ASPEN TECHNOLOGY INC /DE/
SHARE PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>b43242asexv10w1.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1


DATED                               10 MAY                              2002
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(1)      AEA TECHNOLOGY PLC

(2)      ASPEN TECHNOLOGY, INC.





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                             A G R E E M E N T

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                         For the sale and purchase
                        of the Hyprotech Companies





                                 EVERSHEDS

                             Cloth Hall Court
                             Infirmary Street
                               Leeds LS1 2JB
                            Tel: 0113 243 0391
                            Fax: 0113 245 6188


<PAGE>

                                    CONTENTS

CLAUSE                                                                      PAGE

1     OPERATIVE CLAUSES....................................................... 1
2     SALE AND PURCHASE...................................................... 11
3     CONDITIONS............................................................. 12
4     CONSIDERATION.......................................................... 13
5     GUARANTEES............................................................. 14
6     REPRESENTATIONS AND WARRANTIES......................................... 14
7     INDEMNITIES AND LIMITATION ON CLAIMS................................... 17
8     COVENANTS.............................................................. 23
9     COMPLETION............................................................. 28
10    PENSIONS AND EMPLOYMENT................................................ 30
11    INFORMATION AND ACCESS AND BUSINESS INTELLECTUAL PROPERTY RIGHTS....... 31
12    GENERAL................................................................ 31
13    ANNOUNCEMENTS.......................................................... 32
14    COSTS.................................................................. 32
15    NOTICES................................................................ 32
16    GOVERNING LAW AND JURISDICTION......................................... 33

SCHEDULES
1     Details of each Hyprotech Company...................................... 36
2     The Property........................................................... 37
3     Business Intellectual Property Rights.................................. 38
4     Non-Taxation Warranties................................................ 50
5     Completion Arrangements................................................ 73
6     Limitation of Liability................................................ 76
7     The Permitted Activities............................................... 80
8     Conduct of the Business Pending Completion............................. 81
9     Hyprotech Organisation Chart........................................... 83
10    Taxation Warranties for Hyprotech UK Limited and Advanced Systems
        Consultants Limited.................................................. 84
11    Tax Representations and Warranties for Hyprotech Malaysia SDN BHD...... 87
12    Tax Representations and Warranties for Hyprotech Japan Limited......... 89
13    Tax Representations and Warranties for AEA Technology Canada Limited
        and Hyprotech Ltd.................................................... 90
14    Tax Representations and Warranties for Hyprotech Inc., EA Systems
        Inc., EA Systems (California) Inc. and EA Systems (Europe) Inc.,
        save for warranty 2.5 which shall be in respect of all Hyprotech
        Companies............................................................ 94
15    Tax Representations and Warranties for Hyprotech Europe SL............. 96
16    Tax Representations and Warranties for Hyprotech India Private
        Limited.............................................................. 99
17    Tax Deed...............................................................101
18    UKAEA Records Agreement................................................124
19    Draft Accounts.........................................................125

<PAGE>

THIS AGREEMENT is made on            10 May                                 2002

BETWEEN

(1)  AEA TECHNOLOGY PLC (registered number 3095862) whose registered office is
     at 329 Harwell, Didcot, Oxfordshire OX11 0QJ (the "Vendor"); and

(2)  ASPEN TECHNOLOGY, INC. whose principal place of business is at Ten Canal
     Park, Cambridge Massachusetts 02141 (the "Purchaser").

1.   OPERATIVE CLAUSES

     In this Agreement:

1.1  the following expressions have the following meanings unless inconsistent
     with the context:

     "AEAT CANADA"            AEA Technology Canada Limited, a corporation
                              incorporated under the laws of Alberta, Canada

     "AEAT UK"                Hyprotech UK Limited, a corporation incorporated
                              under the laws of England

     "AEAT US"                AEA Technology Inc, a corporation incorporated
                              under the laws of Delaware

     "ASSOCIATED COMPANY"     any company, not being a Hyprotech Company, which
                              at the relevant time is:

                              (a)  a holding company of the Vendor; or

                              (b)  a subsidiary or subsidiary undertaking of the
                                   Vendor; or

                              (c)  a subsidiary or subsidiary undertaking (other
                                   than the Vendor itself) of any such holding
                                   company;

                              and the expressions "HOLDING COMPANY",
                              "SUBSIDIARY" and "SUBSIDIARY UNDERTAKING" having
                              the meanings given to them by CA 1985

     "AUDITED ACCOUNTS"       collectively, the audited consolidated financial
                              statements including the balance sheet, income
                              statement and statement of cash flows of the


                                       1
<PAGE>

                              Hyprotech Group for the financial year ended 31
                              March 2002 under United States generally accepted
                              accounting principles

     "BUSINESS DAY"           any day (other than a Saturday or Sunday) on which
                              banks are open in London except in relation to
                              CLAUSE 8.2 where the reference to "London" above
                              is replaced by "Toronto"

     "THE BUSINESS            all Intellectual Property Rights owned by,
     INTELLECTUAL PROPERTY    licensed to or otherwise utilized by any of the
     RIGHTS"                  Hyprotech Companies in or for the benefit of the
                              Hyprotech Business, subject to any right, title or
                              interest of UKAEA in the UKAEA CS and IP
                              Agreements, particulars of such rights being set
                              out in SCHEDULE 3

     "CA 1985"                the Companies Act 1985 as amended

     "CANADA SHARES"          all of the issued and outstanding shares of AEAT
                              Canada

     "COMPLETION"             consummation of the sale and purchase contemplated
                              herein in accordance with the provisions hereof

     "THE COMPLETION PAYMENT" the sum of (pounds)67,500,000 payable at
                              Completion pursuant to CLAUSE 9 and Completion
                              Date shall be construed accordingly

     "THE CONDITIONS"         shall have the meaning given in CLAUSE 3

     "CONFIDENTIAL            all information of a confidential or proprietary
     INFORMATION"             nature (whether or not specifically labelled or
                              identified as "confidential"), in any form or
                              medium, that relates to the business, products,
                              services, historical or projected financial
                              results, financial condition or research or
                              development of any Hyprotech Company or its
                              employees, customers, suppliers, contractors,
                              agents or other business relations, including
                              without limitation all technical documentation,
                              design documents, error and service reports,
                              source code, and diagnostic


                                       2
<PAGE>

                              information associated with the Software

     "THE CONSIDERATION"      the aggregate consideration payable for the Shares
                              as stated in CLAUSE 4


     "CONTRACTS"              all agreements, contracts, instruments,
                              guarantees, obligations or undertakings to which
                              any of the Hyprotech Companies is a party or by
                              which or to which any of their properties are
                              bound or subject and which have an aggregate value
                              or cost in excess of US$200,000

     "CONTRACTS REPORT"       the report sent to the Purchaser on 30
                              April 2002 contained in the Data Room

     "DATA ROOM"              the documentation made available to the
                              Purchaser as part of the Purchaser's due diligence
                              exercise, the index of which is attached to the
                              Disclosure Letter and initialled by the parties
                              for the purposes of identification only

     "DISCLOSURE LETTER"      the letter having the same date as this
                              Agreement from the Vendor to the Purchaser
                              qualifying the Warranties

     "DRAFT ACCOUNTS          the unaudited draft revenue and profit
                              statements for the Hyprotech Group for the
                              financial year ended 31 March 2002 and balance
                              sheet as at 31 March 2002 under United States
                              generally accepted accounting principles appended
                              as SCHEDULE 19

     "EA SYSTEMS"             EA Systems Inc., a corporation
                              incorporated under the laws of California

     "EC TREATY"              The Treaty of Rome 1957, as amended

     "THE EMPLOYEES"          the employees employed in each Hyprotech Company
                              as listed at Reference 5.4.1.3 in the Data Room

     "ENCUMBRANCE"            any mortgage, hypothec, charge, pledge, lien,
                              assignment by way of security, option,
                              restriction, claim, right of pre-emption, right of
                              first refusal,


                                       3
<PAGE>

                              third party right or interest, other encumbrance
                              or security interest of any kind, or other
                              preferential arrangement having similar effect

     "EUROPEAN DIRECTIVE"     any directive issued by or on behalf of the
                              European Commission

     "THE FIELD"              the development, support, marketing and sale of:

                              1.   Software for:

                              (a)  conceptual design, dynamic and steady state
                                   process simulation and optimization as
                                   exemplified by, amongst other things, the
                                   HYSYS suite of programs;

                              (b)  the fitting, estimation and storage of
                                   physical properties and reaction kinetics of
                                   products of the process industries;

                              (c)  heat exchanger, air coolers and fired
                                   heaters, process and their mechanical design,
                                   rating, simulation optimisation, and
                                   performance monitoring and real time
                                   optimisation;

                              (d)  flare and pressure relief systems design,
                                   operation and safety studies;

                              (e)  steady-state and dynamic, single and
                                   multi-phase hydraulics, heat exchange,
                                   thermal insulation and fouling for the design
                                   and operation of well, pipes, pipelines,
                                   plant piping, pipe networks and process
                                   equipment;

                              (f)  the creation of advanced process control
                                   applications, including real time process
                                   optimisation, data-reconciliation and
                                   performance monitoring applications;

                              (g)  the selection, sizing, capital costing of
                                   process equipment and related bulks,
                                   operational costing and optimisation for


                                       4
<PAGE>

                                   process plants and associated plant site
                                   installations and operating costs such as
                                   utility systems, control rooms, storage tanks
                                   and areas;

                              (h)  solid processing and handling,
                                   crystallization and drying;

                              (i)  the component based delivery of fundamental
                                   science for thermodynamics, hydraulics, heat
                                   transfer, reaction chemistry, math's solvers,
                                   separation processes, solids handling,
                                   bio-processing and separation and open
                                   graphical interfaces;

                              (j)  process design work management, engineering
                                   data bases, automated Process Flow Diagram
                                   (PFD) construction, automated Process &
                                   Instrumentation Diagram (P&ID) construction,
                                   automated selection and sizing, automated
                                   transfer to CADCENTRE and Intergraph
                                   products, all as exemplified by, amongst
                                   other things, the Axsys suite of programs;

                              (k)  fundamental discovery of chemicals and
                                   pharmaceutical products including route
                                   selection and design as well as process
                                   design and optimisation down to the
                                   documentation of recipes and usage of the
                                   documentation in operating plans. Software
                                   for the encapsulation, management and
                                   dissemination of best practice, data and
                                   knowledge for the batch based process
                                   industries including pharmaceutical, fine
                                   chemical, fragrances, catalyst manufacture;

                              (l)  software encapsulating process engineering
                                   expertise specific to ammonia, amines, crude
                                   oil assays, sulfur


                                       5
<PAGE>

                                   plants and urea processes

                              (m)  Risk Based Inspection (RBI) planning system
                                   need to calculate likelihood of failure and
                                   consequences of failure and thereby
                                   determining the overall risk for Chemical and
                                   Petrochemical facilities

                              2.   specialised solvers for the various software,
                                   including for example, equation oriented
                                   solvers

                              3.   steady state and dynamic process performance
                                   monitoring, data reconciliation, and real
                                   time process optimisation software and
                                   application development and delivery for
                                   process plants utilising first principle and
                                   empirical engineering models

                              4.   first principle plant and control system
                                   models for training, start-up and shut-down
                                   assessments and process improvement systems
                                   with associated software and services for
                                   process plants

                              5.   end user telephone, web based, consulting and
                                   training services to support the software
                                   identified above

                              6.   services to integrate, configure, deploy
                                   update and operate the software identified
                                   above

                              all the above services and products to be sold to
                              the upstream and/or downstream oil and gas, oil
                              refining, pharmaceutical, chemical, fine chemical,
                              specialty chemical, power, metals, polymers,
                              utilities, pulp and paper, consumer goods and
                              petrochemical markets including without
                              limitation, owner operators, contractors, process
                              licensors, engineering contractors and equipment


                                       6
<PAGE>

                              procurement entities

     "THE GEMINI PROPERTY"    the premises described as plot 10.2, Harwell
                              Business Park, Harwell, Oxfordshire in SCHEDULE 2

     "THE HYPROTECH BUSINESS" the operations of the Hyprotech Companies

     "HYPROTECH COMPANY"      each of the Vendor companies engaged in Field as
                              listed in SCHEDULE 1

     "HYPROTECH GROUP"        together the Hyprotech Companies

     "HYPROTECH INC"          Hyprotech Inc., a corporation incorporated under
                              the laws of Delaware

     "HYPROTECH INTELLECTUAL  all Business Intellectual Property Rights that are
     PROPERTY RIGHTS"         not Licensed Intellectual Property Rights

     "HYPROTECH LIMITED"      Hyprotech Limited, a corporation incorporated
                              under the laws of Alberta

     "INDIA SHARES"           all of the issued and outstanding shares in the
                              capital of Hyprotech India Private Ltd, a
                              corporation incorporated under the laws of India

     "INTELLECTUAL PROPERTY   all of the following throughout the world:
     RIGHTS"

                              (a)  software and software tools (including where
                                   relevant source code, object code, data and
                                   related documentation);

                              (b)  technology, inventions, discoveries, designs
                                   and all improvements thereto (whether
                                   patentable or not) and all patents, patent
                                   applications and patent disclosures and
                                   utility models, together with all
                                   re-issuances, continuations,
                                   continuations-in-part, revisions, extensions
                                   and re-examinations thereof;

                              (c)  trademarks, service marks, famous names,
                                   trade names, logos, Internet domain names and
                                   corporate names and


                                       7
<PAGE>

                                   applications, registrations and renewals
                                   related thereto (or portions thereof)
                                   including moral rights;

                              (d)  copyrightable works, copyrights, and
                                   applications, registrations, and renewals
                                   related thereto;

                              (e)  Know-how; and

                              (f)  other intellectual property rights of a
                                   proprietary nature including, but not limited
                                   to derivative rights, industrial property,
                                   data, databases, models, integrated circuit
                                   topographies and registered and unregistered
                                   mask works

     "INTRA GROUP DEBT"       the aggregate amount including trading and other
                              inter-company balances owing at Completion by the
                              Hyprotech Companies to the Vendor on inter-company
                              loan and trading accounts, net of inter-company
                              receivables

     "JAPAN SHARES"           all of the issued and outstanding shares in the
                              capital of Hyprotech Japan Limited, a corporation
                              incorporated under the laws of Japan

     "KNOW-HOW"               all trade secrets, know-how, improvements,
                              designs, techniques and processes

     "LICENSED INTELLECTUAL   those Business Intellectual Property Rights
     PROPERTY RIGHTS"         licensed to a Hyprotech Company by any Person who
                              is not a Hyprotech Company or the Vendor,
                              including but not limited to those set out in PART
                              2A and 2C of SCHEDULE 3

     "MASTER AGREEMENT"       The master agreement dated 31 March 1999 between
                              KBC and the Vendor as amended to date

     "THE PENSION SCHEME"     the AEA Technology Pension Scheme

     "THE PERMITTED           those activities described in SCHEDULE 7
     ACTIVITIES"


                                       8
<PAGE>

     "THE PROPERTY"           the premises described in SCHEDULE 2

     "PURCHASER'S SOLICITORS" Hale and Dorr LLP of 60 State Street, Boston,
                              Massachusetts 02109

     "RELEVANT CLAIM"         any claim for breach of any of the Warranties

     "REQUISITE CONSENTS"     any consent required in order to grant the
                              Underlease

     "SENIOR EMPLOYEE"        any employee of a Hyprotech Company who receives
                              an annual gross salary in excess of (pounds)45,000
                              or the equivalent in local currency

     "SHARES"                 the Canada Shares, the India Shares, the Japan
                              Shares, the US Shares and the UK Shares

     "SOFTWARE"               any form of computer program, including
                              applications software, operating systems,
                              databases, software libraries, web pages and other
                              code, whether in source, object or machine code
                              form

     "SOFTWARE REPORT"        the Vendor's report dated 23 April 2002 detailing
                              all problems known to the Vendor relating to the
                              Hyprotech Intellectual Property Rights and
                              Licensed Intellectual Property Rights

     "THE SUPPLEMENTARY       the letter to be given as at the date of
     DISCLOSURE LETTER"       Completion from the Vendor to the Purchaser
                              qualifying the Warranties to be repeated
                              immediately before Completion

     "TAX" OR "TAXATION"      has the same meaning as in the Tax Deed

     "TAX DEED"               the tax deed to be entered into at Completion
                              between the Vendor and the Purchaser in the form
                              attached to SCHEDULE 17

     "TAX WARRANTIES"         has the same meaning as in the Tax Deed

     "TAXES ACT"              the Income and Corporation Taxes Act

     "UKAEA"                  United Kingdom Atomic Energy Authority


                                       9
<PAGE>

     "THE UKAEA CS AND IP     the computer software agreement and the
     AGREEMENTS"              intellectual property agreement each dated 31
                              March 1996 and made between UKAEA and the Vendor

     "THE UKAEA RECORDS       the agreement to be entered at Completion between
     AGREEMENT"               UKAEA, the Vendor and the Purchaser in the form
                              attached to SCHEDULE 18

     "UK SHARES"              all the issued and outstanding shares in the
                              capital of AEAT UK

     "UKLA"                   United Kingdom Listing Authority

     "UNDERLEASE"             an underlease in a form to be agreed between the
                              parties hereto

     "US SHARES"              all of the issued and outstanding shares in the
                              capital of Hyprotech Inc and of EA Systems Inc,
                              both of which are corporations incorporated under
                              the laws of Delaware

     "VATA"                   the Value Added Tax Act 1994

     "VENDOR'S SOLICITORS"    Eversheds of Cloth Hall Court, Infirmary Street,
                              Leeds LS1 2JB

     "WARRANTIES"             the representations and warranties set out or
                              referred to in CLAUSE 6, SCHEDULE 4, SCHEDULES
                              10-16 (inclusive).

