure Letter)
                           to each of the Employees.

                  16.2.30. There are no persons  employed by the Company who are
                           absent  from work on  maternity  leave at the date of
                           this  Agreement  and no Employee  has given notice to
                           the Company that she intends to take maternity  leave
                           which will start after the date of this Agreement.

                  16.2.31. The Company  does not operate  any  maternity  leave,
                           maternity  pay or  parental  leave or  paternity  pay
                           scheme more generous than the statutory provisions.

                  16.2.32. Full details of the  entitlement  of each Employee to
                           parental leave (in accordance  with the Maternity and
                           Parental Leave etc Regulations  1999),  including any
                           application to take leave received before the date of
                           this Agreement, are set out in the Disclosure Letter.

         16.3.    Disputes with Employees

                  16.3.1.  There is no  outstanding  or threatened  claim by any
                           person  who is now or has  been  an  employee  of the
                           Company  or any  dispute  outstanding  with  any such
                           persons  or with any trade  union or any  other  body
                           representing  all or any of such  persons in relation
                           to their employment by the Company nor, so far as the
                           Seller is aware, are there any  circumstances  likely
                           to give rise to any such dispute.


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<PAGE>

                  16.3.2.  There is no industrial action involving any Employee,
                           whether official or unofficial,  currently  occurring
                           or threatened.

                  16.3.3.  There is no industrial relations matter affecting the
                           Company  which  has  been  referred  to  ACAS  or any
                           similar   governmental   agency  in  the   applicable
                           jurisdiction for advice, conciliation or arbitration.

                  16.3.4.  None of the  Employees  is subject  to any  unexpired
                           verbal  or  written   warning  in   relation  to  his
                           employment.

                  16.3.5.  There is no liability  outstanding to any Employee or
                           any other person who has been  employed or engaged by
                           the Company except for remuneration or other benefits
                           accruing  due  and  no  such  remuneration  or  other
                           benefit which has fallen due for payment has not been
                           paid.

         16.4.    Industrial Relations

                  16.4.1.  The Company does not recognise an  independent  trade
                           union for the purposes of collective  bargaining  and
                           none of the Employees  belongs or has belonged at any
                           material   time  to  an   independent   trade   union
                           recognised by the Company.

                  16.4.2.  The   Company   has  not   received  a  request   for
                           recognition for the purposes of collective bargaining
                           from any independent trade union under the provisions
                           of   the   Trades   Union   and   Labour    Relations
                           (Consolidation) Act 1992 or otherwise.

                  16.4.3.  There are no  employee  representatives  representing
                           all or any of the Employees.

                  16.4.4.  The Company has  complied  with all of its  statutory
                           obligations   to  inform  and   consult   appropriate
                           representatives as required by law.

                  16.4.5.  The   Company  is  not   obliged  to,  and  has  not,
                           established a European Works Council.




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<PAGE>

                                   SCHEDULE 4

                     TAXATION WARRANTIES AND REPRESENTATIONS

1.       INTERPRETATION

         1.1.     In this Schedule references to:

                  1.1.1.   income  or  profits  or  gains  earned,   accrued  or
                           received  shall  include  income or  profits or gains
                           treated  as  earned,  accrued  or  received  for  the
                           purposes of any legislation; and

                  1.1.2.   the  "Company"  includes  each  of the  Companies  in
                           Clause 2, 3.2, 10.2 and 11 below and includes each of
                           the Companies  other than Fever Pitch Studios Inc and
                           42-Bit-AB in the remaining Clauses of this Schedule.

2.       GENERAL TAXATION MATTERS

         2.1.     Residence

                  The  Company  is and  always has been  resident  for  Taxation
                  purposes only in the jurisdiction in which it is incorporated.

         2.2.     Tax Provisions

                  Full  provision  or  reserve  has  been  made  in the  Audited
                  Accounts for all Taxation liable to be assessed on the Company
                  or for which it is accountable  in respect of income,  profits
                  or gains earned,  accrued or received on or before the Balance
                  Sheet  Date or any event on or before the  Balance  Sheet Date
                  including distributions made down to such date or provided for
                  in the Audited  Accounts and full  provision  has been made in
                  the Audited  Accounts  for  deferred  Taxation  calculated  in
                  accordance with generally accepted accounting principles.

         2.3.     Returns

                  The Company has properly and  punctually  made all returns and
                  in all material respects provided all information required for
                  Taxation  purposes and none of such returns is disputed by the
                  Inland Revenue or any other authority concerned (in the United
                  Kingdom  or  elsewhere)  and the  Seller is not aware that any
                  dispute is likely,  or that any event has occurred which would
                  or might give rise to a payment under the Tax Deed.

         2.4.     Payment of Tax

                  The Company has duly and punctually paid all Taxation which it
                  has become  liable to pay and is under no liability to pay any
                  penalty or interest in connection with any claim for Taxation.

         2.5.     Audits

                  The  Company  has not in the last  three  years  received  any
                  audit,  visit or  inspection  from any Taxation  authority and
                  neither the Seller nor the Company is aware of any such audit,
                  visit or inspection planned for the next twelve months.


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<PAGE>

         2.6.     Special Arrangements and Concessions

                  2.6.1.   Details of any special  arrangements  and concessions
                           which  relate to or affect the Company and which have
                           been made  with any Tax  authority,  in  either  case
                           within  the  last  three  years,  are  set out in the
                           Disclosure Letter.

3.       DISTRIBUTIONS AND PAYMENTS

         3.1.     Distributions

                  3.1.1.   In the last six  years,  no  distribution  within the
                           meaning of sections  209 or 210 of the Taxes Act 1988
                           has been made by the Company except  dividends  shown
                           in its audited  accounts nor is the Company  bound to
                           make any such distribution.

                  3.1.2.   No securities  (within the meaning of section  254(1)
                           of the  Taxes Act 1988)  issued  by the  Company  and
                           remaining  in issue at the date hereof were issued in
                           such  circumstances that the interest payable thereon
                           falls to be treated as a  distribution  under section
                           209(2)(d), (da) or (e) of the Taxes Act 1988.

                  3.1.3.   The Company has not made or received any distribution
                           which is an exempt distribution within section 213 of
                           the Taxes Act 1988.

                  3.1.4.   The Company has not received any capital distribution
                           to which the  provisions  of section  189 of the TCGA
                           1992 could apply.

                  3.1.5.   The  Company  has not issued any share  capital,  nor
                           granted   options  or  rights  to  any  person  which
                           entitles  that  person  to  require  the issue of any
                           share capital, to which the provisions of section 249
                           of the Taxes Act 1988 could apply.