1.2  references to any statute or statutory provision include, unless the
     context otherwise requires, a reference to the statute or statutory
     provision as modified or re-enacted and in force from time to time prior to
     Completion and any subordinate legislation made under the relevant statute
     or statutory provision in force prior to Completion;

1.3  references to persons will include bodies corporate, unincorporated
     associations and partnerships;

1.4  references to a document being "in the agreed terms" are to that document
     in the form agreed and for the purposes of identification initialled by or
     on behalf of the Vendor and the Purchaser;


                                       10
<PAGE>

1.5  references to clauses and Schedules are to clauses of and Schedules to this
     Agreement, and references to paragraphs are to paragraphs in the Schedule
     in which such references appear;

1.6  the Schedules form part of this Agreement and will have the same force and
     effect as if expressly set out in the body of this Agreement;

1.7  the headings in this Agreement will not affect its interpretation;

1.8  any phrase introduced by the term "include", "including", "in particular"
     or any similar expression will be construed as illustrative and will not
     limit the sense of the words preceding that term; and

1.9  reference to any English legal term or statute or statutory provision is
     deemed to include that term or statute or statutory provision which most
     nearly approximates it in another jurisdiction in which a Hyprotech Company
     is incorporated or has a branch or otherwise operates in.

2.   SALE AND PURCHASE

2.1  The Vendor will sell or procure the sale with full title guarantee, and the
     Purchaser, relying upon the Warranties, representations and undertakings,
     will buy, the Shares and will underlet the Gemini Property. The Shares will
     be sold free of any Encumbrance and with all rights attached or accruing to
     them at or after the date of this Agreement and the Gemini Property will be
     underlet in accordance with the provisions of PART 2 of SCHEDULE 2.

2.2  The Purchaser may by notice in writing prior to Completion request that the
     Canadian Shares, the Indian Shares, the Japan Shares, the US Shares or the
     UK Shares (or any of them) be transferred to and acquired by one or more
     transferee companies on Completion as the Purchaser may reasonably request
     ("a Transferee Company") in satisfaction of the Vendor's obligation to
     transfer such Shares to the Purchaser pursuant to this Agreement. The
     Vendor may require such Transferor Company to agree to be bound to the same
     terms of this Agreement as the Purchaser in relation to the Shares
     transferred to such Transferor Company.

2.3  The Purchaser may by notice in writing to the Vendor require the Vendor to
     undertake or to procure that a Hyprotech company undertakes any transaction
     or action prior to Completion which the Purchaser may reasonably request.
     The Vendor shall undertake or procure that the relevant Hyprotech company
     shall undertake such action or transaction provided that:

     2.3.1  the Vendor shall not procure the relevant Hyprotech company takes
            any action which it reasonably considers prejudicial to the Vendor
            or any


                                       11
<PAGE>

            company within the same group of companies as the Vendor or to which
            it objects on any other reasonable ground; and

     2.3.2  notwithstanding any other provision of the Agreement or the Tax Deed
            the Vendor shall not be liable under this Agreement or the Tax Deed
            whether for breach of Warranty or otherwise in respect of such
            transaction or action.

3.   CONDITIONS

3.1  This Agreement is conditional on the following:

     3.1.1  the shareholders of the Vendor in general meeting passing a
            resolution in the agreed terms to approve the terms of this
            Agreement;

     3.1.2  the Purchaser shall have received the Audited Accounts;

     3.1.3  the total revenue figure in the Audited Accounts shall be not less
            than 95% (excluding any adjustments made in relation to the revenues
            associated with the contract with Conoco ref: (HYPUK447/02)) of the
            equivalent figure in the Draft Accounts.

3.2  The Parties will use their reasonable endeavours to procure that the
     Conditions are fulfilled on or before 12.00pm on 14 June, 2002. The
     obligation of the Vendor in relation to CLAUSE 3.1.1 will be satisfied by
     it sending a circular to its shareholders containing a recommendation to
     vote in favour of the appropriate resolution.

3.3  If the Conditions have not been satisfied by 12.00pm on 14 June 2002, or
     there has been a material breach of the Warranties in accordance with
     CLAUSE 6.6 the Purchaser or the Vendor (as appropriate) may on that date or
     at the date of such material breach by notice to the Vendor or the
     Purchaser (as appropriate) terminate this Agreement. The Purchaser shall
     not be entitled to terminate or rescind this Agreement in any circumstances
     other than for a material breach in accordance with CLAUSE 6.6 or as a
     result of the Conditions not having been satisfied by 12.00pm on 14 June
     2002 and the provisions of this clause shall not affect the Purchaser's
     remedies for breach of Warranties in accordance with the remaining terms of
     this Agreement.

3.4  If the Purchaser or the Vendor terminates this Agreement in accordance with
     this clause, none of the parties will have any rights against any other
     party under this Agreement (other than in respect of any accrued rights).

3.5  Between the time of execution of this Agreement and Completion, the Vendor
     shall comply with the provisions of Schedule 8. Notwithstanding any
     provisions in Schedule 8 the Purchaser hereby agrees that:


                                       12
<PAGE>

     3.5.1  AEAT Canada transfer the entire issued share capital of AEA
            Engineering Software Limited ("the AEAS Shares") to the Vendor (or
            such other company as the Vendor may direct); and

     3.5.2  AEAT Canada uses the proceeds of such sale to return capital to the
            Vendor providing however that AEAT Canada shall retain out of such
            proceeds an amount of cash equal to:

            3.5.2.1  the product obtained by multiplying the gain arising on the
                     disposition of the AEAT Shares by the combined Canadian
                     Federal and Provincial statutory tax rate applicable to
                     AEAT Canada as reduced by;

            3.5.2.2  the amount of tax that may be saved by the utilisation of
                     any Covenantor's Reliefs (as defined in the Tax Deed).

     Provided always that the Purchaser is satisfied the transfer referred to in
     clause 3.5.1 takes place at fair market value (as agreed by the Purchaser
     and the Vendor, acting reasonably, and the Vendor shall give the Purchaser
     reasonable access to its books and records for the purpose of agreeing to
     fair market value. To the extent that the parties are unable to agree fair
     market value at least 7 days prior to Completion, the parties shall appoint
     an independent professional to determine the fair market value which
     determination shall be final and binding on the parties) and that any legal
     requirements in Canada as to maintenance of capital of AEAT Canada are
     satisfied.

3.6  Between the time of execution of this Agreement and Completion, the Vendor
     shall comply with the provisions set forth in SCHEDULE 8.

3.7  The parties shall observe and perform the requirements set out in SCHEDULE
     2 (Property Provisions).

3.8  In the event that this Agreement is terminated in accordance with CLAUSE
     3.3 or otherwise, the provisions that the Vendor and the Purchaser have
     agreed to be bound by as set out in CLAUSE 7 of this Agreement shall
     continue notwithstanding any such termination.

4.   CONSIDERATION

     The consideration for the sale of the Shares will be (pound)67,500,000 and
     will be allocated as follows:

4.1  the UK Shares;           (pound)13,000,000

4.2  the Canada Shares;       (pound)47,728,830


                                       13
<PAGE>

4.3  the US Shares;           (pound)1,721,170

4.4  the India Shares;        (pound)49,999

4.5  the Japan Shares;        (pound)5,000,000

4.6  the Property;            (pound)1

5.   GUARANTEES

5.1  The Vendor will procure that on Completion each Hyprotech Company is
     released from any guarantee, indemnity, counter-indemnity, letter of
     comfort or other obligation given by such Hyprotech Company to any third
     party in respect of a liability of any person other than a Hyprotech
     Company.

5.2  Save in respect of KBC, the Purchaser undertakes to the Vendor that as soon
     as reasonably practicable following Completion the Purchaser will use all
     reasonable endeavours to obtain the release of the Vendor or any Associated
     Company from any guarantee, indemnity, counter-indemnity, letter of comfort
     or other obligation given by the Vendor or any Associated Company to any
     third party in respect of a liability of any Hyprotech Company particulars
     of which are contained in the Disclosure Letter. Pending such release, the
     Purchaser undertakes, save in respect of KBC, to indemnify the Vendor or
     any Associated Company against all amounts paid by the Vendor or any
     Associated Company to any third party pursuant to any such obligation (and
     all costs incurred in connection with such obligation) arising after
     Completion.

6.   REPRESENTATIONS AND WARRANTIES

6.1  The Vendor represents, undertakes and warrants to the Purchaser in the
     terms of the Warranties.

6.2  In this Agreement, unless otherwise specified, where any Warranty refers to
     the knowledge, information, belief or awareness of the Vendor (or similar
     qualification) the Vendor is deemed to have such knowledge, information,
     belief or awareness as the Vendor would have obtained had the Vendor made
     enquiries of Wayne Sim, Sandy Moreland, Buster Moult and Salvadore Clave at
     the date hereof, without implication of any further enquiry or
     investigation into the subject matter of such Warranty.

6.3  The Purchaser acknowledges that:

     6.3.1  the Agreement, together with any other agreements contemplated
            hereby, sets forth the entire agreement between the parties with
            respect to the


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<PAGE>

            subject matter covered by them and supersedes and replaces all prior
            communications, drafts, representations, warranties, stipulations,
            undertakings and agreements of whatsoever nature, whether oral or
            written, between the parties relating thereto;

     6.3.2  it does not enter into this Agreement in reliance on any warranty,
            representation, undertaking, stipulation or agreement other than
            those contained in this Agreement;

     6.3.3  except with respect to claims based on fraud, after Completion, the
            contractual rights of the parties under this Agreement shall be the
            exclusive remedy of the parties with respect to claims for monetary
            damages resulting from or relating to any misrepresentation, breach
            of Warranties or failure to perform any covenant or agreement
            contained in this Agreement; and

     6.3.4  save as expressly provided in this Agreement, it has no right to
            rescind this Agreement either for breach of contract or for
            negligent or innocent misrepresentation,

     provided that the provisions of this CLAUSE 6.3 will not exclude any
     liability which the Vendor would otherwise have to the Purchaser or any
     right which the Purchaser may have to rescind this Agreement in respect of
     any statements made fraudulently by the Vendor prior to the execution of
     this Agreement.

6.4  The Warranties will be deemed to be repeated immediately before Completion
     by reference to the facts and circumstances existing at Completion and for
     this purpose only, where in a Warranty there is an express or implied
     reference to the "date of this Agreement" or an equivalent term, that
     reference is to be construed as a reference to the "date of Completion"
     provided however that the Purchaser will not be entitled to claim that any
     fact or combination of facts constitutes a breach of any of the Warranties
     repeated immediately before Completion if and to the extent that such fact
     or combination of facts has been clearly and fairly disclosed in the
     Supplementary Disclosure Letter.

6.5  For the avoidance of doubt, any new facts or matters which occur after the
     execution of this Agreement and which are disclosed pursuant to the
     Supplementary Disclosure Letter shall not be deemed to qualify the
     Warranties given as at the date of this Agreement.

6.6  The Purchaser may by notice in writing to the Vendor at any time prior to
     Completion elect to terminate this Agreement without liability on the part
     of the Purchaser if any fact, matter or event (whether existing or
     occurring on or before the


                                       15
<PAGE>

     date of this Agreement or arising or occurring afterwards) comes to the
     notice of the Purchaser at any time prior to Completion which:

     6.6.1  constitutes a breach or breaches which are material of any Warranty
            as given at the date of this Agreement; or

     6.6.2  would, disregarding the operation of the Supplementary Disclosure
            Letter, constitute a breach or breaches which are material of any
            Warranty if the Warranties were repeated immediately before
            Completion on the basis referred in CLAUSE 6.4 by reference to the
            facts and circumstances then existing,

     (for the purposes of this CLAUSE 6.6 breaches shall be deemed to be a
     material breach if the breaches are such that the Purchaser would be
     entitled to bring a Claim (as defined in SCHEDULE 6) against the Vendor for
     in excess of (pound)5,000,000 in aggregate in respect of such breaches) and
     provided that the Purchaser shall have no right to rescind this Agreement,
     and shall have no other claim against the Vendor whether for breach of
     Warranty or otherwise, where the relevant fact, matter or event arises as a
     result of the Purchaser failing to give consent to any of the matters which
     intention is to cure or prevent a breach referred to in SCHEDULE 8 or
     otherwise as a result of the acts or omissions of the Purchaser.

6.7  In the event of a breach of the Warranties or any of them proving to be
     untrue or misleading in any respect, then the Vendor agrees, subject to the
     limitations set forth in SCHEDULE 6, to pay on demand in cash to the
     Purchaser the aggregate of:

     6.7.1  a sum by way of damages as agreed between the Vendor and the
            Purchaser or (in default of such agreement) as determined by order
            of a court of competent jurisdiction which is the higher of:

            6.7.1.1  an amount sufficient to put the Hyprotech Business into the
                     position that would have existed if the Warranties had been
                     true or not misleading when given or repeated; and

            6.7.1.2  an amount equal to the diminution thereby caused in the
                     value of the assets of the Hyprotech Companies at
                     Completion; and

     6.7.2  all costs and expenses incurred by the Purchaser or any of the
            Hyprotech Companies directly or indirectly as a result of such
            breach.

6.8  All sums payable by the Vendor to the Purchaser for breach of any of the
     Warranties shall be paid free and clear of all deductions or withholdings
     whatsoever, save only as may be required by law. If any deduction or
     withholding in respect of Tax or otherwise is required by law to be made
     from any of the sums payable as mentioned


                                       16
<PAGE>

     in CLAUSE 6.7, the Vendor shall be obliged to pay to the Purchaser such
     greater sum as will, after such deduction or withholding as is required to
     be made has been made, leave the Purchaser with the same amount as it would
     have been entitled to receive in the absence of any such requirement to
     make a deduction or withholding. If any sum (the "first sum") payable by
     the Vendor to the Purchaser as stated in CLAUSE 6.7 shall be subject to any
     Tax in the hands of the Purchaser then the Vendor shall pay to the
     Purchaser (as often as shall be necessary) such additional sum or sums as
     will after such Tax (and any Tax on such additional sum or sums) leave the
     Purchaser with an amount equal to the first sum.

6.9  The Warranties are qualified by all facts and matters that are clearly and
     fairly disclosed in the Disclosure Letter.

6.10 Prior to Completion the Vendor undertakes to disclose immediately to the
     Purchaser anything which comes to the notice of the Vendor which is a
     breach of any of the Warranties.

6.11 Each Warranty is to be construed independently and is not limited or
     restricted by any other Warranty or any other term of this Agreement.

6.12 For the avoidance of doubt if there is a prima facie breach of a Warranty
     the subject matter of which is not clearly and fairly disclosed in the
     Disclosure Letter or inaccurately disclosed in the Disclosure Letter then
     the Purchaser shall be entitled to make a claim in accordance with the
     terms of this Agreement.

7.   INDEMNITIES AND LIMITATION ON CLAIMS

7.1  "KBC Claim" means a claim under which either party seeks to recover from
     the other under CLAUSE 7.

     7.1.1  Notwithstanding the other provisions of this Agreement, the
            Purchaser shall fully indemnify the Vendor against any costs
            (excluding VAT unless irrecoverable by the Vendor), damages or
            expenses (included without limitation the Vendor's own legal costs
            and exposure to any other parties' legal costs) ("Costs") in respect
            of any claim which might be brought by KBC against the Vendor (i)
            where it is alleged by KBC that the Vendor has failed to comply with
            or perform any of the Hyprotech Services (as defined in the letter
            from Hyprotech Limited to the Vendor dated 30 April 2002 a copy of
            which is contained at Tab 8A in the Data Room) save where the
            circumstances giving rise to the breach primarily occurred before
            and were known to the Vendor at the date hereof (ii) where it is
            alleged by KBC that the Vendor is in breach of the non-competition
            clauses at clause 17 of the Master Agreement by reason of the
            activities of Hyprotech and/or the


                                       17
<PAGE>

            Purchaser after the date hereof, (iii) where it is alleged by KBC
            that the Vendor is in breach of Clauses 11 or 28 of the Master
            Agreement by reason of the Purchaser's acquisition of Hyprotech or
            the letter of the 30 April referred to above between the Vendor and
            Hyprotech, or (iv) in relation to the execution, or the announcement
            of the execution, of this Agreement.

     7.1.2  The Vendor shall indemnify the Purchaser against any Costs in
            respect of any claim which might be brought by KBC against Hyprotech
            or the Purchaser or the Group Members in respect of Hyprotech's or
            the Vendor's acts pursuant to the Master Agreement up to the date
            hereof, or which AEA performs or is obligated to perform (itself and
            not through Hyprotech) following the date hereof.

     7.1.3  Upon either party seeking to rely on the indemnity set out above
            becoming aware that matters have arisen or are likely to give rise
            to a KBC Claim, that party (the "Indemnified Party") will

            7.1.3.1  As soon as reasonably practical (but no later than twenty
                     (20) days following its own receipt of notice of the KBC
                     Claim), notify the other (the "Indemnifying Party") in
                     writing of the potential KBC Claim and of matters which may
                     give rise to such KBC Claim, such notice to describe in
                     reasonable detail (to the extent known by the Indemnified
                     Party) the facts constituting the basis for such KBC Claim
                     and the amount of the claimed damages;

            7.1.3.2  Not make and procure that no member of its Group makes any
                     admission of liability, agreement or compromise with any
                     person, body or authority in relation to the potential KBC
                     Claim without the prior consent (not to be unreasonably
                     withheld or delayed) of the other;

            7.1.3.3  Subject to any confidentiality restrictions imposed in law
                     at all times clearly and fairly disclose in writing to the
                     Indemnifying Party all information and documents relating
                     to the potential KBC Claim or the matters that will or are
                     likely to give rise to such KBC Claim and if requested by
                     the Indemnifying Party, give the Indemnifying Party and its
                     professional advisors reasonable access to the personnel of
                     the Indemnified Party and any member of its Group and to
                     any relevant premises, chattels, accounts, documents and
                     records within the power, possession or control of the
                     Indemnified Party and any member of its group


                                       18
<PAGE>

                     to enable the Indemnifying Party and its professional
                     advisors to interview such personnel, and to examine such
                     KBC Claim, premises, chattels, accounts, documents and
                     records and take copies or photographs of them at its own
                     expense, and will fully co-operate with the Indemnifying
                     Party in relation to providing such assistance; and

            7.1.3.4  take such action including remedying any material breach in
                     accordance with the Master Agreement that the Indemnifying
                     Party may reasonably require (including appointment of
                     solicitors nominated by the Indemnifying Party) to avoid,
                     resist, contest or compromise the potential KBC Claim or
                     the matters which will or are likely to give rise to such
                     KBC Claim save where the Indemnifying Party also has an
                     interest in the same proceedings (see CLAUSE 7.1.6 below);

     7.1.4  In the event of any claim by KBC against the Vendor, Purchaser or
            Hyprotech, the parties shall co-operate and provide assistance to
            the other in relation to such claim (including making available
            documentation and employees where requested by the other party),
            share information to assist in the defence of such claim and keep
            each other informed as to material developments in such claims
            subject to any confidentiality restrictions imposed in law. The
            Vendor and Purchaser for itself and on behalf of Hyprotech agree
            that neither shall knowingly take any steps which prejudices the
            other's rights in relation to such claims.

     7.1.5  Without prejudice to the generality of CLAUSE 7.1.4 above, the
            Purchaser for itself and on behalf of Hyprotech (as soon as
            practicable following a request) agree to allow access and/or to
            make available to the Vendor and its legal advisers all necessary
            documents (whether on paper, in e-mail or in other forms stored on
            computer) and employees (including without limitation Wayne Sim,
            Salve Clave, Larry Schave, Abe Shasha) as may be requested on behalf
            of the Vendor in connection with the arbitration proceedings
            commenced by KBC, including making available potential witnesses for
            meetings and any hearings in the arbitration proceedings.

     7.1.6  In the event that proceedings are brought by KBC against one or more
            of the Vendor, Hyprotech and the Purchaser which include claims
            which are subject to an indemnity and claims which are not subject
            to an indemnity, all parties who have, or many have, a financial
            interest in the proceedings shall co-operate and agree (having
            regard to the respective financial interests of the parties) on how
            the proceedings should be managed (including


                                       19
<PAGE>

            without limitation the appointment of solicitors and the settlement
            of such proceedings on claims within those proceedings), who should
            bear the legal costs (and in what proportions) and who should meet
            any liability in those proceedings. In the event of any dispute in
            relation to the conduct of such proceedings which cannot be resolved
            by negotiation, the provision of CLAUSE 7.1.11 below shall apply.

     7.1.7  The Indemnifying Party shall assume control of the defense of any
            KBC Claim that it is obliged to defend hereunder with counsel
            reasonably satisfactory to the Indemnified Party. The Indemnified
            Party may participate in such defense at its own expense. Subject to
            any confidentiality restrictions imposed in law the Indemnified
            Party shall furnish the Indemnifying Party with such information as
            it may have with respect to such KBC Claim (including copies of any
            summons, complaint or other pleadings which may have been served on
            such party and any written claim, demand, invoice, billing or other
            document evidencing or asserting the same) and shall otherwise
            cooperate with and assist the Indemnifying Party in the Defense of
            such KBC Claim. The Indemnifying Party shall not agree to any
            settlement of, or the entry of any judgment arising from, any Third
            Party Action without the prior written consent of the Indemnified
            Party, which shall not be unreasonably withheld, conditioned or
            delayed; provided that the consent of the Indemnified Party shall
            not be required if the Indemnifying Party agrees in writing to pay
            any amounts payable pursuant to such settlement or judgment and such
            settlement or judgment includes a complete release of the
            Indemnified Party from further liability and has no other adverse
            effect on the Indemnified Party. The Indemnified Party shall not
            agree to any settlement of, or the entry of any judgment arising
            from, any such KBC Claim without the prior written consent of the
            Indemnifying Party, which shall not be unreasonably withheld,
            conditioned or delayed. Where a claim is brought by KBC which gives
            rise to a right to indemnification or in other claims where a party
            other than the named party to the proceedings is responsible for the
            payment of part or all of the costs of the proceedings, the party
            responsible for payment shall pay such costs within 30 days of the
            receipt of an invoice and all reasonably requested supporting
            documentation sent on behalf of the named party to the proceedings.

     7.1.8  The Vendor represents to Purchaser that a true and complete copy of
            the Master Agreement, including all amendments and modifications
            thereto is at Tab 3.4.1 of the Data Room. The Vendor shall not agree
            to the amendments, waiver, clause modification or termination of the
            Master


                                       20
<PAGE>

            Agreement which prejudices the position of the Purchaser or
            Hyprotech without the written consent of the Purchaser (such consent
            not to be unreasonably withheld). The Vendor shall keep the
            Purchaser updated so far as practicable on any material
            developments, discussions or communications with KBC in relation to
            the Master Agreement.

     7.1.9  At the request of the Purchaser, Vendor shall take any measures
            necessary to enforce its rights against KBC with respect to the
            Master Agreement (including the payment of royalties), which
            measures may include, without limitation, the initiation of
            arbitration or legal action against KBC and/or the termination of
            the Master Agreement in accordance with its terms, in each case only
            as and when instructed by Purchaser and where the Vendor reasonably
            considers its interests are not prejudiced by doing so.

     7.1.10 In relation to a dispute pursuant to CLAUSE 7.1.6 the parties shall
            seek to agree on the appointment of an expert who shall be a Queens
            Counsel of at least 10 years standing and in the event that the
            parties cannot agree on the appointment the parties shall ask the
            President of the Bar Council to make such appointment. In the
            absence of manifest error the decision of the appointed expert shall
            be final and binding on both parties.

7.2  The Vendor shall fully indemnify the Purchaser against any Costs (i) in
     respect of any claim which may be or has been brought by Process Research
     Corporation against Hyprotech and/or the Purchaser and/or the Group Members
     (collectively, the "Indemnified Parties") in respect of the Software
     Licence Development and Distribution Agreement dated 29 March 1994, as it
     is or may have been amended prior to the date hereof, and the Court Order
     dated 27 July 2001 and any modifications or subsequent orders thereto made
     prior to the date hereof; and (ii) in respect of any claims made by Saudi
     Consolidated Electric Company against Hyprotech in relation to the
     performance of the contracts dated 14 January 1998 and 21 August 2000 as
     each may have been amended (each, a `Section 7.2 claim').

7.3  In relation to the indemnities given pursuant to clause 7.2 the aggregate
     liability of the Vendor in respect of any section 7.2 claims shall be
     limited to (pounds)1 million in respect of each indemnity contained in
     paragraph 7.2. Further, the Vendor will be under no liability in respect of
     such indemnities unless written particulars of any Section 7.2 claim have
     been (giving full details of the specific matter in respect of which such
     claim is made) given to the Vendor within three years from Completion.

7.4  The Purchaser shall use and procure the Indemnified Party shall use
     reasonable efforts to mitigate its loss in respect of any Section 7.2
     claim; provided, however, that the Indemnified Party shall not be required
     to expend any sums in pursuit of


                                       21
<PAGE>

     such mitigation unless Vendor agrees that such sums are subject to Vendor's
     indemnification and reimbursement in accordance with this Section 7.2.

7.5  Upon the Purchaser becoming aware of any Section 7.2 claim, the Purchaser
     shall (i) as soon as reasonably practicable notify the Vendor in writing,
     (ii) not make and shall procure no Indemnified Party shall make any
     admission of liability, agreement or compromise regarding such Section 7.2
     claim without the prior written consent (not to be unreasonably withheld or
     delayed) of the Vendor, (iii) at all times clearly and fairly disclose in
     writing to the Vendor all information and documents relating to the Section
     7.2 claim and/or to the matters which or are likely to give rise to such
     Section 7.2 claim and if requested by the Vendor give the Vendor and its
     professional advisors reasonable access to the personnel of each
     Indemnified Party and to any relevant premises, chattels, accounts,
     documents and records within the power, possession and control of each
     Indemnified Party to enable the Vendor and their professional advisors to
     interview such personnel and to examine such claim, premises, chattels,
     accounts, documents and records and to take copies or photographs of them
     at its own expense and (iv) take such action as the Vendor may reasonably
     require (including the appointment of solicitors nominated by the Vendor)
     to avoid, resist, contest or compromise the potential Section 7.2 claim or
     the matters which are or are likely to give rise to such Section 7.2 claim,
     all at the Vendor's sole expense.

7.6  The Vendor shall assume control of the defense of any Section 7.2 claim
     with counsel reasonably satisfactory to the Purchaser. The Vendor shall not
     agree to any settlement of, or the entry of any judgment arising from, any
     Section 7.2 claim without the prior written consent of the Purchaser, which
     shall not be unreasonably withheld, conditioned or delayed; provided that
     the consent of the Purchaser shall not be required if the Vendor agrees in
     writing to pay any amounts payable pursuant to such settlement or judgment
     and such settlement or judgment includes a complete release of the
     Purchaser from further liability and has no other adverse effect on the
     Vendor. The Purchaser shall not and shall procure no Indemnified Party
     shall agree to any settlement of, or the entry of any judgment arising
     from, any Section 7.2 claim without the prior written consent of the
     Vendor, which shall not be unreasonably withheld, conditioned or delayed.
     The Vendor shall pay all Costs incurred by the Indemnified Parties within
     30 days of the receipt of an invoice and all reasonably requested
     supporting documentation sent on behalf of the Indemnified Party.

7.7  The Vendor agrees to indemnify and hold harmless the Purchaser in respect
     of any amount that the Purchaser is required to deduct and withhold from
     the consideration payable to the Vendor pursuant to this Agreement under
     any provision of federal, state, local or foreign tax law, to the extent
     that the Purchaser does not deduct and withhold such amount on Completion.


                                       22
<PAGE>

8.   COVENANTS

8.1  If so elected by the Purchaser in its sole discretion, the Vendor and the
     Purchaser shall cooperate fully with each other in the making of an
     election under Section 338 H"10" of the U.S. Internal Revenue Code of 1986,
     as amended (the "Code"), with respect to the purchase of the Shares (the
     "Section 338 Election") for one or more the Hyprotech Companies. In
     particular, and not by way of limitation, in order to effect the Section
     338 Election, the parties shall execute Internal Revenue Service Form 8023
     and all attachments required to be filed with respect to such election.
     Vendor and Purchaser agree to report the transaction for United States
     federal and state income tax purposes, and to file all tax returns, in a
     manner consistent with the making of such elections. The allocation of the
     Consideration, and other relevant items, among the assets of the Hyprotech
     Group shall be determined in accordance with Section 338 of the Code and
     the regulations promulgated thereunder.

8.2  The Vendor covenants and agrees with the Purchaser as follows:

     8.2.1  If a certificate issued by the Minister of National Revenue pursuant
            to subsection 116(2) of the Income Tax Act (Canada) (the "ITA") is
            delivered by the Vendor to the Purchaser at or prior to Completion
            with respect to the Sale of the Canada Shares and such certificate
            fixes a certificate limit (as defined in subsection 116(2) of the
            ITA) which is no less than the amount of the consideration paid by
            the Purchaser for the Canada Shares (the "PROCEEDS OF DISPOSITION")
            the Purchaser shall pay forthwith to the Vendor the full amount of
            the Proceeds of Disposition;

     8.2.2  If a certificate issued by the Minister of National Revenue pursuant
            to subsection 116(2) of the ITA is delivered by the Vendor to the
            Purchaser at or prior to Completion with respect to the sale of the
            Canada Shares and such certificate fixes a certificate limit (as
            defined in subsection 116(2) of the ITA) which is less than the
            Proceeds of Disposition, the Purchaser shall be entitled to withhold
            from the Proceeds of Disposition payable 25% of the amount, if any,
            by which the Proceeds of Disposition exceed the certificate limit;

     8.2.3  If a certificate is not so delivered at or prior to Completion, the
            Purchaser shall be entitled to withhold 25% of the Proceeds of
            Disposition;

     8.2.4  Where the Purchaser has withheld any amount pursuant to CLAUSE 8.2.2
            or 8.2.3 hereinabove and the Vendor has not complied with the
            conditions of CLAUSE 8.2.5 or 8.2.6 by the Business Day which is
            before the date on which the Purchaser is required to remit the
            amount withheld to the Receiver General of Canada (referred to
            herein as the "REMITTANCE DATE"),


                                       23
<PAGE>

            the amount withheld shall be paid by the Purchaser to the Receiver
            General of Canada on account of the Vendor's liability for tax
            pursuant to subsection 116(5) of the ITA and shall also be credited
            to the Purchaser as a payment to the Vendor on account of the
            purchase price for the Canada Shares;

     8.2.5  If the Vendor delivers to the Purchaser after Completion, but prior
            to the Remittance Date, a certificate issued by the Minister of
            National Revenue under either subsection 116(2) or 116(4) of the ITA
            with a certificate limit (which in the case of a certificate issued
            under subsection 116(4) means the amount recorded thereon as
            proceeds of disposition) which is no less than the Proceeds of
            Disposition, the Purchaser shall pay forthwith to the Vendor upon
            delivery to the Purchaser of such certificate any amount that the
            Purchaser has withheld pursuant to PARAGRAPH 8.2.2 or 8.2.3 hereof;

     8.2.6  If the Vendor delivers to the Purchaser after Completion, but prior
            to the Remittance Date, a certificate issued by the Minister of
            National Revenue under either subsection 116(2) or 116(4) of the ITA
            and such certificate fixes a certificate limit (which in the case of
            a certificate issued under subsection 116(4) means the amount
            recorded thereon as proceeds of disposition) which is less than the
            Proceeds of Disposition, the Purchaser shall pay forthwith to the
            Vendor upon delivery to the Purchaser of such certificate the
            portion of the Proceeds of Disposition withheld equal to the amount
            of the excess, if any, of:

            8.2.6.1  the amount of the Proceeds of Disposition that the
                     Purchaser has withheld pursuant to PARAGRAPH 8.2.2 or 8.2.3
                     hereof; and

            8.2.6.2  the amount equal to 25% of (A-B), where A is the Proceeds
                     of Disposition and B is the amount of such certificate
                     limit.

8.3  For the purpose of assuring to the Purchaser the full benefit of and in
     consideration for the Purchaser agreeing to buy the Shares on the terms of
     this Agreement, the Vendor undertakes to the Purchaser that the Vendor and
     any Associated Company will not, without the prior written consent of the
     Purchaser (such consent not to be unreasonably withheld or delayed):

     8.3.1  for a period of three years immediately following Completion,
            interfere, or seek to interfere, with the continuance of supplies to
            any Hyprotech Company from any supplier who was supplying goods
            and/or services to that Hyprotech Company if such interference
            causes or would cause that supplier to cease supplying or materially
            to reduce its supply of those goods and/or services to that
            Hyprotech Company;


                                       24
<PAGE>

     8.3.2  for a period of three years immediately following Completion,
            solicit or entice, or endeavour to solicit or entice, away from any
            Hyprotech Company any person employed in a managerial, executive,
            supervisory, technical or sales capacity at Completion; and

     8.3.3  for a period of three years immediately following Completion, be
            engaged in any business which develops, designs, licenses, sells,
            promotes, markets, finances or supplies goods and/or services which
            are competitive with any Hyprotech Company or the Hyprotech Business
            as conducted at Completion.

8.4  Nothing in CLAUSE 8.3 shall operate to prohibit the Vendor or any
     Associated Company of the Vendor:

     8.4.1  from carrying on or being engaged, concerned or interested in the
            Permitted Activities (including for the avoidance of doubt
            activities carried out by the Vendor and its Associated Companies at
            the date hereof other than the Hyprotech Business); or

     8.4.2  from passively holding or being beneficially interested in up to 5%
            of the securities of any company which is engaged in a business
            which is in competition with any part of the Hyprotech Business
            (which business shall be called a "RELEVANT BUSINESS" for the
            purpose of CLAUSE 8.4) and the shares of which are listed or dealt
            in on any recognised stock exchange as defined in the Financial
            Services Act 1986 (including the Alternative Investment Market); or

     8.4.3  from acquiring or becoming interested in (whether by means of share
            purchase, asset purchase, merger or otherwise) a Relevant Business
            as part of an acquisition of a larger enterprise ("THE LARGER
            ENTERPRISE") provided that:

            8.4.3.1  the relevant acquisition is not made principally with a
                     view to acquiring the Relevant Business;

            8.4.3.2  if the turnover derived from the Relevant Business is (by
                     reference to the latest available audited accounts relating
                     to it) in excess of (pounds)5.0 million per annum, then
                     such turnover is not more than 10% of the aggregate
                     consolidated turnover of the Larger Enterprise (including
                     its subsidiaries and associated companies insofar as such
                     subsidiary and associated companies are comprised in the
                     acquisition or merger) such that, for the avoidance of
                     doubt, if the turnover derived from the Relevant


                                       25
<PAGE>

                     Business as referred to above is not in excess of
                     (pounds)5.0 million per annum then this CLAUSE 8.4.3.2
                     shall not be relevant; and

            8.4.3.3  upon the Vendor or Associated Company so acquiring or
                     becoming so interested in a Relevant Business it shall as
                     soon as reasonably practicable thereafter notify the
                     Purchaser and will, if requested, and if contractually
                     possible, enter into discussions in good faith with a view
                     to selling the Relevant Business to the Purchaser if a
                     price can be agreed upon between the Vendor and the
                     Purchaser and if the Vendor is not prevented from doing so
                     by law or regulatory requirements.