                  3.1.6.   The  Company has not, at any time after 6 April 1965,
                           repaid or agreed  to repay or  redeemed  or agreed to
                           redeem or  purchased or agreed to purchase or granted
                           an  option  under  which  it  may  become  liable  to
                           purchase  any shares of any class of its issued share
                           capital.

                  3.1.7.   The  Company has not, at any time after 6 April 1965,
                           capitalised  or agreed to  capitalise  in the form of
                           shares or  debentures  any profits or reserves of any
                           class or description or otherwise issued or agreed to
                           issue any share capital other than for the receipt of
                           new  consideration  (within the meaning of Part VI of
                           the  Taxes  Act 1988) or passed or agreed to pass any
                           resolution to do so.

         3.2.     Payments Under Deduction

                  All  payments by the Company to any person which ought to have
                  been  made  under  deduction  of Tax have been so made and the
                  Company  has  (if   required   by  law  to  do  so)   provided
                  certificates  of deduction to such person and accounted to the
                  Inland Revenue for the Tax so deducted.


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<PAGE>

         3.3.     Payments and Disallowances

                  No rents, interest, annual payments or other sums of an income
                  nature  paid or payable by the Company or which the Company is
                  under  an  obligation  to pay  in the  future  are  wholly  or
                  partially  disallowable  as deductions or charges in computing
                  profits for the purposes of  corporation  tax by reason of the
                  provisions of sections 74, 125, 338,  577,  577A,  779 to 784,
                  and 787 of the Taxes Act 1988 or otherwise.

4.       CAPITAL ALLOWANCES

         4.1.     Balancing Charges

                  4.1.1.   No balancing charge under the Capital  Allowances Act
                           2001  (or  other  legislation   relating  to  capital
                           allowances)  would  be  made  on the  Company  on the
                           disposal  of any pool of  assets  (that is to say all
                           those assets  expenditure  relating to which would be
                           taken into account in  computing  whether a balancing
                           charge  would  arise on a  disposal  of any  other of
                           those  assets) or of any asset not in such a pool, on
                           the  assumption  that  the  disposals  are made for a
                           consideration  equal  to the book  value  shown in or
                           adopted for the purposes of the Audited  Accounts for
                           the  assets  in the  pool or (as the case may be) for
                           the asset.

                  4.1.2.   No event has  occurred  since the Balance  Sheet Date
                           otherwise than in the ordinary  course of business by
                           reason of which any  balancing  charge may fall to be
                           made  against  or any  disposal  value may fall to be
                           brought into account by the Company under the Capital
                           Allowances Act 2001 (or other legislation relating to
                           capital allowances).

5.       CLOSE COMPANIES

         5.1.     Close Company

                  5.1.1.   The Company is a close company.

                  5.1.2.   No  distribution  within section 418 of the Taxes Act
                           1988 has been made by the Company.

                  5.1.3.   The  Company  does  not  have and has not in the last
                           three  years  had (and  will not be deemed to have or
                           have had in the last  three  years)  outstanding  any
                           loan or advance to a participator  or an associate of
                           a  participator  so as to  become  liable to make any
                           payment under section 419 of the Taxes Act 1988.

                  5.1.4.   The  Company is not,  and has not since 31 March 1989
                           been, a close  investment  holding company within the
                           meaning of section 13A of the Taxes Act 1988.

6.       ANTI-AVOIDANCE

         6.1.     Section 765 of the Taxes Act 1988

                  Within the last six years,  the  Company  has not  without the
                  prior consent of the Treasury been a party to any  transaction
                  for which  consent under section 765 of the Taxes Act 1988 was




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                  required.  Where such consent would have been required but for
                  the  provisions of section  765A(1) of the Taxes Act 1988, the
                  Company  has  complied  in full with the  requirements  of The
                  Movements of Capital (Required  Information)  Regulations 1990
                  and a copy of the  notification  required  pursuant thereto is
                  annexed to the Disclosure Letter.

         6.2.     Controlled Foreign Companies

                  6.2.1.   The  Disclosure  Letter  contains full details of any
                           company,  in the share  capital of which the  Company
                           has an interest,  which is not resident in the United
                           Kingdom for  Taxation  purposes  (or which is treated
                           for the purposes of any double taxation convention as
                           not being so resident) which is controlled by persons
                           resident in the United Kingdom for Taxation  purposes
                           and in which the  Company  has 10 per cent or more of
                           the voting rights (a "controlled foreign company").

                  6.2.2.   No enquiries  have been made by the Inland Revenue in
                           respect of any controlled foreign company.

                  6.2.3.   No  direction  has been  made by the  Board of Inland
                           Revenue  under  section  747 of the Taxes Act 1988 in
                           respect of any controlled foreign company.

                  6.2.4.   Section  748(1) of the Taxes Act 1988 applies to each
                           controlled foreign company.

         6.3.     Tax Avoidance

                  6.3.1.   So far as the Seller is aware,  the  Company  has not
                           been  a  party  to  or  otherwise   involved  in  any
                           transaction to which any of the following  provisions
                           apply:

                           Section 29 to section 34 of the TCGA 1992;
                           Section  730,  section  739 or section 774 to section
                           787 in Part XVII of the Taxes Act 1988.

                  6.3.2.   So far as the Seller is aware,  the  Company  has not
                           been a party to any  transaction  to which any of the
                           following  provisions apply (other than  transactions
                           in  respect of which all  Inland  Revenue  clearances
                           have been obtained  after  disclosure of all material
                           facts and are attached to the Disclosure Letter):

                           Section  139 of the  TCGA  1992;
                           Section 135 or section 136 of the TCGA 1992;
                           Section 140A or section 140C of the TCGA 1992;
                           Section  213 to section 218 of the Taxes Act 1988 and
                           section 192 of the TCGA 1992;
                           Section 219 of the Taxes Act 1988;
                           Section 703 of the Taxes Act 1988;
                           Section 776 of the Taxes Act 1988.

         6.4.     Transactions between Persons under Common Control

                  No  transactions  or  arrangements  involving the Company have
                  taken place or are in existence which are such that any of the
                  provisions of section 770 to section 773 of the Taxes Act 1988
                  have been or could be applied to them.


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<PAGE>

         6.5.     Pension Scheme Refunds

                  No payment has been made to the  Company to which  section 601
                  of the Taxes Act 1988 applies.

7.       CAPITAL ASSETS

         7.1.     Base Values

                  7.1.1.   The  Disclosure  Letter  contains  full and  accurate
                           particulars of:

                  a)       the  extent to which the book  value of an asset or a
                           particular  class of assets  as shown in the  Audited
                           Accounts  is in excess of the  amount  falling  to be
                           deducted  under  section 38 of the TCGA 1992 from the
                           consideration receivable on a disposal of that asset;
                           and

                  b)       the extent to which provision for Taxation in respect
                           of such excess has been made in the Audited Accounts.