8.5  The Vendor and its Associated Companies acknowledge that they have
     confidential information in respect of the conduct, financing, dealings,
     transactions and affairs of and plans and proposals for the Hyprotech
     Business. In this CLAUSE 8 such information is called "CONFIDENTIAL
     INFORMATION" and includes confidential or secret information relating to
     the trade secrets, Know-how, ideas, business methods, finances, prices,
     business plans, marketing plans, development plans, manpower plans, sales
     targets, sales statistics and customer lists of each Hyprotech Company. The
     Vendor accordingly agrees to enter into the restrictions contained in
     CLAUSES 8.3 and 8.6.

8.6  The Vendor undertakes that it will not and will procure any Associated
     Company will not at any time after Completion disclose to any person except
     to those authorised by the Purchaser in writing to know, any Confidential
     Information save:

     8.6.1  as may be required by law or the regulations of the UKLA;

     8.6.2  to the extent that such information is known (or becomes known) to
            the public otherwise than as a result of a breach of the provisions
            of this CLAUSE 8.6; or

     8.6.3  to the extent that such information has been received by the Vendor
            from a third party other than as a result of a breach of a duty of
            confidence owed by such third party to the Purchaser.

8.7  Following Completion the Purchaser shall not, and shall procure that no
     Associated Company of the Purchaser shall, in any way use, or carry on
     business under, the name "AEA Technology" or any colourable imitation
     thereof or any related logo, mark or name of the Vendor or any Associated
     Company of the Vendor. Notwithstanding the foregoing, the Purchaser will
     use reasonable efforts to procure that as soon as reasonably practicable
     following Completion all references to "AEA Technology" and any such logo,
     mark or name are removed from all letterheads,


                                       26
<PAGE>

     purchase orders, invoices and other stationery of each Hyprotech Company.
     The Purchaser shall indemnify the Vendor and any Associated Company of the
     Vendor against all actions, proceedings, claims, loss, damages, liabilities
     and expenses suffered or incurred as a result of any breach by the
     Purchaser of this CLAUSE 8.7.

8.8  Following Completion the Vendor shall not, and shall procure that no
     Associated Company of the Vendor shall, in any way use, or carry on
     business under, the name "Hyprotech" or any colourable imitation thereof or
     any related logo, or mark and in particular (without limitation) the Vendor
     will procure that with effect from Completion all references to "Hyprotech"
     and any such logo, mark or name are removed from all letterheads, purchase
     orders, invoices and other stationery. The Vendor shall indemnify the
     Purchaser and any Hyprotech Company against all actions, proceedings,
     claims, loss, damages, liabilities and expenses suffered or incurred as a
     result of any breach by the Vendor of this CLAUSE 8.8.

8.9  Aspen will procure that Hyprotech will on or after Completion in accordance
     with the terms of the relevant bonuses pay to such relevant individuals all
     outstanding amounts due in respect of the thank you bonus, the variable
     compensation bonus and the change of control bonus. Details of the change
     of control bonus are contained at Tabs 5.4.20.2, 5.4.19.1, 5.4.18.2,
     5.4.17.2, 5.4.14.1, 5.4.15.2, 5.4.16.2 and 5.4.29, details of the thank you
     bonus are contained at Tab 5.5.3 and 5.5.4 and details of the variable
     compensation bonus are contained at Tab 5.5.1 in the Data Room. Aspen shall
     also procure that Hyprotech will, within 90 days of Completion pay the
     Vendor in full and final settlement all Intra Group Debt. The Intra Group
     Debt shall be determined by the Audited Accounts and in any event shall not
     exceed (pounds)2,491,000 and any excess Intra Group Debt shall be waived by
     the Vendor without liability to Hyprotech or the Purchaser.

8.10 The Vendor covenants that the differential of:

     8.10.1 cash and cash equivalents; and

     8.10.2 accounts receivable;

     less

     8.10.3 accounts payable;

     8.10.4 capital leases; and

     8.10.5 accrued expenses

     set out in the Audited Accounts will not be materially different from that
     set out in the Draft Accounts.


                                       27
<PAGE>

     For the purpose of this covenant, material is defined as US$0.25 million.
     In the event that the differential of these amounts set out in the Audited
     Accounts is greater than US$0.25 million of the differential set out in the
     Draft Accounts, to the extent that liabilities classified as accounts
     payable as accrued expenses in the Draft Accounts are not included
     elsewhere in the balance sheet within the Audited Accounts, the Purchaser
     will pay to the Vendor a sum equal to the full difference and not merely
     the amount in excess of US$0.25 million. In the event that the differential
     of these amounts set out in the Draft Accounts is greater than US$0.25
     million than the differential that is set out in the Audited Accounts, to
     the extent that assets classified as cash and cash equivalents and accounts
     receivable in the Draft Accounts are not included elsewhere in the balance
     sheet within the Audited Accounts, the Vendor will pay to the Purchaser a
     sum equal to the full difference and not merely the amount in excess of
     US$0.25 million.

     For the avoidance of doubt, the accounts receivables balance included in
     the Draft Accounts is inclusive of the receivables from Conoco of
     approximately US$4,000,000 and the accounts payable and accrued expenses
     balance in the Draft Accounts are inclusive of the amounts payable relating
     to Conoco of approximately US$1,200,000.

8.11 Vendor shall use reasonable endeavours to procure the following
     waivers/consents referenced at Tab 4 (Software Report) of the Data Room:

     8.11.1 from Cranfield University for Cranfield Adaptive Gridding/Implicit
            Solver;

     8.11.2 from DTI for Two Phase Transient;

     8.11.3 from Lindo Systems for LINGO.

8.12 The parties agree that each of the undertakings set out in this CLAUSE 8
     are separate and severable and enforceable accordingly and if any one or
     more of such undertakings or part of an undertaking is held to be against
     the public interest or unlawful or in any way an unreasonable restraint of
     trade, the remaining undertakings or remaining part of the undertakings
     will continue in full force and effect.

9.   COMPLETION

9.1  Completion of the sale and purchase of the Shares will take place on the
     date which is the Business Day after the date (not being later than 12.00pm
     on 31 May 2002) on which the Conditions are satisfied when and in relation
     to the Gemini Property on the date on which the Underlease for the Gemini
     Property is completed in accordance with the provisions of PART 2 of
     SCHEDULE 2 when:


                                       28
<PAGE>

     9.1.1  the Vendor will deliver to the Purchaser on Completion:

            9.1.1.1  subject to the provisions of SCHEDULE 2 vacant possession
                     of the Gemini Property together with documentation relating
                     to the Property in accordance with the provisions of
                     SCHEDULE 2;

            9.1.1.2  title documentation in respect of UK Properties (save as
                     provided for in 9.1.1.1) in the possession of the Vendor;

            9.1.1.3  an undertaking from the Seller's solicitors to use their
                     reasonable endeavours to procure the registration of
                     Hyprotech Limited as the registered proprietor of Title
                     Number CB4557 and on completion of the registration to
                     deliver up the said Land Certificate to the Purchaser or as
                     it may direct;

     9.1.2  the Vendor will deliver or procure delivery to the Purchaser:

            9.1.2.1  the Supplementary Disclosure Letter duly executed on behalf
                     of the Vendor, a preliminary copy of which shall have been
                     delivered to the Purchaser at least 48 hours before
                     Completion;

            9.1.2.2  those documents referred to in SCHEDULE 5 in relation to
                     the Shares;

            9.1.2.3  the Tax Deed duly executed by the Vendor;

     9.1.3  the Purchaser will deliver to the Vendor:

            9.1.3.1  the Supplementary Disclosure Letter duly executed on behalf
                     of the Purchaser;

            9.1.3.2  the counterpart Tax Deed duly executed by the Purchaser.

9.2  Upon completion of all matters referred to in CLAUSE 9.1 but subject to
     CLAUSE 8.2, the Purchaser will pay the Completion Payment in cash by way of
     a CHAPS transfer from a Clearing Bank to the Vendor's bank account (details
     of which to be provided prior to Completion) or by such other method as may
     be agreed between the parties.

9.3  With effect from the Completion (save as otherwise agreed or provided in
     this Agreement) all arrangements involving the Vendor relating to the
     provision of management, administration, computer, insurance, personnel,
     accounting, legal or similar services in relation to any Hyprotech Company
     (insofar as they have been provided to that date) shall cease without
     further liability on the part of any party.


                                       29
<PAGE>

9.4  Notwithstanding the provisions of CLAUSE 9.3 the Vendor shall continue to
     provide or procure provision to the Hyprotech Companies at cost plus VAT,
     if appropriate for a period of up to 6 months payroll services and other
     services as the Purchaser shall request to the extent able in the manner
     that it has provided or procured provision of such services prior to
     Completion.

9.5  The provisions of PART 2 of SCHEDULE 2 shall apply in respect of the Gemini
     Property.

10.  PENSIONS AND EMPLOYMENT

10.1 The Vendor hereby agrees to indemnify and hold harmless the Purchaser, AEAT
     UK and any Hyprotech Company against all and any liabilities, costs or
     expenses which the Purchaser or any Hyprotech Company may incur or be
     responsible for in relation to the Pension Scheme under or pursuant to or
     in connection with section 60 Pensions Act 1995 and/or section 75 Pensions
     Act 1995, as amended.

10.2 The Vendor shall indemnify and hold harmless the Purchaser and the
     Hyprotech Companies against any reasonable costs, claims, liabilities or
     expenses (including reasonable legal expenses), losses, fines, penalties
     and awards in connection with or as a result of any claim made by any of
     the past or present employees or consultants of the Hyprotech Companies
     arising out of the acts or omissions of any of the Hyprotech Companies or
     the Vendor Parties prior to Completion including, in particular, any claims
     from employees arising out of or in connection with the transfer of the
     Business from the Vendor to AEAT UK on 29 December 2001, the transfer of
     the contract of the German Employee Ralph Cos, the assignment and novation
     of contracts described in paragraph 7.1 of the Disclosure Letter and the
     two TUPE transfers referred to at paragraph 15.11 of the Disclosure Letter
     and the termination of employment of Herbert Schneider from AEAT GmbH. The
     provisions of paragraphs 2.1, 2.4, 2.5, 2.6, 3, 4, 5, 6 and 10 of SCHEDULE
     6 shall apply to a claim pursuant to this CLAUSE 10.2.

10.3 The Vendor hereby undertakes that it will, to the fullest extent permitted
     by law, account to the Inland Revenue within the prescribed time scales all
     appropriate income tax (including, without limitation, operating the Pay As
     You Earn regime) and national insurance contributions (including, without
     limitation, both primary and secondary Class 1 national insurance
     contributions) in relation to the grant, holding or exercise of any options
     or other share based incentives granted to those employees and former
     employees of any Hyprotech Company employed or formerly employed in the UK
     prior to Completion.

10.4 The Vendor shall indemnify and hold harmless the Purchaser and any
     Hyprotech Company against all and any costs, liabilities, taxes or social
     security contributions


                                       30
<PAGE>

     (including, without limitation, both primary and secondary Class 1 national
     insurance contributions) which the Purchaser or any Hyprotech Company may
     incur or be responsible for in relation to the grant, holding or exercise
     of any option or other share based incentives granted or provided to
     employees or former employees of any Hyprotech Company employed or formerly
     employed in the UK prior to Completion.

10.5 The Purchaser agrees to carry out salary reviews within 90 days of
     Completion for those employees employed by UKAEAT, such reviews to address
     alignment of salaries of UKAEAT employees with the Purchaser's UK
     counterpart employees; provided, however, that such alignment or any change
     to the current salary of UKAEAT employees shall be in the sole discretion
     of the Purchaser.

11.  INFORMATION AND ACCESS AND BUSINESS INTELLECTUAL PROPERTY RIGHTS

11.1 The Vendor shall allow each Hyprotech Company to permit the Purchaser
     between the date of this Agreement and the Completion, without interference
     to such Hyprotech Company's ordinary conduct of its business, to have
     reasonable access during normal business hours to the premises and to all
     the books and records of each Hyprotech Company.

11.2 The provisions of this CLAUSE 11 shall be subject and without prejudice to
     the provisions of the UKAEA Records Agreement and the UKAEA Intellectual
     Property Agreement, in particular, CLAUSE 10 thereof.

12.  GENERAL

12.1 Neither the Vendor nor the Purchaser will be entitled to assign the benefit
     or delegate the burden of this Agreement (including all or any benefit,
     interest or right which arises under or out of this Agreement including any
     present, future or contingent interest or right to any sums or damages
     payable by either party under or in connection with this Agreement) without
     the prior written consent of the other save for any assignment to an
     Associated Company on the basis that prior to any assignee ceasing to be an
     Associated Company of the Vendor or the Purchaser (as the case may be) it
     will assign the benefit and burden of this Agreement back to the Vendor or
     the Purchaser (as the case may be). For the avoidance of doubt, the
     acquisition by a third party of the entire issued share capital of the
     Purchaser shall not be deemed to be an assignment of the Purchaser's rights
     under this Agreement.

12.2 Except insofar as the same have been fully performed at Completion, each of
     the agreements, covenants, obligations, warranties, representations,
     indemnities and undertakings contained in this Agreement will continue in
     full force and effect notwithstanding Completion.


                                       31
<PAGE>

12.3 Any waiver of any breach of, or any default under, any of the terms of this
     Agreement will not be deemed a waiver of any subsequent breach or default
     and will in no way affect the other terms of this Agreement.

12.4 The rights and remedies expressly provided for by this Agreement will not
     exclude any rights or remedies provided by law and equity.

12.5 This Agreement may be executed in any number of counterparts, and by the
     parties on separate counterparts, each of which so executed and delivered
     will be an original, but all the counterparts will together constitute one
     and the same agreement.

12.6 The parties to this Agreement do not intend that any of its terms will be
     enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999
     by any person not a party to it.

13.  ANNOUNCEMENTS

13.1 No announcement or circular concerning the transactions contemplated by
     this Agreement or any matter ancillary to it and no disclosure of the terms
     of this Agreement will be made by the Vendor except with the prior written
     approval of the Purchaser or by the Purchaser except with the prior written
     approval of the Vendor.

13.2 This clause does not apply to any announcement, circular or disclosure
     required by law or, to the extent relevant, the regulations of any stock
     exchange or listing authority or the Panel on Takeovers and Mergers or any
     other governmental or regulatory organisation, provided, if practicable,
     that the party required to make it has first consulted and taken into
     account the reasonable requirements of the other party.

14.  COSTS

     Except where expressly stated otherwise, each party to this Agreement will
     bear such party's own costs and expenses relating to the negotiation,
     preparation and implementation of this Agreement. No Hyprotech Company will
     bear any part of such costs and expenses of the Vendor.

15.  NOTICES

15.1 Any notice or other communication given in connection with this Agreement
     will be in writing and will be delivered personally or sent by pre-paid
     first class post (or air mail if overseas) or by fax to the recipient's
     address set out in this Agreement or to any other address which the
     recipient has notified in writing to the sender received not less than
     seven Business Days before the notice was despatched.


                                       32
<PAGE>

15.2 A notice or other communication is deemed given:

     15.2.1 if delivered personally, upon delivery at the address provided for
            in this clause; or

     15.2.2 if sent by prepaid first class post, on the second Business Day
            after posting it; or

     15.2.3 if sent by air mail, on the sixth Business Day after posting it; or

     15.2.4 if sent by fax, on completion of its transmission

     provided that, if it is delivered personally or sent by fax on a day which
     is not a Business Day or after 4.00 pm on a Business Day, it will instead
     be deemed to have been given or made on the next Business Day.

15.3 Any notice or other communication given to the Vendor's or Purchaser's
     Solicitors, will be treated as validly given to the Vendor or the Purchaser
     as the case may be.

15.4 The provisions of this clause will not apply, in the case of service of
     court documents, to the extent that such provisions are inconsistent with
     the Civil Procedure Rules.

16.  GOVERNING LAW AND JURISDICTION

16.1 This Agreement will be governed by and constructed in accordance with
     English law.

16.2 FORM OF ARBITRATION CLAUSE

     16.2.1 SCOPE. Any dispute, controversy or claim arising out of or relating
            to this Agreement, or the breach, termination or invalidity thereof
            (a "DISPUTE"), shall be definitively settled by arbitration in
            accordance with the provisions of the Rules of Civil Procedure
            (Alberta) ("CCP") in Calgary except with respect to Disputes for
            which other resolution mechanisms have been specifically provided
            for herein.

     16.2.2 NOTICE OF DISPUTE. The party wishing to initiate the arbitration
            mechanism provided in this Section 16 shall send a notice to the
            other party setting forth the object of the Dispute and nominating
            an arbitrator to hear the Dispute. The other party shall have (10)
            days to notify the initiating party whether the suggested arbitrator
            is acceptable, failing which, the suggested arbitrator shall be
            deemed to be acceptable to the parties. If the suggested arbitrator
            is not acceptable, the parties shall refer the matter forthwith to
            the Superior Court (Alberta) who shall appoint a single arbitrator.
            The decision of the


                                       33
<PAGE>

             Superior Court (Alberta) shall be final and binding. The
             arbitration proceedings shall commence forthwith upon the
             appointment of the arbitrator.

     16.2.3  QUALIFICATIONS OF ARBITRATOR. The arbitrator shall have at least
             ten (10) years of experience in corporate law or commercial
             transactions but shall not be a lawyer representing any of the
             Vendor or the Purchaser at the time of Completion or at the time of
             arbitration.

     16.2.4  PLACE OF ARBITRATION. The seat of arbitration shall be Calgary. The
             arbitrator may, without changing the seat of arbitration, hold
             hearings or meet elsewhere for reasons of convenience or speed with
             the agreement of the parties.

     16.2.5  AWARDS ON PRELIMINARY ISSUES. The arbitrator may hold a hearing and
             render an award in relation to any preliminary issue.

     16.2.6  TIMING OF FINAL AWARD. The arbitrator shall render any final award
             within thirty (30) days following the completion of evidence and
             arguments on the substantive issue(s) in dispute between the
             parties.

     16.2.7  BINDING AND FINAL AWARD. Any award rendered by the arbitrator shall
             be final and binding on the parties. Any arbitration award made may
             be enforced against assets of the relevant party wherever they are
             located or may be found. Judgment on any arbitral award may be
             entered in any court having jurisdiction over the parties or any of
             their assets, and the parties hereby consent to the jurisdiction of
             any court in a proceeding to enforce such award.

     16.2.8  WAIVER OF APPEAL. Any procedural decision or interim or final award
             rendered by the arbitrator shall be binding on the parties who
             hereby expressly and irrevocably waive all rights of appeal or
             recourse to any court, except such rights as cannot be waived by
             the Law of the place of arbitration and the Law of the place of
             enforcement.

     16.2.9  COSTS. The apportionment of the costs of any arbitration pursuant
             to this Agreement shall be left to the discretion of the
             arbitrator.

     16.2.10 CONFIDENTIALITY. Each party and any arbitrator appointed hereunder
             shall, subject to securities Laws, rules of applicable stock
             exchanges and obligations under credit instruments, keep
             confidential the terms of any Dispute, including testimony and
             evidence produced during any Dispute. Notwithstanding the
             foregoing, each party may provide its counsel,


                                       34
<PAGE>

             consultants and witnesses, on a confidential basis, any information
             required to allow such persons to assist such party or any mediator
             or arbitrator to resolve such Dispute. Any arbitrator may only
             inform his governing body of the existence and resolution of the
             Dispute.

     16.2.11 EXTRAORDINARY REMEDIES. Nothing in this CLAUSE 16 shall limit the
             right of a party to seek extraordinary recourses in courts of
             competent jurisdiction, including specific performance, seizures
             before judgement and injunctions, unless the recourse sought is in
             conflict with any Dispute finally resolved in accordance with this
             CLAUSE 16.


                                       35
<PAGE>

                                   SCHEDULE 1




                            [Intentionally Omitted]


                                       36
<PAGE>

                                   SCHEDULE 2




                            [Intentionally Omitted]


                                       37
<PAGE>


                                   SCHEDULE 3


                            [Intentionally Omitted]




                                       38
<PAGE>
                                   SCHEDULE 4

                             NON-TAXATION WARRANTIES


For purposes of this SCHEDULE 4, the term "Vendor Parties" shall mean the Vendor
and each Hyprotech Company, including, where applicable, their respective
subsidiaries.

1.       SCHEDULE 1; CAPITAL

1.1      The information contained in SCHEDULE 1 is true, complete and accurate
         in all respects and the relevant information is set out for each
         Hyprotech Company.

1.2      The Shares and the other issued shares of each Hyprotech Company are
         fully paid and are beneficially owned and registered as set out in
         SCHEDULE 1 free from any Encumbrance or any claim to, or contract to
         grant, any Encumbrance.

1.3      No Hyprotech Company has allotted or issued any share capital other
         than the shares shown in SCHEDULE 1 as being issued and no Hyprotech
         Company has granted any options to allot or issue any share capital.

1.4      No contract has been entered into which requires or may require any
         Hyprotech Company to allot, issue or transfer any share or loan capital
         and no Hyprotech Company has allotted or issued any securities which
         are convertible into share or loan capital.

1.5      No Hyprotech Company has any interest in the share capital of any body
         corporate save as specified in SCHEDULE 1.

1.6      Other than as specified in SCHEDULE 1, no Hyprotech Company has, or
         ever has had, any subsidiary undertakings (as defined in sections 258
         to 260 CA 1985).

VENDOR

2.       CAPACITY

         The Vendor has full power to enter into and perform this Agreement and
         this Agreement constitutes obligations binding on the Vendor in
         accordance with its terms.

ACCOUNTS AND RECORDS

3.       THE ACCOUNTS

3.1      The Audited Accounts:

                                       39

<PAGE>
         3.1.1    present fairly, in all material respects, the financial
                  position of the Hyprotech Group as of 31 March 2002, and the
                  results of its operations and its cash flows for the year then
                  ended in conformity with accounting principles generally
                  accepted in the United States of America.

4.       RECORDS

         Each Hyprotech Company's accounting records are up to date and contain
         complete and accurate details of all transactions of that Hyprotech
         Company and comply with the provisions of sections 221 and 222 CA 1985.
         Each Hyprotech Company's records and information are exclusively owned
         by it and under its direct control. The copies of the company records,
         including minutes, of each of the Hyprotech Companies included in the
         Data Room are complete and accurate in all material respects, and the
         originals of such company records are in the control of the Hyprotech
         Companies.

CHANGES

5.       GENERAL

5.1      Since 31 March 2001, the business of each Hyprotech Company has been
         carried on in the ordinary and usual course in all material respects;
         and

5.2      Since 31 March 2002, there has been no adverse change in the financial
         or trading position of any Hyprotech Company.

6.       SPECIFIC

         Since 31 March 2002:

6.1      no Hyprotech Company has other than in the ordinary course of business
         acquired, or agreed to acquire, any single asset having a value in
         excess of (pound)100,000 or assets having an aggregate value in excess
         of (pound)100,000;

6.2      no Hyprotech Company has disposed of, or agreed to dispose of, any
         asset having a value reflected in the Draft Accounts in excess of
         (pound)100,000 or acquired since 31 March 2002;

6.3      no dividend or other payment which is, or could be treated as, a
         distribution for the purposes of Part VI ICTA or section 418 ICTA has
         been declared, paid or made by any Hyprotech Company;

6.4      no resolution of the shareholders of any Hyprotech Company has been
         passed;

6.5      no Hyprotech Company has changed its accounting reference date;


                                       40
<PAGE>
6.6      no management or similar charge has become payable or been paid by any
         Hyprotech Company;

6.7      no share or loan capital has been allotted, issued, repaid or redeemed
         or agreed to be allotted, issued, repaid or redeemed by any Hyprotech
         Company; and

6.8      no Hyprotech Company has borrowed any money from any party.

ASSETS

7.       GENERAL

7.1      The assets of each Hyprotech Company comprise all the assets reasonably
         necessary to effectively operate the relevant Hyprotech Company in the
         manner conducted immediately prior to Completion.

7.2      The Business Intellectual Property Rights and the Licensed Intellectual
         Property Rights comprise all the Intellectual Property Rights necessary
         to effectively operate the relevant Hyprotech Company in the manner
         conducted prior to Completion.

7.3      All the business of the Vendor included in the Audited Accounts will be
         transferred to the Purchaser with the transfer of the Shares.

7.4      The Asset Registers at Tabs 15.2-15.5, 15.6.1 and 15.7 in the Data Room
         in all material respects comprises a true and accurate record of all
         the plant and equipment as at the date hereof.

8.       UNENCUMBERED TITLE

         Each asset owned by a Hyprotech Company is in the legal and beneficial
         ownership of the Vendor or the relevant Hyprotech Company and is free
         from any Encumbrances.

9.       DEBTORS

9.1      No Hyprotech Company has made, or entered into any contract to make,
         any loan to, or other arrangement with, any person as a result of which
         it is or may be owed any money, other than trade debts incurred in the
         ordinary course of business and cash at bank.

9.2      No Hyprotech Company owes any money to the Vendor or any Associated
         Company, and neither the Vendor nor any Associated Company owes any
         money to any Hyprotech Company.

                                       41
<PAGE>
9.3      No Hyprotech Company is entitled to the benefit of any debt otherwise
         than as the original creditor and no Hyprotech Company nor the Vendor
         has factored, deferred or discounted any debt or agreed to do so.

10.      PLANT, ETC.

         The plant and machinery, vehicles, fixtures and fittings, furniture,
         tools and other equipment used in connection with the business of each
         Hyprotech Company have been maintained to a good standard.

11.      INTELLECTUAL PROPERTY RIGHTS

11.1     All Hyprotech Intellectual Property Rights are legally and beneficially
         owned by a Hyprotech Company free from any Encumbrance. A detailed
         breakdown of the ownership of the Hyprotech Intellectual Property
         Rights is set forth in SCHEDULE 3.

11.2     All Hyprotech Intellectual Property Rights which are registered or the
         subject of applications for registration and any unregistered
         trademarks are listed and described in SCHEDULE 3 of this Agreement or
         in the Disclosure Letter.

11.3     The Hyprotech Intellectual Property Rights are valid, subsisting and
         enforceable. In respect of registered Hyprotech Intellectual Property
         Rights, all renewal fees have been duly paid, all steps required for
         their maintenance and protection have been taken and there are, so far
         as the Vendor is aware, no grounds on which any person is or will be
         able to seek cancellation, rectification or any other modification of
         any registration.

11.4     There are, and have been, no proceedings, actions or claims either (and
         neither the Vendor nor any Hyprotech Company has received written
         notice) impugning the title, validity or enforceability of the
         Hyprotech Intellectual Property Rights or claiming any right or
         interest in such Hyprotech Intellectual Property Rights.

11.5     So far as the Vendor is aware, there is, and has been, no infringement
         of the Hyprotech Intellectual Property Rights and none is pending or
         threatened.

11.6     Save for licences granted in the ordinary course of the Hyprotech
         Business, no contract or consent in respect of any of the Hyprotech
         Intellectual Property Rights has been entered into or given by a
         Hyprotech Company or the Vendor in favour of any third party and
         neither the Vendor nor any Hyprotech Company, save for licences of
         Software granted in the ordinary course of the Hyprotech Business, is
         obliged to enter into or grant any such contract or consent.


                                       42
<PAGE>
11.7     The past and present activities of each Hyprotech Company (including
         the processes, methods, Software, goods and services used or dealt in
         by it, and the products or services manufactured or supplied by it) so
         far as the Vendor is aware:

         11.7.1   do not infringe or misappropriate and have not infringed or
                  misappropriated any Intellectual Property Rights of any third
                  party; and

         11.7.2   have not resulted in a claim to any compensation under
                  sections 40 and 41 of the Patents Act 1977 or any foreign
                  patent statute.

11.8     So far as the Vendor is aware: (1) no Hyprotech Company has disclosed,
         nor is obliged to disclose, nor has permitted access to any
         Confidential Information or Know-How to any third party, other than
         those of its officers or employees or contractors who are bound by
         obligations of confidence or in the normal course of business and (2)
         no Hyprotech Company is restricted in its ability to use, or to
         disclose to any third party, any of its own Confidential Information or
         Know-How.

11.9     The Vendor is not aware of any circumstances which would render any
         current application for registration of the Hyprotech Intellectual
         Property Rights unacceptable to the relevant registry or other
         authority or which would prevent any such application from proceeding
         to grant and registration.

11.10    Complete and accurate copies of all material (and for the purposes of
         this paragraph 11.10 material shall mean (i) having an aggregate value
         in excess of US$200,000 or (ii) all licences granted to each Hyprotech
         Company or (iii) all licences which include a licence of source code
         granted by any Hyprotech Company or (iv) any development commitments or
         obligations of any Hyprotech Company), licences, sub-licences and other
         agreements whereby a Hyprotech Company is licensed or otherwise
         authorised to use the Intellectual Property Rights of a third party
         (including the Vendor and its other Associated Companies) or whereby a
         Hyprotech Company licenses or otherwise authorises a third party to use
         Licensed Intellectual Property Rights or Hyprotech Intellectual
         Property Rights are included in the Data Room (save that where rights
         are granted by a Hyprotech Company on standard form contracts, in which
         case, such standard forms are included in the Data Room). Save where it
         is clear from the face of any such document that it has expired or
         otherwise terminated, all of them are in full force and effect, no
         notice having been given to terminate them, and, so far as the Vendor
         is aware, the obligations of all parties in respect of them have been
         fully complied with in all material respects, there are no current
         disputes in respect of them and so far as the Vendor is aware none of
         them will be terminated or materially affected as a result of the
         Completion.

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<PAGE>
11.11    The Hyprotech Business does not license the software subject to the
         Cadcentre option agreement in any of its current products or current
         Hyprotech Business activities are in no way affected by Cadcentre
         exercising its option.

12.      COMPUTER SYSTEMS

12.1     For the purposes of this PARAGRAPH 12:

         "COMPUTER SYSTEMS"         means all computer hardware, Software,
                                    microprocessors and firmware and any other
                                    items that connect with any of them which in
                                    each case are used in the Hyprotech Business
                                    or are in the possession of a Hyprotech
                                    Company.

12.2     Full details of all Software used or held by a Hyprotech Company in
         which the Intellectual Property Rights are owned by a third party are
         set out in the Disclosure Letter. Any payments due and owing under the
         licenses of such Software have been timely made by the Vendor or a
         Hyprotech Company. The licences of such Software are complied with in
         all material respects in the operation of the Hyprotech Business and
         any restrictions in those licences do not materially adversely affect
         the present conduct of any business of any Hyprotech Company.

12.3     Each Hyprotech Company has a prudent disaster recovery plan in respect
         of the Computer Systems.

12.4     Each Hyprotech Company has prudent procedures in place which are
         designed to give reasonable security of the Computer Systems and data
         stored on them.

12.5     Each Hyprotech Company has a sufficient number of employees who are
         technically competent and appropriately trained to ensure the proper
         operation and use of the Computer Systems.

PROPERTY

13.      PROPERTY

13.1     The particulars of the Property shown in SCHEDULE 2 are true, complete
         and correct.

13.2     The Vendor and each Hyprotech Company has good and marketable title to
         the Gemini Property and title to the other Property for the relevant
         estate or interest as shown in SCHEDULE 2.

13.3     The replies given by the Vendor's Solicitors contained at reference
         8.2.10 in the Data Room concerning the UK Property were true and
         accurate in all material respects on 2 April 2002.


                                       44

<PAGE>
13.4     To the extent any of the Property shown in SCHEDULE 2 is the subject of
         a lease to which the Vendor or a Hyprotech Company is a party, neither
         the Vendor nor such Hyprotech Company is in breach or violation of, or
         default under, any such lease, and no event has occurred, is pending
         or, to the knowledge of the Vendor, is threatened, which, after the
         giving of notice thereof, with lapse of time, or otherwise, would
         constitute a breach or default by the Vendor or such Hyprotech Company.

13.5     The Vendor is not aware of any matters likely to be revealed by
         searches required to have been undertaken by the Purchaser in respect
         of matters which would be materially prejudicial to the matters as
         listed in CLAUSES 9.1 and 9.2 hereof.

ENVIRONMENTAL/HEALTH AND SAFETY (EHS) MATTERS

14.      ENVIRONMENTAL/HEALTH AND SAFETY (EHS) MATTERS

14.1     For the purposes of this warranty the following expressions have the
         following meanings:

         "EHS LAWS"                 all or any applicable laws and regulations
                                    of the United Kingdom and any relevant
                                    foreign country which relate to EHS Matters

         "EHS MATTERS"              all or any matters relating to the pollution
                                    or protection of the Environment or harm to
                                    or the protection of human health and safety
                                    or the health of animals and plants

         "EHS PERMITS"              all or any permits, consents, licences,
                                    approvals, certificates and other
                                    authorisations required by EHS Laws for the
                                    operation of the Hyprotech Business

         "ENVIRONMENT"              any air, (including air within natural or
                                    man-made structures above or below ground);
                                    water (including territorial, coastal and
                                    inland waters and groundwater and water in
                                    drains and sewers); and land (including the
                                    seabed or river bed under any water),
                                    surface land and sub-surface land.

14.2     So far as the Vendor is aware:

         14.2.1   any EHS Permits have been obtained and are in full force and
                  effect and have been complied with in all material respects;

                                       45
<PAGE>
         14.2.2   there are no circumstances which may result in any EHS permit
                  being varied, modified, revoked or suspended;

         14.2.3   in relation to the carrying on of the Hyprotech Business the
                  Vendor and each Hyprotech Company complies in all material
                  respects with EHS Laws;

         14.2.4   neither the Vendor nor any Hyprotech Company is involved in
                  any action, litigation, arbitration or dispute resolution
                  proceedings or subject to any investigation under EHS Laws and
                  the Vendor is not aware of any facts likely to give rise to
                  such matters.

EMPLOYEES

15.      EMPLOYEES

15.1     The Transfer of Undertakings (Protection of Employment Regulations
         1981), as amended, shall have no application to the sale of Shares
         contemplated by this Agreement.

15.2     Section 5 of the Data Room correctly sets forth the name, remuneration
         and notice period or fixed term (as appropriate) of all key consultants
         and key independent contractors (for the purposes of this paragraph
         15.2 a key consultant or contractor shall be one who is paid in excess
         of (pound)45,000 per annum) of the Hyprotech Companies and the name,
         dates of commencement of employment and continuous service, ages,
         notice periods, remuneration and benefits whether contractual or
         discretionary and whether provided for orally or in writing or
         otherwise of each Employee of the Hyprotech Companies and whether any
         such Employees are absent from active employment (whether on maternity,
         secondment, sick leave or garden leave). In addition, the Data Room
         includes details of the name of any person who has accepted an offer of
         employment or consultancy made by any Hyprotech Company but whose
         employment or consultancy has not yet started and of any outstanding
         offer of employment or consultancy made to any person by any Hyprotech
         Company. So far as the Vendor is aware, no Senior Employee employed in
         the Hyprotech Companies has any plans to terminate or has already
         terminated or given notice of termination of employment from any
         Hyprotech Company and the Vendor has not threatened to terminate or has
         terminated or given notice of the termination of employment to any such
         Senior Employee. So far as the Vendor is aware, in connection with the
         Hyprotech Business, it and all Hyprotech Companies are in compliance
         with all laws relating to the employment of labour (including, but not
         limited to any provisions or regulations, codes of conduct, codes of
         practice, terms and conditions of employment, orders of any court,
         tribunal or regulatory authority agreements with third parties, awards
         relevant to their conditions of service or to relations between it and
         any recognised trade union or other body representing


                                       46

<PAGE>

         the Employees) and it has complied with its obligations concerning
         health and safety at work, wages, hours, equal opportunity, vacation
         entitlements, overtime, termination, notice and severance pay, human
         rights, workers compensation, collective bargaining and the payment of
         social security, national insurance and other Taxes), and no Hyprotech
         Company has or over the past 12 months had any threatened or actual
         strikes, lock-outs or work stoppages. Section 5.5 of the Data Room sets
         forth the bonuses paid to all employees employed in any Hyprotech
         Company during the financial year ended on 31 March 2002.