         7.2.     Roll-over and Hold-over Relief

                  The Disclosure Letter contains, in relation to any asset owned
                  by the  Company on or after the Balance  Sheet Date,  full and
                  accurate  particulars  of all claims made by the Company under
                  section 23,  sections 152 to 158,  section  161,  section 162,
                  section 165,  sections 242 to 245,  section 247 or section 248
                  of the TCGA  1992 and no such  claim or other  claim  has been
                  made by any other  person (in  particular  pursuant to section
                  165 or section  175 of the TCGA 1992)  which  affects or could
                  affect  the  amount  or  value  of the  consideration  for the
                  acquisition  of any asset by the Company taken into account in
                  calculating  liability to corporation tax on chargeable  gains
                  on a subsequent disposal.

         7.3.     Pre-entry Losses

                  The Disclosure Letter contains details of all pre-entry losses
                  falling  within  paragraph  1(2)(a) of Schedule 7A to the TCGA
                  1992 which have, or will have, accrued to the Company prior to
                  Completion and details of all assets which,  if disposed of on
                  Completion, would give rise to an allowable loss.

         7.4.     Connected Party and Intra Group Transactions

                  7.4.1.   The Company has not disposed of or acquired any asset
                           to or  from  any  person  connected  with  it  within
                           section 839 of the Taxes Act 1988 or in circumstances
                           such that the  provisions  of  section 17 of the TCGA
                           1992 could apply to such disposal or acquisition.

                  7.4.2.   The  Company  has not  acquired  any  asset  (past or
                           present) from any other company then belonging to the
                           same group of  companies  as the  Company  within the
                           meaning of section 170(2) to (14) of the TCGA 1992.


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<PAGE>


         7.5.     Gains Accruing to Non-resident Companies or Trusts

                  There has not accrued any gain in respect of which the Company
                  may be liable to corporation tax on chargeable gains by virtue
                  of the  provisions  of  section  13 or  section 87 of the TCGA
                  1992.

         7.6.     Overseas Interests

                  7.6.1.   There  are no  circumstances  pursuant  to which  the
                           Company may become  liable to Tax pursuant to section
                           185 (Deemed  disposal of assets on company ceasing to
                           be resident  in UK),  section  187  (Postponement  of
                           charge  on  deemed  disposal)  of the  TCGA  1992  or
                           section 132  (Liability  of other  persons for unpaid
                           tax) of the Finance Act 1988.

                  7.6.2.   The  Company  has not  made  any  transfer  to  which
                           section 723 of the Taxes Act 1988 could apply.

8.       CLAIMS, ELECTIONS AND CLEARANCES

         8.1.     Claims by the Company

                  The Company has made no claim under any of the following:

                  8.1.1.   section 279 of the TCGA 1992 (assets situated outside
                           the United Kingdom);

                  8.1.2.   section 280 of the TCGA 1992 (tax on chargeable gains
                           payable by instalments);

                  8.1.3.   section  584  of the  Taxes  Act  1988  (unremittable
                           income arising outside the United Kingdom).

         8.2.     Elections

                  The  Disclosure   Letter  contains  full  particulars  of  all
                  elections  made by the Company  under  sections 524 and 527 of
                  the  Taxes  Act  1988  (lump  sum  receipts  for  patents  and
                  copyright).

9.       LOAN RELATIONSHIPS

         9.1.     The  Company   applies  an  authorised   accruals   method  of
                  accounting  (as that  term is  defined  in  section  85 of the
                  Finance  Act 1996) in  respect of all loan  relationships  (as
                  that term is defined in section 81 of the Finance Act 1996) to
                  which it is a party.

         9.2.     The Disclosure  Letter contains full and accurate  particulars
                  of any loan  relationship  to which  the  Company  is a party,
                  whether as debtor or  creditor,  where any other party to that
                  loan  relationship  is  connected  with  the  Company  for the
                  purposes of Chapter II of Part IV of the Finance Act 1996.

         9.3.     The  Disclosure  Letter  contains   particulars  of  any  loan
                  relationship  to which  the  Company  is a party  and to which
                  section 92 or section 93 of the Finance Act 1996 applies.


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<PAGE>


         9.4.     The  Disclosure  Letter  contains  particulars  of any  debtor
                  relationship  (as that term is defined  in section  103 of the
                  Finance Act 1996) of the Company  which  relates to a relevant
                  discounted security (as that term is defined in paragraph 3 of
                  Schedule 13 to the Finance Act 1996) to which  paragraph 17 or
                  paragraph 18 of Schedule 9 to the Finance Act 1996 applies.

         9.5.     The  Company  has not entered  into any  transaction  to which
                  paragraph 11(1) of Schedule 9 to the Finance Act 1996 applies.

         9.6.     The Company has not been, and is not entitled to be,  released
                  from any liability which arises under a debtor relationship of
                  the Company.


10.      TAXATION OF EMPLOYEES AND AGENTS

         10.1.    PAYE

                  In all material  respects,  the Company has properly  operated
                  the Pay As You Earn  system  deducting  Tax as required by law
                  from all  payments  to or  treated  as made to  employees  and
                  ex-employees  of the Company and  punctually  accounted to the
                  Inland  Revenue  for  all  Tax so  deducted  and  all  returns
                  required  pursuant  to Part 11 of ITEPA and  regulations  made
                  thereunder  have been  punctually  made and are  accurate  and
                  complete in all material respects.

         10.2.    Dispensations and PAYE Audits

                  The   Disclosure   Letter   contains   full   details  of  all
                  dispensations  obtained  by the Company and all details of any
                  visit from the Audit Office of the Inland  Revenue  within the
                  last six years  including full details of any settlement  made
                  pursuant thereto.

         10.3.    Benefits for Employees

                  10.3.1.  The   Company  has  not  issued  any  shares  in  the
                           circumstances  described in Part 7 of ITEPA,  and has
                           made all returns required in that Part.

                  10.3.2.  The  Company  has  not  made  any  payment  to  which
                           sections 225 or 226 of ITEPA applies.

         10.4.    Slave Companies

                  Any payment  made to or for the direct or indirect  benefit of
                  any  person  who is or  might  be  regarded  by  any  Taxation
                  authority as an employee of the Company is made to such person
                  direct  and is  not  made  to  any  company  or  other  entity
                  associated with that person.

         10.5.    Sub-Contractors

                  The Company has properly operated the sub-contractors'  scheme
                  deducting  Tax as  required by law from all  payments  made to
                  sub-contractors of the Company and punctually accounted to the
                  Inland Revenue for all Tax so deducted.