15.3     The Data Room at section 5 contains copies of all standard form current
         employment and key consulting agreements.

15.4     There are no amounts owing other than in the normal course of
         salary/bonus payments to or from any present or former officers,
         employees or key consultants of any Hyprotech Company.

15.5     Each Hyprotech Company has maintained adequate and up-to-date records
         regarding the service of each of the Employees.

15.6     No Hyprotech Company has entered into any binding arrangement or
         proposal regarding any future variation in any contract of employment
         or working conditions in respect of any of the Employees or any
         agreement imposing an obligation on the Hyprotech Company to increase
         the basis and/or rates of remuneration and/or the provision of other
         benefits in kind (including any share incentive, share option, profit
         related pay, change of control, profit sharing bonus or other incentive
         scheme) to or on behalf of any of the Employees or any officers or key
         consultants, at any future date of which copies/details are not
         contained in the Data Room.

15.7     All contracts of employment (written or unwritten) with any UK Employee
         can be terminated by three (3) months' notice or less without giving
         rise to a claim for damages, severance pay or compensation (other than
         statutory termination payments).

15.8     There are no amounts of deferred remuneration outstanding (including
         but not limited to bonuses or holiday pay) and which are for the
         account of a Hyprotech Company to any Employee (other than amounts
         representing remuneration accrued due for the current pay period, or
         for reimbursement of reasonable business expenses).

15.9     No payment has been made or promised to be made or benefit given or
         promised to be given by Hyprotech Company in connection with the actual
         or proposed termination or suspension of employment or variation of any
         contract of employment of any of the Employees.


                                       47

<PAGE>
15.10    No Hyprotech Company has made or agreed to make any payment to, or
         provided or agreed to provide any benefit for, any Employee or any
         spouse or dependent of any Employee on termination of their employment.

15.11    The employers of the UK Employees have not within the period of three
         years preceding the date of this Agreement been a party to any
         "relevant transfer" (as defined in the Transfer of Undertakings
         (Protection of Employment Regulations) 1981, as amended) or agreement
         for a relevant transfer nor been a party to or been obliged to be a
         party to any consultation in relation to any collective redundancies
         made pursuant to section 188 of the Trade Union and Labour Relations
         (Consolidation) Act 1992.

15.12    No Hyprotech Company recognises to any extent any trade union or other
         body representing the UK Employees or any of them for the purpose of
         collective bargaining or other negotiating purposes.

15.13    All personnel whose services are wholly or mainly utilised in the UK
         are employed by AEAT UK.

15.14    There is no term of employment for any Employee which provides that a
         change of control of any Hyprotech Company shall entitle the Employee
         to treat the change of control as amounting to a breach of the contract
         or entitling him to any payment entitling him to treat himself as
         redundant or otherwise dismissed or released from their employment.

15.15    No Hyprotech Company has an obligation to make any payment or
         redundancy in excess of the statutory redundancy payment.

15.16    So far as the Vendor is aware, no enquiry or investigation affecting
         AEAT UK has been made or threatened by the Commission for Racial
         Equality, the Equal Opportunities Commission, Human rights Commission,
         the Health & Safety Executive, the Disability Rights Commission, the
         Occupational Pensions Advisory Service, the Pensions Ombudsman or the
         Occupational Pensions Regulatory Authority in respect of:

         15.16.1  any application for employment by any person;

         15.16.2  the employment (including terms of employment, working
                  conditions, benefits and practices) or termination of
                  employment of any person;

         and the Vendor is not aware of any circumstance which is likely to give
         rise to any such claim or investigation.


                                       48
<PAGE>
15.17    The AEA Technology Plc Company Share Option Plan (Part A) and the AEA
         Technology Plc Savings-Related Share Option Scheme are both approved in
         full by the Inland Revenue under Schedule 9 to the Income and
         Corporation Taxes Act 1988 and there is no reason why such approval may
         be withdrawn.

16.      PENSIONS

16.1     NON UK EMPLOYEE BENEFIT PLANS

         16.1.1   In this PARAGRAPH 17.1 the following terms shall have the
                  following meanings as described in the laws of the United
                  States:

                  "ERISA"           the Employee Retirement Income Security Act
                                    of 1974 (as amended)

                  "CODE"            the Internal Revenue Code 1986 (as amended)

                  "COBRA"           Section 4980B of the Code.

         16.1.2   Sections 5.8.4 and 6.2 in the Data Room set forth an accurate
                  and complete list of each "employee benefit plan" (as such
                  term is defined in Section 3(3) of ERISA and each other plan,
                  program or arrangement providing benefits to current or former
                  employees (including any bonus plan, plan for deferred
                  compensation, retirement, severance, sick leave, employee
                  health or other welfare benefit plan or other arrangement)
                  currently maintained, sponsored, or contributed to by the
                  Vendor or any Hyprotech Company on behalf of employees or
                  former employees of the Hyprotech Business employed in the
                  United States, or with respect to which the Vendor or any
                  Hyprotech Company has any current or potential liability on
                  behalf of employees or former employees of the Hyprotech
                  Business employed in the United States. Each such item listed
                  in Sections 5.8.4 and 6.2 in the Data Room is referred to
                  herein as a "Plan" and collectively as the "Plans".

         16.1.3   Sections 5.8.3 and 6.1 lists all material bonus, deferred
                  compensation, incentive compensation, stock purchase, stock
                  option, hospitalisation or other medical, life or other
                  insurance, supplemental unemployment benefits, profit-sharing,
                  pension, or retirement plan, program, agreement or arrangement
                  (whether qualified under applicable local law or not), which
                  is either (i) currently sponsored, maintained or contributed
                  to by the Vendor or any Hyprotech Company on behalf of
                  employees or former employees of the Hyprotech Business
                  employed outside the United States and the United Kingdom, or
                  (ii) with respect to which the Vendor or any Hyprotech Company
                  has any current liability or potential liability on behalf of
                  any


                                       49

<PAGE>
                  employees or former employees of the Hyprotech Business
                  employed outside the United States and the United Kingdom.
                  Each such item listed in Sections 5.8.3 and 6.1 in the Data
                  Room is referred to herein as a "Non U.S. Plan", and
                  collectively as "Non U.S. Plans". So far as the Vendor is
                  aware each Non U.S. Plan complies in form and operation with
                  the applicable laws and regulations of the governing
                  jurisdiction.

         16.1.4   Except where a Plan is expressly identified as a defined
                  benefit plan in Section 6.2 in the Data Room, none of the
                  Plans are either a "defined benefit plan" (as defined in
                  Section 3(35) of ERISA) or a "multi employer plan" as defined
                  in Section 3(37) of ERISA; and no Non U.S. Plan provides a
                  defined benefit pension.

         16.1.5   So far as the Vendor is aware there is no obligation under any
                  Plan or Non U.S. Plan to provide medical, health or life
                  insurance benefits to current or future retired or terminated
                  employees of the Hyprotech Business (except for limited
                  continued medical benefit coverage required to be provided
                  under COBRA or under applicable state or local law). The
                  Purchaser hereby agrees that, effective on the Transfer Date,
                  it shall assume all rights duties and responsibilities to
                  provide continuation coverage under its health plans in
                  accordance with COBRA to all employees or former employees of
                  the Hyprotech Business employed in the United States
                  including, without limitation, any such persons who had
                  elected such continuation coverage prior to the Transfer Date
                  and any such person who is terminated on such Transfer Date;
                  and it will provide a level of coverage under its health
                  plan(s) which will make it unnecessary for the Vendor or any
                  Hyprotech Company to offer continuation coverage to any such
                  person under any health plan of the Vendor or any Hyprotech
                  Company, and finally that it shall indemnify the Vendor with
                  respect to any costs incurred by the Vendor or any Hyprotech
                  Company which would not have been incurred if the Purchaser
                  had satisfied the requirements of this Paragraph 17.15. 16.1.6
                  Except where a Plan or Non U.S. Plan is expressly identified
                  as a "defined contribution plan" in Sections 6.1 and 6.2 in
                  the Data Room, no such Plan or Non U.S. Plan is a "defined
                  contribution plan" (as defined in Section 3(34) of ERISA or
                  applicable local laws of all jurisdictions), whether or not
                  terminated.

         16.1.7   With respect to the Plans and Non U.S. Plans, all required or
                  recommended (in accordance with historical practices)
                  payments, premiums, contributions, reimbursements or accruals
                  for all periods ending 31 March 2002 shall have been made or
                  properly accrued in the Draft Accounts.


                                       50
<PAGE>
         16.1.8   The Plans, the Non U.S. Plans and all related trusts,
                  insurance contracts and funds have been maintained, funded,
                  and, so far as the Vendor is aware, are administered in
                  compliance in all material respects with their terms and with
                  the applicable provisions of ERISA, the Code and other
                  applicable local laws of all jurisdictions. So far as the
                  Vendor is aware neither the Vendor nor any Hyprotech Company
                  nor any trustee or administrator of any Plan or Non U.S. Plan
                  has engaged in any transaction with respect to the Plans or
                  Non U.S. Plans which would subject the Vendor or any Hyprotech
                  Company or any trustee or administrator of the Plans or Non
                  U.S. Plans, or any party dealing with any such Plan or Non
                  U.S. Plan, nor do the transactions contemplated by this
                  Agreement constitute transactions which would subject any such
                  party, to either a civil penalty assessed pursuant to Section
                  502(i) of ERISA or the tax or penalty on prohibited
                  transactions imposed by Section 4975 of the Code or any tax or
                  penalty under applicable local law of all jurisdictions. So
                  far as the Vendor is aware there are no actions, suits or
                  claims with respect to the assets of the Plans or Non U.S.
                  Plans (other than routine claims for benefits) pending or,
                  threatened which could result in or subject the Vendor or any
                  Hyprotech Company to any material liability, nor any
                  circumstances which would give rise to or be expected to give
                  rise to any such actions, suits or claims.

         16.1.9   Each of the Plans which is intended to be qualified under
                  Section 401(a) of the Code has received a favourable
                  determination from the Internal Revenue Service that such plan
                  is qualified under Section 401(a) of the Code and so far as
                  the Vendor is aware there are no circumstances which would
                  adversely affect the qualified status of any such Plan. Each
                  Non U.S. Plan has been properly qualified under the applicable
                  local laws of its jurisdiction.

         16.1.10  The Vendor has provided Purchaser with true and complete
                  copies of all material documents pursuant to which the Plans
                  and Non U.S. Plans are maintained, funded and administered,
                  including (where appropriate) the most recent actuarial,
                  accounting, and annual reports (Form 5500 and attachments), if
                  any, for the Plans, and similar reports, if any, for the Non
                  US Plans.

         16.1.11  None of the Non U.S. Plans provide for benefit increases or
                  the acceleration of, or an increase in, funding obligations
                  that are contingent upon or will be triggered by the entering
                  into of this Agreement or the completion of the transactions
                  contemplated herein.

                                       51
<PAGE>

         16.1.12  None of the Non U.S. Plans is a benefit plan required to be
                  established and maintained pursuant to a Collective Agreement
                  (commonly known as a "union plan") and which is maintained or
                  administered by the Vendor or its relevant Associated Company
                  or a "multi-employer" pension plan or benefit plan as defined
                  under Laws.

         16.1.13  All Employee data necessary to administer each Non U.S. Plans
                  is in the possession of the Vendor or the relevant Associated
                  Company and is complete, correct and in a form which is
                  sufficient for the proper administration of the Non U.S. Plans
                  in accordance with its terms and all Laws.

         16.1.14  None of the Non U.S. Plans (i) require or permit a retroactive
                  increase in premiums or payments, or (ii) require additional
                  premiums or payments, or (iii) termination of such Non U.S.
                  Plan or any insurance contract relating thereto.

16.2     UK EMPLOYEE BENEFIT PLANS

         In respect of employees or former employees of the Hyprotech Business
         employed or formerly employed in the UK ("UK Employees"):

         16.2.1   With the exception of the Pension Scheme and save as set out
                  in section 5 of the Data Room none of the Vendor Parties is
                  under any liability or obligation (whether legally enforceable
                  or not and whether actual or contingent, present or future) in
                  terms or in respect of any ex gratia arrangement,
                  understanding, undertaking or promise (whether contractual or
                  otherwise) to pay, make provision for or provide any relevant
                  benefits (as defined in section 612(1) of ICTA but as if the
                  exception contained in that section were omitted) in respect
                  of the UK Employees or any of their dependants, relatives,
                  spouses, former spouses or any other person otherwise
                  connected with any UK Employee.

         16.2.2   No proposal has been announced by the Vendor to alter the
                  Pension Scheme which proposal remains outstanding and has not
                  been fully implemented. The benefits referred to in all
                  booklets published and announcements made to employees
                  concerning the Pension Scheme have been incorporated in the
                  terms of the deeds or documents governing the Pension Scheme.
                  There is nothing in any booklet or announcement issued or made
                  available generally which is inconsistent with, or
                  constitutes, envisages or requires an augmentation under the
                  terms of, the deeds governing the Pension Scheme.


                                       52
<PAGE>
         16.2.3   Complete and accurate copies of all of the documents in
                  Section 6.3 are contained in the Data Room, which include:

                  16.2.3.1    all material documents containing the provisions
                              currently governing the Pension Scheme;

                  16.2.3.2    all material announcements that have not been
                              incorporated into the documents mentioned in
                              16.2.3.1;

                  16.2.3.3    the latest actuarial valuation and updates (if
                              any) of the Pension Scheme;

                  16.2.3.4    the latest audited accounts of the Pension Scheme;
                              and

                  16.2.3.5    lists, at Section 6.3.19 in the Data Room, the UK
                              Employees who are members of the Pension Scheme.

         16.2.4   No agreements, undertakings or assurances have been given to
                  or in respect of all or any of the UK Employees or any other
                  person as to the continuance, introduction, increase or
                  improvement of any retirement, death or disability benefits
                  (whether or not there is any legal obligation to do so).

         16.2.5   No discretion or power has been exercised under the Pension
                  Scheme in respect of any UK Employees (or any beneficiaries
                  claiming under them) to:

                  16.2.5.1    augment benefits;

                  16.2.5.2    provide or offer to provide any benefit which
                              would not otherwise be provided in respect of any
                              potential member or former member; or

                  16.2.5.3    pay any additional contribution on the part of the
                              Vendor Parties which would not otherwise have been
                              paid.

         16.2.6   The Pension Scheme is an exempt approved scheme within the
                  meaning of section 592(1) of ICTA and so far as the Vendor is
                  aware there is no reason why such approval could be withdrawn.
                  There is a contracting-out certificate (within the meaning of
                  section 7 of the Pension Schemes Act 1993) in force in respect
                  of the Pension Scheme naming the relevant Vendor Parties and
                  no reason exists why the certificate should be cancelled,
                  surrendered or varied.

         16.2.7   The Vendor Parties comply (and have at all times complied) in
                  all material respects with all of their obligations to and in
                  respect of the UK Employees in connection with the Pension
                  Scheme.


                                       53
<PAGE>
         16.2.8   No UK Employee has been excluded or prevented from
                  participating (or been granted restricted participation) in
                  the Pension Scheme on the grounds of part-time employment,
                  marital status, sexual orientation, age or otherwise where
                  such exclusion, prevention or restriction constitutes (or
                  could reasonably be expected to constitute) discrimination in
                  breach of the EC Treaty or any European Directive.

         16.2.9   The Pension Scheme has been operated at all times from and
                  including 17 May 1990 in accordance with the provisions of the
                  EC Treaty relating to equal treatment and all Acts of
                  Parliament, European Directives and other relevant legislation
                  including (save in respect of Guaranteed Minimum Pensions) the
                  provision of sex equal benefits accruing after 16th May 1990.

         16.2.10  All amounts due from the Vendor Parties to the trustees of the
                  Pension Scheme in respect of the UK Employees have been paid.

         16.2.11  There have been no material actions, suits, claims (other than
                  routine claims for benefits) or other disputes made, brought
                  or instituted by any Employee against any Vendor Party in
                  relation to the Pension Scheme which remains unresolved and no
                  such actions, suits, claims or disputes are pending or
                  threatened and the Vendor Parties have no reason to believe
                  that any such action, suits, claims, or disputes are likely.

         16.2.12  No Vendor Party has any obligation or liability (actual or
                  contingent, present or future) to contribute to any personal
                  pension scheme (as defined in section 630 of ICTA) or any
                  stakeholder pension arrangement for or in respect of any of
                  the UK Employees.

         16.2.13  All UK Employees are eligible to become members of the Pension
                  Scheme so that no Hyprotech Company is or has been under any
                  obligation to nominate a stakeholder pension arrangement.

         16.2.14  The Pension Scheme has not commenced winding-up in whole or in
                  part at any time prior to Completion.

CONTRACTS

17.      INSURANCE

17.1     All the assets of each Hyprotech Company of an insurable nature are,
         and have at all material times been, insured adequately against
         employer's liability, public liability, product liability and (where
         appropriate) professional indemnity liability.


                                       54

<PAGE>
17.2     All premiums due in relation to insurance in respect of the Hyprotech
         Business have been paid, and so far as the Vendor is aware nothing has
         been done or omitted to be done which would make any policy of
         insurance of the Hyprotech Business void or voidable.