                                       74
<PAGE>


         10.6.    National Insurance

                  The Company has paid all national insurance  contributions for
                  which it is  liable  and has kept  proper  books  and  records
                  relating to the same and has not been a party to any scheme or
                  arrangement  to avoid any  liability to account for primary or
                  secondary national insurance contributions.

11.      STAMP DUTIES

         11.1.    Stamp Duty

                  The Company has duly paid or has procured to be paid all stamp
                  duty on  documents  to  which  it is a party or in which it is
                  interested and which are liable to stamp duty.

         11.2.    Stamp Duty Reserve Tax

                  The  Company  has made all  returns  and paid all  stamp  duty
                  reserve tax in respect of any  transaction  in  securities  to
                  which it has been a party or in  respect of which it is liable
                  to account for stamp duty reserve tax.

12.      VALUE ADDED TAX

         12.1.    Registration

                  The Company is duly registered for the purposes of Value Added
                  Tax with quarterly prescribed accounting periods.

         12.2.    VAT Group

                  The Company is not and has never been  treated for Value Added
                  Tax purposes as a member of any group of  companies  and there
                  has been no transfer of business as a going concern in respect
                  of which the Company  could  become,  or has at any time since
                  the Balance  Sheet Date been,  liable under  section 44 of the
                  VATA 1994 or any supply of goods or services by the Company in
                  respect of which section 43(1) of the VATA 1994 is or has been
                  disapplied  by  either  sub-sections  (1A)  or  (2A)  of  that
                  section. The Company is not of such a description that section
                  43(1AA) of the VATA 1994 has been,  or could be,  applied to a
                  supply to the  representative  member.  No  application  under
                  section  43(5)  involving  the Company has been  refused by HM
                  Customs & Excise under  sub-section (5A) for the protection of
                  the revenue.  No direction has been given under paragraph 1 of
                  Schedule  9A to the VATA  1994  either  to the  Company  or in
                  circumstances  where the  Company  may be liable for any Value
                  Added Tax assessed by that direction.

         12.3.    Secondary Liability

                  No act or  transaction  has been  effected in  consequence  of
                  which the Company is or may be held liable for any Value Added
                  Tax under  section  47,  section  48 or section 55 of the VATA
                  1994   (agents   etc.,   tax   representatives   and  customer
                  accounting) or section 29 of the VATA 1994  (self-billing) and
                  no  direction  affecting  the  Company  has been  given  under
                  paragraph 2 of Schedule 6 to the VATA 1994.


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<PAGE>

         12.4.    Compliance

                  The Company  has in the last three  years and in all  material
                  respects  complied  with  all  statutory  provisions,   rules,
                  regulations,  orders and directions concerning Value Added Tax
                  including the making on time of accurate  returns and payments
                  and the proper maintenance and preservation of records and the
                  Company has not been given any penalty liability notice within
                  section 64 of the VATA 1994,  any surcharge  liability  notice
                  within  section 59 of that Act, or any written  warning within
                  section 76(2) of that Act.

         12.5.    Exemption

                  The  Company is not and has not been  partially  exempt in its
                  current or  preceding  Value Added Tax year and, so far as the
                  Seller is aware, there are no circumstances by reason of which
                  the  Company  might not be  entitled  to credit  for all Value
                  Added Tax  chargeable  on  supplies  received  and imports and
                  acquisitions made (or agreed or deemed to be received or made)
                  by it since the beginning of its earliest Value Added Tax year
                  to include a period since the Balance Sheet Date and there are
                  no  circumstances  by  reason of which  Regulation  107 of the
                  Value Added Tax Regulations 1995 might apply (or has since the
                  Balance Sheet Date applied) to the Company.

         12.6.    Valuation

                  No  direction  has been or could have been made to the Company
                  under  paragraph 1 of Schedule 6 or  paragraph 1 of Schedule 7
                  to the VATA 1994.

         12.7.    Security

                  The Company has not at any time been required to give security
                  under paragraph 4 of Schedule 11 to the VATA 1994.

         12.8.    Option to Charge VAT on Supplies by the Company

                  The  Disclosure   Letter  contains  full  particulars  of  all
                  elections to waive  exemption  made or agreed to be made under
                  Schedule  10 to the VATA 1994 by (i) the  Company  or (ii) any
                  person  in  relation  to  which  the  Company  is  a  relevant
                  associate as defined in paragraph 3(7) of that Schedule.

         12.9.    Capital Goods Scheme

                  In the case of each  capital  item (if any) within the meaning
                  of Part XV of the Value Added Tax Regulations 1995 ("Part XV")
                  in relation  to which a liability  under Part XV has arisen or
                  could in the  future  arise  on the  Company,  the  Disclosure
                  Letter sets out:

                  12.9.1.  particulars of past adjustments under Part XV; and

                  12.9.2.  particulars  of all  matters to date  which  could be
                           relevant in determining the future  adjustments under
                           Part XV.


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<PAGE>

         12.10.   Ability to Opt to Tax

                  There is no land or  building  in  which  the  Company  has an
                  interest  and in relation to which any exempt  supply has been
                  made or agreed to be made by it such  that  paragraph  3(9) of
                  Schedule  10 to the  VATA  1994  could  require  it to  obtain
                  permission  before  making an election to waive  exemption and
                  there is no land or  building  in  which  the  Company  has an
                  interest where any election to waive  exemption is ineffective
                  by virtue of  paragraph  2(3A) of that  Schedule  or is or may
                  become  ineffective  by  virtue  of  paragraph  2(3AA) of that
                  Schedule.

         12.11.   Interest and Repayment Supplement

                  The Disclosure  Letter contains full particulars of all claims
                  which  have  been  made by the  Company  under  section  78 or
                  section 79 of the VATA  1994.  There are no  circumstances  by
                  virtue of which an  assessment  under  section 78A of the VATA
                  1994 has been or could be made on the Company.

         12.12.   Bad Debt Relief

                  The Disclosure  Letter contains full particulars of all claims
                  which  have been made  under  section  36 of the VATA 1994 and
                  there  are no  existing  circumstances  by virtue of which any
                  refund  of Tax  obtained  or  claimed  may be  required  to be
                  repaid.  There are no  circumstances  by virtue of which there
                  could be a  clawback  of input  tax  from  the  Company  under
                  section 36(4A) of the VATA 1994.

13.      INHERITANCE TAX AND GIFTS

         13.1.    Powers of Sale for Inheritance Tax Purposes

                  There are not in existence any circumstances  whereby any such
                  power as is  mentioned in section 212 of the  Inheritance  Tax
                  Act 1984  could be  exercised  in  relation  to any shares in,
                  securities of, or assets of, the Company.