17.3     Particulars of each Hyprotech Company insurances are given in the
         Disclosure Letter, no claim is outstanding under any such insurances
         and neither the Vendor nor any Hyprotech Company has any intention of
         making a claim under any such insurances.

17.4     For a period of one year after Completion, the Vendor shall maintain in
         effect a directors' and officers' liability insurance policy covering
         those persons currently covered by directors' and officers' liability
         insurance policies maintained by the Vendor for benefit of the
         directors and officers of any Hyprotech Company and a professional
         indemnity insurance policy covering each Hyprotech Company on
         reasonable policy conditions and financial terms as are generally
         available in the UK insurance market and provided that such coverages
         continue to be available on reasonable, meaning substantially similar,
         terms as currently; and further provided, that in no event shall the
         Vendor be required to expend in excess of 150% of the annual premium
         currently paid by the Vendor for such coverages.

18.      CONTRACTS

18.1     Copies of all customer Contracts which are reviewed in the Contracts
         Report prepared by Eversheds are in the Data Room.

18.2     So far as the Vendor is aware, the information provided to Eversheds
         for Eversheds preparation of the Contracts Report prepared by Eversheds
         was true and accurate in all material respects.

18.3     A complete and accurate copy of each of the following Contracts has
         been provided to the Purchaser in the Data Room:

         18.3.1   any written Contract for the lease of personal property from
                  or to third parties;

         18.3.2   any customer Contract in which any of the Hyprotech Companies
                  has granted manufacturing rights, "most favoured nation"
                  pricing provisions or marketing or distribution rights
                  relating to any products or territory or has agreed to
                  purchase a minimum quantity of goods or services or has agreed
                  to purchase goods or services exclusively from a certain
                  party;

         18.3.3   any Contract establishing a partnership, a joint venture or a
                  joint development arrangement;


                                       55
<PAGE>
         18.3.4   any contract under which it has created, incurred, assumed or
                  guaranteed (or may create, incur, assume or guarantee)
                  indebtedness (including capitalized lease obligations)
                  involving more than US$200,000 or under which it has imposed
                  (or may impose) an Encumbrance on any of its assets, tangible
                  or intangible;

         18.3.5   so far as the Vendor is aware any other Contract currently in
                  effect involving any officer, director or stockholder of any
                  of the Hyprotech Companies;

         18.3.6   any Contract that contains any provisions requiring the
                  Hyprotech Companies to indemnify any other party thereto
                  (excluding indemnities contained in Contracts for the
                  purchase, sale or license of products entered into in the
                  ordinary course of business);

         18.3.7   any Contract that was entered into outside the ordinary course
                  of business; and

         18.3.8   any Contract that is expected to result in a material loss.

18.4     So far as the Vendor is aware, no threat or claim of default under any
         Contract has been made and is outstanding and so far as the Vendor is
         aware there is nothing whereby any Contract may be terminated or
         rescinded by any other party as a result of anything done or omitted to
         be done by the Vendor.

18.5     Save where it is clear from the face of any such document that it has
         expired or otherwise terminated, so far as the Vendor is aware all the
         Contracts are in full force and effect and have been duly complied with
         in all material respects and nothing has occurred which could result in
         the invalidity of, or a ground for termination, avoidance or
         repudiation of such a Contract. No party to such a Contract has given
         notice of its intention to terminate, or so far as the Vendor is aware
         has sought to repudiate or disclaim, that Contract.

19.      GENERAL

         Save as clearly and fairly disclosed in the Disclosure Letter or where
         it is clear from the face of any document in the Data Room no Contract:

19.1     was entered into other than in the usual course of the Hyprotech
         Business and by way of a bargain at arm's length;

19.2     restricts the Vendor's nor any Hyprotech Company's freedom to operate
         as it decides;

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<PAGE>
19.3     constitutes a sale or purchase option or similar agreement, arrangement
         or obligation affecting the Hyprotech Business;

19.4     is one which is prohibited by competition law in any relevant
         jurisdiction.

20.      TERMS OF TRADE AND BUSINESS

20.1     Creditors

         No Hyprotech Company is involved in any material disputes in relation
         to creditors.

20.2     Suppliers and customers

         20.2.1   During the 12 months ending on the date of this Agreement no
                  substantial customer or supplier of any Hyprotech Company has:

                  20.2.1.1    substantially reduced its trading with or supplies
                              to any Hyprotech Company; or

                  20.2.1.2    substantially changed any material terms on which
                              it is prepared to trade with or supply any
                              Hyprotech Company (other than normal price and
                              quota changes).

         20.2.2   No person (either individually or jointly with another person)
                  has bought from or sold to any Hyprotech Company, either in
                  the financial year ended on 31 March 2002 or since 31 March
                  2002, more than 10% of the total amount of all purchases or
                  sales made by any Hyprotech Company in that financial year or
                  since 31 March 2002.

20.3     Computer records

None of the records, systems, data or information of the Hyprotech Business is
recorded, stored, maintained, operated or otherwise wholly or partially
dependent on or held or accessible by any means (including, without limitation,
an electronic, mechanical or photographic process, computerised or not) which
are not included among the assets of a Hyprotech Company.

20.4     Data protection

         20.4.1   The Vendor has obtained and maintained in force each
                  registration under the Data Protection Acts 1984 and 1998 and
                  all foreign statutes and regulations relating to data privacy
                  and protection necessary or appropriate including, without
                  limitation, each registration relating to the obtaining,
                  holding, processing, transfer and disclosure of personal data
                  effected by the Vendor.

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<PAGE>
         20.4.2   The Vendor has in respect of personal data relating to the
                  Hyprotech Business at all times complied in all material
                  respects with any Data Protection Principles contained in the
                  Data Protection Acts 1984 and 1998 and all foreign statutes
                  and regulations relating to data privacy and protection to
                  which the Vendor is subject.

COMPLIANCE, DISPUTES

21.      COMPANY LAW MATTERS

21.1     Compliance has been made with all legal requirements in connection with
         the formation of each Hyprotech Company and all issues and grants of
         shares, debentures, notes, mortgages or other securities of each
         Hyprotech Company.

21.2     The copy of the memorandum and articles of association of each
         Hyprotech Company attached to the Disclosure Letter is true and
         complete. Each Hyprotech Company has at all times carried on its
         business and affairs in all respects in accordance with its memorandum
         and articles of association and all such resolutions and agreements.

21.3     All returns, particulars, resolutions and other documents required to
         be filed with or delivered to the Registrar of Companies by each
         Hyprotech Company or any of its officers have been correctly and
         properly prepared and so filed and delivered, and no such returns,
         particulars, resolutions or other documents have been so filed or
         delivered during the period of 14 days ending on the date of this
         Agreement.

21.4     The statutory books (including all registers and minute books) of each
         Hyprotech Company have been properly kept and contain an accurate and
         complete record of the matters which should be dealt with in those
         books and no notice or allegation that any of them is incorrect or
         should be rectified has been received.

22.      GENERAL LEGAL COMPLIANCE

22.1     So far as the Vendor is aware, the Hyprotech Business has been
         conducted in all material respects in accordance with all applicable
         laws and regulations of the United Kingdom and any foreign country in
         which the Hyprotech Business has been operated.

22.2     So far as the Vendor is aware, there is not pending, or in existence,
         any investigation or enquiry by, or on behalf of, any governmental or
         other body in respect of the affairs of the Hyprotech Business other
         than in the ordinary course of the business.

22.3     So far as the Vendor is aware all necessary licences, consents, permits
         and authorities (public and private) have been obtained by the Vendor
         and each Hyprotech Company

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<PAGE>
         to enable the Hyprotech Business to be carried on and in the manner in
         which the business is now carried on. So far as the Vendor is aware all
         such licences, permits and authorities are valid and subsisting and
         have been complied with in all material respects and so far as the
         Vendor is aware there is no reason why any of them should be suspended,
         cancelled or revoked.

23.      LITIGATION

23.1     Save for debt collection in the ordinary course of business, neither
         the Vendor nor any Hyprotech Company is involved (whether as plaintiff
         or claimant, defendant, respondant or any other party) in any civil,
         criminal, tribunal or arbitration proceedings which relate to the
         Hyprotech Business and so far as the Vendor is aware there are no facts
         likely to give rise to any such proceedings.

23.2     There is no unsatisfied judgment, award or unfulfilled order
         outstanding against the Vendor or any Hyprotech Company in respect of
         the Hyprotech Business and neither the Vendor nor any Hyprotech Company
         is party to any undertaking or assurance given to a court, tribunal or
         any other person in connection with the determination or settlement of
         any claim or proceedings.

23.3     There is no proceeding, claim or other litigation pending or threatened
         wherein an unfavourable judgment, order, decree, stipulation or
         injunction would (i) prevent consummation of the transactions
         contemplated by this Agreement, (ii) cause the transactions
         contemplated by this Agreement to be rescinded following consummation
         or (iii) materially and adversely affect the Hyprotech Business.

24.      INSOLVENCY

24.1     No meeting has been convened at which a resolution will be proposed, no
         petition has been presented, no order has been made and no resolution
         has been passed for the winding-up of any Hyprotech Company or for the
         appointment of any provisional liquidator. No Hyprotech Company has
         called any formal or informal meeting of all or any of its creditors.

24.2     No administrative receiver, receiver or manager has been appointed of
         the whole or any part of the property, assets or undertaking of any
         Hyprotech Company.

24.3     No administration order has been made appointing an administrator in
         respect of any Hyprotech Company and no petition has been presented for
         an administration order in respect of any Hyprotech Company.

24.4     No voluntary arrangement has been proposed or approved under Part I
         Insolvency Act 1986 and no compromise or arrangement has been proposed,
         agreed to or


                                       59
<PAGE>
         sanctioned under section 425 Insolvency Act 1986 in respect of any
         Hyprotech Company.

24.5     No distress, execution or other process has been levied on or applied
         for in respect of any asset of any Hyprotech Company.

24.6     No Hyprotech Company has stopped or suspended the payment of its debts
         or received a written demand pursuant to section 123(1)(a) Insolvency
         Act 1986 and no Hyprotech Company is insolvent or unable to pay its
         debts within the meaning of section 123 Insolvency Act 1986.

24.7     No disqualification order has at any time been made pursuant to the
         provisions of the Company Directors Disqualification Act 1986 against
         any former or current officer of any Hyprotech Company.

24.8     There are no facts in existence which are likely to lead to any of the
         events or circumstances referred to in this paragraph.

24.9     No Hyprotech Company and none of the directors of any Hyprotech Company
         has consulted a person qualified to act as an insolvency practitioner
         under Part XIII of the Insolvency Act 1986 with a view to minimising
         the potential loss to the relevant Hyprotech Company's creditors or
         otherwise in relation to any financial difficulty of such Hyprotech
         Company.

24.10    No Hyprotech Company has been a party to any transaction at an
         undervalue as defined in section 238 of the Insolvency Act 1986 nor has
         any Hyprotech Company given or received any preference as defined in
         section 239 of the Insolvency Act 1986, in either case within the
         period of two years ending on the date of this Agreement.

25.      NONCONTRAVENTION

         So far as the Vendor is aware, neither the execution and delivery by
         the Vendor of this Agreement or any of the other agreements
         contemplated hereby, nor the consummation by the Vendor of the
         transactions contemplated hereby or thereby, will (a) conflict with or
         violate any provision of the Memorandum and Articles of Association of
         the Vendor or the charter, articles, by-laws or other organizational
         document of any Hyprotech Company, (b) require on the part of the
         Vendor or any Hyprotech Company any notice to or filing with, or any
         permit, authorization, consent or approval of, any court, arbitrational
         tribunal, administrative agency or commission or other governmental or
         regulatory authority or agency, (c) conflict with, result in a breach
         of, constitute (with or without due notice or lapse of time or both) a
         default under, result in the acceleration of obligations under, create
         in any

                                       60
<PAGE>
         party the right to terminate, modify or cancel, or require any notice,
         consent or waiver under, any contract or instrument to which the Vendor
         or any Hyprotech Company is a party or by which the Vendor or any
         Hyprotech Company is bound or to which any of their respective assets
         is subject, (d) result in the imposition of any Encumbrance upon any
         assets of the Vendor or any Hyprotech Company or (e) violate any order,
         writ, injunction, decree, statute, rule or regulation applicable to the
         Vendor, any Hyprotech Company or any of their respective properties or
         assets.







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                                   SCHEDULE 5

                             COMPLETION ARRANGEMENTS


At Completion the following will take place:

1.       ITEMS FOR DELIVERY

1.1      The following items will be produced and delivered by the Vendor:

         SHARE TRANSFERS

         1.1.1    Executed transfers of the Shares (save where such shares are
                  held by a Hyprotech Company whose shares are also being
                  transferred) in favour of the Purchaser (or its nominee(s))
                  together with the share certificates for the Shares (or in the
                  case of any lost certificate an indemnity satisfactory to the
                  Purchaser in relation to it).

         1.1.2    Any waiver, consent or other document necessary to give the
                  Purchaser (or its nominee(s)) full legal and beneficial
                  ownership of the Shares.

         1.1.3    Transfers of all shares in any Hyprotech Company not held in
                  the name of the Vendor or another Hyprotech Company duly
                  executed in favour of the Purchaser (or its nominee(s))
                  together with share certificates in respect of all the issued
                  shares of each Hyprotech Company (or in the case of any lost
                  certificate an indemnity satisfactory to the Purchaser in
                  relation to it).

         AUTHORISATIONS

         1.1.4    A copy of a resolution of the board of directors (certified by
                  a duly appointed officer as true and correct) of the Vendor
                  and each Hyprotech Company authorising the execution of and
                  the performance by the relevant company of its obligations
                  under each of the documents to be executed by it.

         1.1.5    If the Purchaser requests, a power of attorney (or proxy) in
                  the agreed terms by each registered holder of the Shares which
                  enables the Purchaser or its nominee to attend and vote at
                  general meetings of each Hyprotech Company.

         RESIGNATIONS AND APPOINTMENTS

         1.1.6    A letter of resignation in the agreed terms from each director
                  of each Hyprotech Company.



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<PAGE>
         1.1.7    A letter of resignation in the agreed terms from each officer
                  of each Hyprotech Company.

         1.1.8    A copy of a letter to each Hyprotech Company from its auditors
                  resigning from office with effect from Completion (other than
                  in respect of Hyprotech Malaysia Sdn Bhd whose auditors shall
                  resign at a general meeting after Completion except where the
                  Purchaser has requested the auditors remain in place) and
                  containing the statement required by section 394 CA 1985, the
                  original of the letter having been deposited at the registered
                  office of the relevant company.

         COMPANY DOCUMENTATION

         1.1.9    The certificate of incorporation, any certificate(s) of
                  incorporation on change of name, the common seal and the
                  statutory books and registers (which will be written up to but
                  not including Completion) or the equivalent for jurisdictions
                  other than the United Kingdom of each Hyprotech Company.

         1.1.10   All deeds and documents relating to the title or leasehold
                  estate of any Hyprotech Company to the Property.

         1.1.11   All cheque books in current use of each Hyprotech Company.

         1.1.12   All papers, books, records, keys, credit cards and other
                  property (if any) of each Hyprotech Company which are in the
                  possession or under the control of the Vendor or any other
                  person who resigns as an officer of any Hyprotech Company in
                  accordance with this Schedule.

         FINANCIAL

         1.1.13   A copy of the bank mandate of each Hyprotech Company and
                  copies of bank statements in respect of each account of each
                  Hyprotech Company 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 Vendor to show the
                  position at Completion (listing unpresented cheques drawn or
                  received by the relevant Hyprotech Company and standing orders
                  payable since the date of such bank statements).

         1.1.14   Deeds of release for charges and guarantees.

         1.1.15   Letters of non-crystalisation.

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<PAGE>
         MISCELLANEOUS

1.1.16   All licences, certificates or other documents previously specified by
         the Purchaser.

1.1.17   A deed in the agreed terms from the Vendor acknowledging that neither
         the Vendor nor any Associated Company has any claim against any
         Hyprotech Company and that there is no agreement or arrangement under
         which any Hyprotech Company has any actual, contingent or prospective
         obligation to any such person.

2.       CONVENING OF MEETINGS

2.1      The Vendor will procure that duly convened board meetings of each
         relevant Hyprotech Company are held at which:

         2.1.1    the transfers referred to in paragraphs 1.1.1 and 1.1.3
                  (subject to stamping if not previously effected) are approved
                  for registration in the books of the relevant Hyprotech
                  Companies;

         2.1.2    the accounting reference date of each Hyprotech Company is
                  changed to 30 June;

         2.1.3    subject to compliance with relevant foreign statutory
                  requirements relating to those resignations, the resignations
                  of directors, secretaries and auditors referred to in each of
                  paragraphs 1.1.7, 1.1.8 and 1.1.9 are accepted with effect
                  from the end of the relevant board meeting;

         2.1.4    subject to compliance with relevant foreign statutory
                  requirements relating to those appointments, such persons as
                  are nominated by the Purchaser as directors, secretary and
                  auditors of each Hyprotech Company are appointed with effect
                  from the end of the relevant board meeting;

         2.1.5    all existing instructions to the bankers of each Hyprotech
                  Company are revoked and new instructions given to such bankers
                  as the Purchaser may nominate, in such form as the Purchaser
                  directs.


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<PAGE>
                                   SCHEDULE 6

                             LIMITATION OF LIABILITY


1.       In this SCHEDULE 6 "CLAIM" means any claim which is or would (but for
         the provisions of this SCHEDULE 6) be capable of being made against the
         Vendor in respect of any liability for breach of the Warranties.

         For the purpose of paragraph 2.1 below "Claim" shall include any claim
         made pursuant to the Tax Deed.