         13.2.    Gifts

                  13.2.1.  The   Company  is  not  liable  to  be   assessed  to
                           corporation tax on chargeable gains or to inheritance
                           tax as donor or  donee of any gift or  transferor  or
                           transferee of value.

                  13.2.2.  The  Company  has  not  been a  party  to  associated
                           operations  in relation to a transfer of value within
                           the meaning of section 268 of the Inheritance Tax Act
                           1984.

                  13.2.3.  No Inland  Revenue  charge (as defined in section 237
                           of the Inheritance Tax Act 1984) is outstanding  over
                           any asset of the Company or in relation to any shares
                           in the capital of the Company.

         13.3.    Recovery of Tax

                  13.3.1.  The Company has not  received  any asset as mentioned
                           in section 282 of the TCGA 1992.


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<PAGE>


                                   SCHEDULE 5

                           ADJUSTMENT OF CONSIDERATION

1.      INTERPRETATION

        In this Schedule,  unless the  context otherwise requires, the following
        words and expressions shall have the meanings set opposite them:

        "Actual Net Asset Value"          means  the  Net  Asset  Value  of  the
                                          Companies   at   31st   October   2004
                                          calculated  in  accordance   with  the
                                          Completion Accounts;

        "Actual Net Indebtedness"         means the Net Indebtedness  calculated
                                          in  accordance   with  the  Completion
                                          Accounts;

        "AROC"                            means  the  amounts   recoverable   on
                                          contracts;

        "Completion Accounts"             means the  consolidated  accounts  for
                                          the Companies prepared and agreed (or,
                                          as the  case  may be,  determined)  in
                                          accordance with the provisions of this
                                          Schedule;

        "Estimated Net Asset Value"       means the sum of 882,000 GBP being the
                                          estimated   Net  Asset  Value  of  the
                                          Companies at 31st October 2004;

        "Estimated Net Indebtedness"      means the sum of 202,000 GBP being the
                                          estimated  net   indebtedness  of  the
                                          Seller at 31st October 2004;

        "Net Asset Value"                 means the aggregate value of all fixed
                                          and current assets of the Companies at
                                          31st October 2004 (excluding goodwill,
                                          patents,   trade   marks   and   other
                                          intangible assets) minus the aggregate
                                          value   of   all    liabilities    and
                                          provisions   (in    accordance    with
                                          paragraph  89  of  Schedule  4 to  the
                                          Companies  Act  1985  and  SSAP  18 in
                                          respect of contingent liabilities) and
                                          excluding   any  reserves  or  capital
                                          created by the upward  revaluation  of
                                          assets subsequent to the Balance Sheet
                                          Date;

        "Net Indebtedness"                means  the  net  indebtedness  of  the
                                          Seller at 31st October 2004  including
                                          creditors and accruals;

        "Provisional Consideration"       means the  consideration  for the Sale
                                          Shares   and   the   Transferred   WGL
                                          Indebtedness  of $7,750,000  stated in
                                          clause 3.1; and


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<PAGE>


        "SSAP"                            means Statement of Standard Accounting
                                          Practice  in force at the date of this
                                          Agreement.


2.       COMPLETION ACCOUNTS

         2.1.     Preparation

                  The Buyer shall use its  reasonable  endeavours  to procure as
                  soon  as  practicable,  and in any  event  not  later  than 60
                  Business  Days  after the  Completion  Date,  that  Completion
                  Accounts of the Companies be prepared in accordance  with this
                  Schedule and the parties  shall use their best  endeavours  to
                  secure  compliance  with  this  Schedule  by their  respective
                  accountants.   The  Seller  shall  promptly  supply  all  such
                  information  and  provide  access  to  all  such  records  and
                  personnel  as the  Buyer  shall  reasonably  require  for such
                  purpose.

         2.2.     Description

                  The  Completion  Accounts  shall  consist  of  a  consolidated
                  balance  sheet of the Companies as at the close of business on
                  31st October 2004 and a  consolidated  profit and loss account
                  of the  Companies  in  respect  of the  period  from  the  day
                  following  the Balance  Sheet Date to 31st  October 2004 (both
                  dates  inclusive) and which shall be substantially in the form
                  of the pro forma accounts in agreed form.

         2.3.     General Requirements

                  Subject to the specific  requirements  of paragraph  2.4 which
                  shall take  priority  over the  general  requirements  set out
                  below, the Completion Accounts shall:

                  2.3.1.   make  full  provision  for  all  actual,  future  and
                           contingent  liabilities  of the  Companies as at 31st
                           October 2004;

                  2.3.2.   be prepared under the historic cost convention and in
                           accordance  with  the  requirements  of all  relevant
                           statutes and generally accepted accounting  practices
                           and   principles,   SSAPs  and  Financial   Reporting
                           Standards;

                  2.3.3.   show a true and fair view of the state of  affairs of
                           the  Companies  at 31st  October 2004 and the profits
                           (or loss) of the  Companies  for the period  from the
                           Balance Sheet Date to 31st October 2004;

                  2.3.4.   apply  and  adopt  the same  bases  and  policies  of
                           accounting  as applied or adopted for the purposes of
                           the Audited Accounts.

         2.4.     Specific Requirements

                  In preparing the Completion Accounts:

                  2.4.1.   no value shall be attributed to goodwill or any other
                           intangible asset;


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<PAGE>


                  2.4.2.   other fixed  assets shall be included at the value at
                           which they were  included  in the  Audited  Accounts,
                           (or, if acquired after the Balance Sheet Date,  their
                           cost) on a pro rata  basis at the  rates  used in the
                           Audited  Accounts and, in each case,  less provisions
                           for  damage or  impairment  on the same basis used in
                           preparing the Audited Accounts;

                  2.4.3.   AROC shall be valued on the same basis as used in the
                           Audited  Accounts  (details of which are described in
                           the  Disclosure  Letter) and full  provision  will be
                           made where any part of the AROC balance is considered
                           to be  irrecoverable  except  that in the case of the
                           Animaniacs  development contract no provision will be
                           made where any part of the AROC balance  attributable
                           to that contract is  considered  to be  irrecoverable
                           except to the extent that such provision would exceed
                           170,000 GBP;

                  2.4.4.   no value shall be attributed to any assets (including
                           in particular  any  prepayment or debt) except to the
                           extent  that  (following  Completion)  the Buyer will
                           have the benefit of the same;

                  2.4.5.   full provision shall be made for rebates or discounts
                           that will fall due and fees and commissions that will
                           become  payable  after  Completion  in either case in
                           respect  of  sales or other  transactions  that  took
                           place before Completion;

                  2.4.6.   no provision shall be made in respect of the proposed
                           claim for a research and  development  tax credit not
                           exceeding 200,000 GBP;

                  2.4.7.   full  provision  shall be made in respect of the cost
                           of making good  dilapidations  and/or wants of repair
                           on or to the Properties;

                  2.4.8.   full provision shall be made for any debts due in the
                           ordinary   course   of   trading    outstanding   and
                           uncollected  at Completion  for a period of more than
                           60 days  past the due date and  proper  provision  or
                           reserve  shall be made for all other bad or  doubtful
                           debts included in the Completion Accounts;

                  2.4.9.   save  where  applicable   under  general   accounting
                           principles   full   provision   shall   be  made  for
                           liabilities disclosed in the Disclosure Letter; and

                  2.4.10.  provision   shall  be  made  for   deferred   Tax  in
                           accordance with normal accounting principles.

3.       PROCEDURE

         3.1.     Submission of Completion Accounts

                  3.1.1.   As soon as the  Completion  Accounts  shall have been
                           prepared  (and,  in  any  event,  within  the  period
                           specified in paragraph  2.1),  the Buyer shall send a
                           copy to the Seller  together with such working papers
                           used in connection  with the  preparation of the same
                           as  it   considers   necessary  or   appropriate   to
                           understand  the  Completion  Accounts  and  shall  in
                           addition,  at the same  time,  send to the Seller its
                           calculation  of the  Actual  Net Asset  Value and the
                           Actual Net Indebtedness.


                                       80
<PAGE>


         3.2.     Information and Explanations

                  The Buyer  and the  Buyer's  Accountants  shall  provide  such
                  information  and  explanations   relating  to  the  Completion
                  Accounts and their  preparation as the Seller shall reasonably
                  require.

4.       ADJUSTMENT OF PROVISIONAL CONSIDERATION

         4.1.     The Completion  Accounts shall become final and binding on the
                  parties upon receipt of the Completion  Accounts by the Seller
                  and adjustments in the Provisional  Consideration  shall occur
                  in the following circumstances:

                  4.1.1.   if the  Estimated Net Asset Value is greater than the
                           Actual Net Asset Value the  Consideration  Stock held
                           in the Stock  Escrow  shall be  reduced  by 1 GBP for
                           every 1 GBP by which the  Actual  Net Asset  Value is
                           less than the Estimated Net Asset Value; and

                  4.1.2.   if the Estimated Net Indebtedness is greater than the
                           Actual Net Indebtedness:

                  a)       the Seller will repay to the Buyer the  difference in
                           cash; and

                  b)       the  Consideration  Stock  held in the  Stock  Escrow
                           shall be  increased  by $2.5 for every 1 GBP by which
                           the  Estimated Net  Indebtedness  is greater than the
                           Actual  Net   Indebtedness   (subject  to  a  maximum
                           increase of  Consideration  Stock of  $500,000).  For
                           these purposes the number of  Consideration  Stock to
                           be issued  shall be  calculated  by  reference to the
                           Issue Price.



                                       81
<PAGE>


                                   SCHEDULE 6

                                    PENSIONS


1.       INTERPRETATION

         1.1.     Definitions

                  In this Schedule, where the context admits:

                  "Companies"           means the  Companies or such one or more
                                        of them as the context requires;

                  "Pension Scheme"      means Scheme A and Scheme B (or such one
                                        or   other   of  them  as  the   context
                                        requires);

                  "Relevant Employee"   means any past or  present  employee  of
                                        the Companies or of any  predecessor  to
                                        all or part of its business;

                  "Scheme A"            means  the  retirement  benefits  scheme
                                        known as the Group Personal Pension Plan
                                        (Version 8 Shape 4 scheme)  provided  by
                                        Scottish   Equitable   for  the  English
                                        Companies; and

                  "Scheme B"            means  the  retirement  benefits  scheme
                                        provided by 42 Bit AB .

         1.2.     Employees

                  References in this Schedule to employees includes directors.

2.       WARRANTIES AND REPRESENTATIONS

         The Seller hereby warrants and represents to and for the benefit of the
         Buyer in the following terms:

         2.1.     No Other Arrangements

                  Save for the Pension Scheme and provision of permanent  health
                  insurance,  death in service and health  assurance as provided
                  in the employment  arrangements  for the Employees  details of
                  which are contained in the Disclosure  Letter,  the Company 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 for the widow, widower,  child or dependant of any
                  Relevant Employee.


                                       82
<PAGE>


         2.2.     Details Disclosed

                  The details  relating to the Pension  Scheme  contained  in or
                  annexed to the  Disclosure  Letter are true,  accurate and not
                  misleading.


         2.3.     Membership

                  Every  person  who has at any time had the  right to join,  or
                  apply to join, the Pension Scheme has been properly advised of
                  that  right.  No  Relevant  Employee  has been  excluded  from
                  membership  of the Pension  Scheme or from any of the benefits
                  thereunder in  contravention of Art 119 of the Treaty of Rome,
                  the Pensions Act 1995 or other applicable laws or requirements
                  or the provisions of the Pension Scheme or otherwise.

         2.4.     Contributions and Expenses

                  Contributions to the Pension Scheme are not paid in arrear and
                  all  contributions and other amounts which have fallen due for
                  payment  other than that  payment due on 19 October 2004 which
                  was collected  from salaries paid in September  2004 have been
                  paid  punctually.  No fee, charge or expense relating to or in
                  connection  with the Pension  Scheme has been incurred but not
                  paid. If any such fee,  charge or expense has been paid by any
                  person  other than the Pension  Scheme the Pension  Scheme has
                  reimbursed  that  person if and to the extent that The Pension
                  Scheme is or may become liable so to do.

         2.5.     Companies' Obligations

                  The Companies:

                  2.5.1.   have observed and performed  those  provisions of the
                           Pension Scheme which apply to it;

                  2.5.2.   may  (without  the  consent  of any person or further
                           payment) terminate its liability to contribute to the
                           Pension  Scheme  at any time  subject  only to giving
                           such notice (if any) as is expressly  provided for in
                           the documentation  containing the current  provisions
                           governing the Pension Scheme.

         2.6.     No Other Employer

                  The  Companies  (and in relation to the  Directors  only,  the
                  Seller) are the only employer for the time being participating
                  in the  Pension  Scheme.  No  employer  which  has  previously
                  participated  in the  Pension  Scheme has any claim  under the
                  Pension  Scheme and in respect of any such employer the period
                  of  participation  has been  terminated and benefits have been
                  provided  in  accordance  with the  provisions  of the Pension
                  Scheme.

         2.7.     Administration

                  All documentation and records in respect of the Pension Scheme
                  are up to date and so far as the Seller is aware  complete and
                  accurate in all material respects.



                                       83
<PAGE>



                                   SCHEDULE 7

                            PARTICULARS OF PROPERTIES

1.       Leasehold Properties

--------------- ------------ -------------------- ------------- ------------- -------------------------------------- ---------------
                                                                 Authorised
   Address          Date            Parties           Term          User                   Current Rental              Rent Reviews
--------------- ------------ -------------------- ------------- ------------- -------------------------------------- ---------------
                                                                                                   
10 Eden Place,    06/09/04    (1) Philip Hughes,   Six months   Offices        The premium paid by the Lessor for     Not Applicable
Cheadle,                      Fiona Hughes,        from and                    the purpose of insuring the Demised
Stockport, SK8                Daniel Gale and      including                   Premises (as defined in the Lease)
1AT                           Paul Hogarth (the    03/09/04
                              "Lessor"); and

                              (2) Warthog Plc
                              (the "Lessee")
--------------- ------------ -------------------- ------------- ------------- -------------------------------------- ---------------
2130 South       Lease date   (1) 2130 S.          64 months     General       $10,875.000 per month subject to the   See Previous
Congress          19/12/03    Congress Holdings    from the      Office        increases as follows:                  Column
Avenue, Austin,               Ltd. (the            Commencement  Purposes,
Texas, 78704     Start date   "Landlord"); and     Date (i.e.    Software      (1) 01/01/04 to 31/01/04 $0;
                  01/01/04                         01/01/04)     Development   (2) 01/02/04 to 31/01/05 $10,875.00;
                              (2) Fever Pitch                    Services      (3) 01/02/05 to 31/01/06 $11,250.00;
                              Studios Inc (dba                   and           (4) 01/02/06 to 31/01/07 $11,625.00;
                              Warthog Texas)                     Activities    (5) 01/02/07 to 30/04/07 $0.00;
                              (the "Tenant")                     Related       (6) 01/05/07 to 30/04/08 $12,000.00;
                                                                 thereto       (7) 01/05/08 to 30/04/09 $12,375.00
--------------- ------------ -------------------- ------------- ------------- -------------------------------------- ---------------
Gasverksgatan 9,  31/12/04    (1) Nordvastra       3 Years
252 25                        Skanes              (ends
Helsingborg,                  Byggforening (nsb)  30/12/07)
Sweden                        Service Ab; and

                              (2) 42 - Bit -AB
--------------- ------------ -------------------- ------------- ------------- -------------------------------------- ---------------



                                       84
<PAGE>


                                   SCHEDULE 8

                               SELLER`S PROTECTION

1.       GUARANTEES

         The Buyer shall use its reasonable  endeavours to secure the release of
         the Seller from the guarantees and other contingent  liabilities listed
         in the Disclosure  Letter for the purpose of this  Paragraph  (offering
         its own covenant in  substitution if requested by the Seller) and shall
         in the meantime  indemnify  the Seller and keep the Seller  indemnified
         against any  liability  thereunder or which may be incurred in relation
         thereto.

2.       LOAN ACCOUNTS

         At  Completion  the Buyer shall procure that the Company shall repay to
         the Seller the amounts  owing to them as  specified  in the  Disclosure
         Letter.

3.       LIMITATION OF LIABILITY

                  3.1.1.   The  following  Paragraphs  of  this  Schedule  shall
                           operate to limit the liability of the Warrantor under
                           or in connection  with the Tax Deed,  the  Warranties
                           and the Disclosure  Letter and  accordingly,  in this
                           Schedule,  "Relevant  Claim" means any claim under or
                           in connection  with the  Warranties,  the Tax Deed or
                           the Disclosure Letter.

                  3.1.2.   No  Relevant  Claim  shall be  brought  by the  Buyer
                           against the Seller  other than by exercise of set off
                           against:

                  a)       the  balance  standing  to the  credit of the  Escrow
                           Account;

                  b)       the Consideration Stock held in the Stock Escrow; and

                  c)       in  the  case  of a  Relevant  Claim  under  the  tax
                           Warranties  or  under  the  Tax  Deed,   against  any
                           additional consideration payable under Clause 3.1.3.

4.       FINANCIAL LIMITS

         4.1.     Aggregate limit

                  The  aggregate  liability of the Seller in respect of Relevant
                  Claims  shall  be  limited  to the  aggregate  of the  balance
                  standing  to the  credit of the  Escrow  Account  and from the
                  Consideration  Stock  held in the Escrow  Account  and (in the
                  case of any Relevant Claim under the tax Warranties or the Tax
                  Deed) any additional  consideration payable in accordance with
                  Clause 3.1.3.

         4.2.     Thresholds

                  The  Warrantors  shall not be liable in  respect of a Relevant
                  Claim unless:

                  4.2.1.   the  liability of the  Warrantors  in respect of that
                           Relevant Claim (and all other Relevant Claims arising
                           out of or  related  to the  same or  similar  subject
                           matter) exceeds 7,500 GBP; and


                                       85
<PAGE>


                  4.2.2.   the aggregate  liability of the Warrantors in respect
                           of all  Relevant  Claims  (excluding  any  for  which
                           liability  is excluded by  Paragraph  4.2.1)  exceeds
                           20,000  GBP in  which  case the  Warrantors  shall be
                           liable for the whole amount and not merely the excess
                           over 20,000 GBP.

5.       TIME LIMITS

         5.1.     Notice to the Warrantor

                  A Warrantor shall have no liability in respect of any Relevant
                  Claim  unless the Buyer shall have given  notice in writing to
                  him of such claim specifying (in reasonable detail) the matter
                  which gives rise to the claim, the nature of the claim and the
                  amount claimed in respect thereof not later than:

                  5.1.1.   in  the  case  of  a  Relevant   Claim  under  or  in
                           connection with or any of the Warranties contained in
                           SCHEDULE 4 or under or in connection  with any of the
                           covenants contained in the Tax Deed the expiry of the
                           period  of six (6)  months  following  the end of the
                           accounting  reference  period of the Company in which
                           the sixth anniversary of Completion falls; or

                  5.1.2.   in any other case, 30 June 2006.

6.       RECOVERY FROM THIRD PARTIES

         6.1.     Accounting to the Warrantor

                  If Warrantors pay to or for the benefit of the Buyer an amount
                  in respect of any  Relevant  Claim and any of the Buyer or any
                  of the Companies  subsequently  receives from any other person
                  any  payment  in  respect  of the  matter  giving  rise to the
                  Relevant   Claim,   the  Buyer  shall  thereupon  pay  to  the
                  Warrantors an amount equal to the payment received (or, to the
                  extent that this exceeds the payment  made by the  Warrantors,
                  an amount  equal to that  payment),  after  having  taken into
                  account  any cost,  liability  (including  tax  liability)  or
                  expense in respect  thereof  and except to any extent that the
                  liability of the  Warrantors in respect of the Relevant  Claim
                  was reduced to take account of such payment.

7.       NO DUPLICATION OF RECOVERY

         7.1.     No Double Recovery

                  The  Buyer  shall  not  be  entitled  to  recover  damages  or
                  otherwise  obtain  reimbursement or restitution more than once
                  in respect of the same loss.

         7.2.     Claims under Warranties or Tax Deed

                  In the event that the Buyer is entitled to claim under the Tax
                  Deed or  under  the  Warranties  contained  in  SCHEDULE  4 in
                  respect of the same subject matter,  the Buyer may claim under
                  either or both but payments under the Tax Deed shall pro tanto
                  satisfy  and  discharge  any claim  which is  capable of being
                  brought  under  the  Warranties  contained  in  SCHEDULE  4 in
                  respect of the same subject matter and vice versa.


                                       86
<PAGE>


8.       RELEVANCE OF LIMITATIONS IN CIRCUMSTANCES OF FRAUD ETC

         The  provisions  of  Paragraph  4 and  Paragraph  5 shall  not apply in
         respect of any Relevant  Claim or any claim under the Tax Deed if it is
         (or the delay in the discovery of which is) the  consequence  of fraud,
         wilful misconduct or wilful concealment by any of the Warrantors.














                                       87
<PAGE>



SIGNED by                       )
duly authorised for and on      )
behalf of WARTHOG PLC           )




SIGNED by                       )
duly authorised for and on      )
behalf of TIGER TELEMATICS INC  )




SIGNED by Steven Law            )




SIGNED by Simon Elms            )




SIGNED by Ashley Hall           )




SIGNED by                       )
Robert Ian Templeton            )




SIGNED by David Robinson        )






                                       88
<PAGE>



                          DATED                    2004
                          -----------------------------




                                 (1) WARTHOG PLC


                            (2) TIGER TELEMATICS INC


                 (3) THE PERSONS NAMED IN PART II OF SCHEDULE 1



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

                                A G R E E M E N T
                          for the Sale and Purchase of
                       the entire issued share capital of
               the Companies and the Transferred WGL Indebtedness

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








                             [MANCHES LOGO OMITTED]


                                   Manches LLP
                                  Aldwych House
                                   81 Aldwych
                                 London WC2B 4RP

                             Tel +44 (0)20 7404 4433
                             Fax +44 (0)20 7430 1133
                               DX 76 Chancery Lane
                                 www.manches.com
                                 Ref: CMO/226763







                                       89
<PAGE>


                                    CONTENTS
                                    --------


1.       DEFINITIONS AND INTERPRETATION........................................1
2.       SALE OF THE SALE SHARES AND THE TRANSFERRED WGL INDEBTEDNESS.........10
3.       CONSIDERATION........................................................11
4.       COMPLETION...........................................................12
5.       POST COMPLETION OBLIGATIONS..........................................14
6.       STOCK ESCROW.........................................................16
7.       CASH DEPOSIT.........................................................17
8.       RESTRICTION OF SELLER................................................17
9.       WARRANTIES...........................................................19
10.      CONFIDENTIALITY......................................................20
11.      ANNOUNCEMENTS........................................................21
12.      PROVISIONS RELATING TO THIS AGREEMENT................................22
13.      LAW AND JURISDICTION.................................................24
SCHEDULE 1....................................................................26
PART I   26
THE SELLER....................................................................26
SCHEDULE 2....................................................................28
SCHEDULE 3....................................................................37
WARRANTIES AND REPRESENTATIONS................................................37
1.       INVESTMENT WARRANTIES................................................37
2.       THE COMPANY AND THE SELLER...........................................38
3.       THE DORMANT COMPANIES................................................39
4.       THE COMPANY AND THE LAW..............................................39
5.       THE COMPANY'S ACCOUNTS AND RECORDS...................................40
6.       CASH FLOW FORECAST...................................................42
7.       INTELLECTUAL PROPERTY RIGHTS.........................................42
8.       MISCELLANEOUS........................................................44
9.       THE COMPANY'S CONSTITUTION...........................................44
10.      THE COMPANY AND THE LAW..............................................45
11.      THE COMPANY'S AND THE SELLER'S SOLVENCY..............................48
12.      THE COMPANY AND ITS INVESTMENTS......................................49
13.      THE COMPANY'S BUSINESS AND THE EFFECT OF SALE........................49
14.      THE COMPANY'S CONTRACTS..............................................58
15.      THE COMPANY AND ITS FINANCIAL FACILITIES.............................62
16.      THE COMPANY AND ITS EMPLOYEES........................................63
SCHEDULE 4....................................................................68
TAXATION WARRANTIES AND REPRESENTATIONS.......................................68
1.       INTERPRETATION.......................................................68
2.       GENERAL TAXATION MATTERS.............................................68
3.       DISTRIBUTIONS AND PAYMENTS...........................................69
4.       CAPITAL ALLOWANCES...................................................70
5.       CLOSE COMPANIES......................................................70
6.       ANTI-AVOIDANCE.......................................................70
7.       CAPITAL ASSETS.......................................................72
8.       CLAIMS, ELECTIONS AND CLEARANCES.....................................73
9.       LOAN RELATIONSHIPS...................................................73
10.      TAXATION OF EMPLOYEES AND AGENTS.....................................74
11.      STAMP DUTIES.........................................................75
12.      VALUE ADDED TAX......................................................75
13.      INHERITANCE TAX AND GIFTS............................................77

<PAGE>

SCHEDULE 5....................................................................78
ADJUSTMENT OF CONSIDERATION...................................................78
1.       INTERPRETATION.......................................................78
2.       COMPLETION ACCOUNTS..................................................79
3.       PROCEDURE............................................................80
4.       ADJUSTMENT OF PROVISIONAL CONSIDERATION..............................81
SCHEDULE 6....................................................................82
PENSIONS 82
1.       INTERPRETATION.......................................................82
2.       WARRANTIES AND REPRESENTATIONS.......................................82
SCHEDULE 7....................................................................84
PARTICULARS OF PROPERTIES.....................................................84
1.       Leasehold Properties.................................................84
SCHEDULE 8....................................................................85
SELLER`S PROTECTION...........................................................85
1.       GUARANTEES...........................................................85
2.       LOAN ACCOUNTS........................................................85
3.       LIMITATION OF LIABILITY..............................................85
4.       FINANCIAL LIMITS.....................................................85
5.       TIME LIMITS..........................................................86
6.       RECOVERY FROM THIRD PARTIES..........................................86
7.       NO DUPLICATION OF RECOVERY...........................................86
8.       RELEVANCE OF LIMITATIONS IN CIRCUMSTANCES OF FRAUD ETC...............87