2.       Notwithstanding the provisions of this Agreement:

2.1      the aggregate liability of the Vendor in respect of all Claims (other
         than a Claim arising under SECTION 2 of the Agreement or under SECTION
         1 of SCHEDULE 4 to this Agreement) will be limited to the
         Consideration;

2.2      the Vendor will be under no liability in respect of any Claim unless
         the amount of its liability in respect of such Claim is in excess
         of(pound)50,000;

2.3      the Vendor will be under no liability in respect of any Claim (other
         than a Claim arising under SECTION 2 of the Agreement or under SCHEDULE
         13 to this Agreement) unless the amount of its liability in respect of
         such Claim is (when aggregated with its liability in respect of any
         other such Claim or Claims made by the Purchaser but, for the avoidance
         of doubt, excluding any Claims for which the Vendor shall have no
         liability pursuant to PARAGRAPH 2.2) in excess of (pound)5,000,000, in
         which event the Vendor will (subject to the other provisions of this
         SCHEDULE 6) be liable for the whole amount of such liability and not
         merely for the excess;

2.4      the Vendor will be under no liability in respect of any Claim
         concerning a breach of the Warranties (other than the Tax Warranties)
         unless written particulars of such Claim (giving full details of the
         specific matter in respect of which such Claim is made) have been given
         to the Vendor within 18 months from Completion and unless legal
         proceedings in respect of such Claim are commenced and served upon the
         Vendor within three months after such written particulars have been
         given to the Vendor;

2.5      the Vendor will have no liability in respect of any Claim (other than a
         Claim for breach of the Tax Warranties in which case clause 4.1 of the
         Tax Deed shall apply):

         2.5.1    to the extent that it arises or is increased as a result of
                  the passing of any legislation (or making of any subordinate
                  legislation) with retrospective effect or an increase in rates
                  of Taxation after 31 March 2002, or any



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<PAGE>
                  provision or reserve in the Audited Accounts being
                  insufficient by reason of any increase in rates of Taxation
                  after 31 March 2002;

         2.5.2    if it would not have arisen but for anything voluntarily done
                  or omitted to be done after Completion by the Purchaser, any
                  Hyprotech Company or any of its respective agents or
                  successors in title but not including anything voluntarily
                  done or omitted to be done, which is carried out or effected
                  pursuant to a legally binding commitment created on or before
                  Completion; or

         2.5.3    to the extent that such Claim arises, or has otherwise arisen
                  and is increased, as a result of any reorganisation or change
                  made in the ownership of a Hyprotech Company after Completion
                  or any change in any accounting or taxation policies or
                  practice or accounting reference date of the Purchaser or any
                  other company in the same group of companies as a Hyprotech
                  Company or the Purchaser made after Completion which is
                  carried out or effected or which occurs in the ordinary course
                  of business; or

         2.5.4    to the extent that it relates to any loss for which the
                  Purchaser or any Hyprotech Company is indemnified by
                  insurance, or for which it would have been so indemnified if
                  at the relevant time there had been maintained valid and
                  adequate insurance cover of a type in force in relation to the
                  Vendor or any Hyprotech Company at the date of this Agreement;

         2.5.5    to the extent that it relates to any matter provided for, or
                  included as a liability or otherwise fully and fairly
                  disclosed, in the Audited Accounts and the Draft Accounts; or

         2.5.6    where the Purchaser or a Hyprotech Company is entitled to
                  recover from some other person any sum in respect of any
                  matter or event which could give rise to a Claim, it shall
                  assign the rights in relation to the Claim to the Vendor
                  (other than a claim for breach of the Tax Warranties in which
                  case CLAUSE 10.6 of the Tax Deed shall apply);

2.6      payment of any Claim will to the extent of such payment satisfy and
         preclude any other Claim which is capable of being made in respect of
         the same subject matter;

2.7      the Vendor will have no liability in respect of any Claim to the extent
         it is clearly and fairly disclosed in the Data Room.

3.       Upon the Purchaser becoming aware that matters have arisen which will
         or are likely to give rise to a Claim (other than a claim for breach of
         the Tax Warranties in which case CLAUSE 6 of the Tax Deed shall apply)
         the Purchaser will:


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<PAGE>
3.1      as soon as reasonably practicable notify the Vendor in writing of the
         potential Claim and of the matters which may give rise to such Claim;

3.2      not make and procure no Hyprotech Company makes any admission of
         liability, agreement or compromise with any person, body or authority
         in relation to the potential Claim without the prior written consent
         (not to be unreasonably withheld or delayed) of the Vendor;

3.3      at all times clearly and fairly disclose in writing to the Vendor all
         information and documents relating to the potential Claim or the
         matters which will or are likely to give rise to such Claim and, if
         requested by the Vendor, give the Vendor and its professional advisers
         reasonable access to the personnel of the Purchaser and any relevant
         Hyprotech Company and to any relevant premises, chattels, accounts,
         documents and records within the power, possession or control of the
         Purchaser and any relevant Hyprotech Company to enable the Vendor and
         its professional advisers to interview such personnel, and to examine
         such Claim, premises, chattels, accounts, documents and records and to
         take copies or photographs of them at its own expense; and

3.4      upon the Vendor first indemnifying the Purchaser to the reasonable
         satisfaction of the Purchaser against all losses, costs, liabilities,
         damages and expenses (including interest on overdue Taxation which may
         be incurred thereby) take such action as the Vendor may reasonably
         require (including the appointment of solicitors nominated by the
         Vendor) to avoid, resist, contest or compromise the potential Claim or
         the matters which will or are likely to give rise to such Claim.

4.       Nothing in this Agreement will in any way diminish the Purchaser's
         common law duty to mitigate its loss.

5.       The Purchaser is not entitled to recover damages or otherwise obtain
         payment, reimbursement or restitution more than once in respect of the
         same loss or liability.

6.       If any potential claim arises by reason of a liability of the Vendor
         which is contingent only, then the Vendor will not be under any
         obligation to make any payment in respect of such claim until such time
         as the contingent liability ceases to be contingent and becomes actual.

7.       The Purchaser confirms to the Vendor that at the date of this Agreement
         it is not actually aware of a fact or circumstance which has not been
         disclosed by the Vendor to the Purchaser which gives rise to a Claim.

8.       The Vendor shall be under no liability in respect of any claim under
         any of the Warranties relating to EHS Matters, the Environment, EHS
         Permits or EHS Laws


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<PAGE>
         unless it is brought under PARAGRAPH 14 of SCHEDULE 4, and each of the
         other Warranties shall be deemed not to be given in relation to EHS
         Matters, the Environment, EHS Permits or EHS Laws.

9.       Notwithstanding the other provisions of SCHEDULE 4, the parties agree
         that the only warranties that shall apply to business intellectual
         property rights are those set out in PARAGRAPH 11; no other warranty
         shall apply in respect of any Business Intellectual Property Rights or
         issue related to the Business Intellectual Property Rights.

10.      The provisions of this Schedule apply notwithstanding any other
         provision of this Agreement or its Schedules to the contrary and will
         not cease to have effect in consequence of any rescission or
         termination by the Purchaser of any other provisions of this Agreement.


















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<PAGE>
                                   SCHEDULE 7

                            THE PERMITTED ACTIVITIES


The research, development, support, marketing, sale and licensing of the
following activities together with associated products, services, software and
consulting:

a)         CFD software.

b)         Enterprise Accessible Software Applications (EASA).

c)         Software and hardware primarily intended for predictive condition
           monitoring and preventative maintenance applications with or without
           the ability to be utilised for process control improvement purposes.

d)         Integrated Durability and Reliability Management software.

e)         Risk-based assessment, plant integrity, plant maintenance and plant
           degradation software and services and associated process engineering
           consultancy.

f)         Integrated work management software.

g)         Management of government programmes for technology transfer in the
           biotechnology and bioprocessing fields.

h)         Software applications for environmental data management and
           environmental performance improvement.

i)         Development of original process methods, process designs and hardware
           including fluidic, vortex, plasma, catalysis, electrochemical, power
           ultrasound, laser ultrasonics, magnetic inspection, process
           intensification and bio-processing and electronic materials
           processing technologies.

j)         Products, services and software for the transport industry.

k)         Heat radiation studies of flare flames.

l)         Risk Based Inspection.



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<PAGE>
                                   SCHEDULE 8

                   CONDUCT OF THE BUSINESS PENDING COMPLETION


The Vendor will procure that between the time of execution of this Agreement and
Completion the business of each Hyprotech Company will be carried on in all
material respects in the ordinary and usual course and that nothing which is not
of a routine nature will be done, and nothing which is of a routine nature will
be omitted to be done, without the prior written consent of the Purchaser (such
consent not to be unreasonably withheld or delayed). The following acts, or any
agreement to do any of the following acts, will without limitation, be deemed
not to be of a routine nature:

1.       incurring any expenditure exceeding(pound)100,000 on capital account or
         entering into any commitment to do so;

2.       transferring any cash to the Vendor or any member of its Group;

3.       disposing of any part of the Hyprotech Business;

4.       entering into any unusual or abnormal contract or commitment which is
         material to the Hyprotech Business or taking any material alteration to
         the terms of its material agreements with any of its existing customers
         or suppliers;

5.       granting or creating or agreeing to grant or create any security,
         mortgage, charge, lien or encumbrance over the Hyprotech Business;

6.       taking on new Senior Employees or terminating the employment of any
         Senior Employees or making any material change in the terms or
         conditions of employment or pension benefits of any Senior Employees;

7.       permitting any material insurance of the Hyprotech Business to lapse or
         doing anything which would make any policy of insurance void or
         voidable;

8.       making any material change in the business structure or organisation of
         the Hyprotech Business;

9.       not borrow any money, except under its existing overdraft facilities
         from its bankers where the borrowing does not exceed the amount
         available to be drawn under those facilities, or amend or agree to
         amend the terms of its borrowings under its existing overdraft
         facilities;

10.      not enter into any guarantee or indemnity or other agreement to secure,
         or incur financial or other obligations with respect to, another
         person's obligations;


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<PAGE>
11.      not enter into any long term, unusual or onerous contract or
         commitment; and

12.      not declare, make or pay any dividend or other distribution; not
         create, allot, issue, grant or agree to grant any option over, acquire,
         repay or redeem any class of share or loan capital and not vary or
         agree to vary the rights of, any class of share or loan capital.



















                                       71
<PAGE>
                                   SCHEDULE 9







                            [Intentionally Omitted]




















                                       72

<PAGE>

                                   SCHEDULE 10

 TAXATION WARRANTIES FOR HYPROTECH UK LIMITED AND ADVANCED SYSTEMS CONSULTANTS
                                    LIMITED


1.       INTERPRETATION

1.1.     For the purposes of this Schedule 10 all definitions shall have the
         same meaning as set out in the Tax Deed unless otherwise specified.

1.2.     All references to "the Company" in this Schedule 10 mean Hyprotech UK
         Limited and Advanced Systems Consultants Limited, and either of them.

2.       TAX WARRANTIES

2.1.     Tax returns. All necessary information, notices, accounts, statements,
         reports, computations and returns which ought to have been made or
         given have been properly and duly submitted by the Company to the
         Inland Revenue, HM Customs & Excise and any other relevant taxation or
         excise authorities whether of the United Kingdom or elsewhere and all
         information, notices, computations and returns submitted to the Inland
         Revenue, HM Customs & Excise and such other authorities are true and
         accurate and are not the subject of any material dispute nor so far as
         the Vendor is aware are likely to become the subject of any material
         dispute with such authorities.

2.2.     Taxation liabilities. All Taxation of any nature whatsoever whether of
         the United Kingdom or elsewhere for which the Company is liable or for
         which the Company is liable to account has been duly paid (insofar as
         such Taxation ought to have been paid) and without prejudice to the
         generality of the foregoing the Company has made all such deductions
         and retentions as it was obliged or entitled to make and all such
         payments as should have been made. Where such liability has not arisen
         at the date of this Agreement (or such liability is not due to be paid
         at the date of this Agreement), and such liability relates to a period
         ending on or before the Accounting Date, it has been provided in the
         Accounts in accordance with generally accepted accounting principles,
         and appropriate provision has been made in the Accounts for deferred
         Taxation in accordance with generally accepted accounting practice.

2.3.     Penalties and interest. The Company has not paid or become liable to
         pay, nor are there any circumstances so far as the Vendor is aware by
         reason of which the Company is likely to become liable to pay, any
         penalty, fine, surcharge or interest whether charged by virtue of the
         provisions of the Taxes Management Act 1970, VATA 1994 or otherwise.

2.4.     Investigations. The Company has not within the past twelve months
         suffered any investigation audit or visit by the Inland Revenue, HM
         Customs & Excise, Department of Social Security, or any other Taxation
         or excise authority, and neither the Vendor nor the Company is aware of
         any such investigation audit or visit planned for the next twelve
         months.

2.5.     The Company has not with the last 6 years 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.



                                       73
<PAGE>
2.6.     The Company has not within the last 6 years 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) or passed or agreed to pass
         any resolution to do so.

2.7.     No securities (within the meaning of Part VI of the Taxes Act) issued
         by the Company in the last 6 years and remaining in issue at the date
         of this agreement were issued in such circumstances that any interest
         or other distribution out of assets in respect thereof falls to be
         treated as a distribution under s.209(2)(d), (da) or (e) Taxes Act, nor
         has the Company agreed to issue securities (within that meaning) in
         such circumstances.

2.8.     Loan relationships. All interest, discounts and premiums payable by the
         Company in respect of its loan relationships within the meaning of
         Chapter II of Part IV of the Finance Act 1996 are capable of being
         brought into account by the Company as a debit for the purposes of that
         Chapter as and to the extent that they are from time to time recognised
         in the Company's accounts (assuming that the accounting policies and
         methods adopted for the purpose of the Accounts continue to be so
         adopted).

2.9.     Transactions not at arm's length. So far as the Vendor is aware, the
         Company has not disposed of or acquired any asset in the last 6 years
         in circumstances such that the provisions of s.17 TCGA could apply to
         such disposal or acquisition nor given or agreed to give any
         consideration to which s.128(2)(b) TCGA could apply.

2.10.    Close companies. The Company is not and has not within the last 6 years
         been a close company.

2.11.    Group relief. The Disclosure Letter gives details of every written
         agreement that the Company has entered into for the claim or surrender
         of group relief under the provisions of s.402 to s.413 (inclusive)
         Taxes Act or of Advance Corporation Tax under the provisions of s.240
         Taxes Act.

2.12.    Except as provided in the Accounts the Company is not or so far as the
         Vendor is aware under any obligation to make or has any entitlement to
         receive in respect of any period ending on or before the Accounting
         Date any payment for group relief as defined in s.402(6) Taxes Act or
         any payment for the surrender of the benefit of an amount of Advance
         Corporation Tax or repayment of such a payment.

2.13.    Acquisitions from group members. No asset of the Company shall be
         deemed under s.179 TCGA to have been disposed of and reacquired by
         virtue of or in consequence of the entering into or performance of this
         agreement or any other event since the Accounting Date.

2.14.    Intra-group transactions. No Taxation has been or may be assessed on
         the Company in the last 6 years pursuant to s.190 TCGA in respect of
         any chargeable gain accrued prior to the date of this agreement and the
         Company has not in the last 6 years transferred any asset other than
         trading stock (including without limitation any transfer by way of
         share exchange within s.135 TCGA to any company which at the time of
         disposal was a member of the same group (as defined in s.170 TCGA).



                                       74

<PAGE>
2.15.    The Company has not been a member of a group of companies for any
         Taxation purposes whatsoever other than the group of companies existing
         immediately prior to Completion.

2.16.    Residence. The Company is and has in the last 6 years been resident for
         Taxation purposes in the UK, and is not and has not been treated as
         resident in any other jurisdiction for any Taxation purpose.

2.17.    Controlled foreign companies and offshore funds. The Company has not or
         has not had in the last 6 years any interest in a controlled foreign
         company as defined in Chapter IV Part XVII Taxes Act 1988 nor any
         material interest in an offshore fund as defined in s.759 Taxes Act
         1988.

2.18.    Foreign Tax and Double Tax Treaties. Where the Company has been subject
         to any Taxation on its income, receipts, profits, gains or Events in
         any state, country or jurisdiction other than the United Kingdom, it is
         entitled to claim the benefit of any double taxation agreement or
         convention entered into between the United Kingdom and any other
         relevant country, state or jurisdiction such that no material amount of
         overseas Taxation has not been recovered, or is not recoverable,
         pursuant to such double taxation agreement or convention.

2.19.    Foreign exchange and financial instruments. The Company has no
         qualifying assets, qualifying liabilities or currency contracts to
         which the provisions of Chapter II, Part II Finance Act 1993 apply; nor
         any interest rate or currency contracts or options to which the
         provisions of Chapter II, Part IV Finance Act 1994 apply.

2.20.    Stamp duty. All documents in the enforcement of which the Company may
         be interested and which are liable to stamp duty (or any corresponding
         Taxation in any foreign jurisdiction) have been duly stamped.

2.21.    Stamp duty reserve tax. The Company has not since the Accounting Date
         incurred any liability to Stamp duty reserve tax.

2.22.    Value Added Tax Exemption. The Company is not and was not partially
         exempt in its current or preceding value added tax year.

2.23.    Since the Accounting Date, the Company has not been involved in any
         transaction (i) which has given or may give rise to a liability to
         Taxation on it other than Taxation in respect of normal trading income
         or receipts of the Company arising from transactions entered into by it
         in the ordinary course of business, or (ii) otherwise than on arm's
         length terms.

2.24.    Transfer pricing. No transactions or arrangements involving the Company
         have taken place in the last 6 years or are in existence which are such
         that any of the provisions of Schedule 28 AA Taxes Act have been or
         could be applied to them.


                                       75
<PAGE>
                                   SCHEDULE 11

        TAX REPRESENTATIONS AND WARRANTIES FOR HYPROTECH MALAYSIA SDN BHD


1.       INTERPRETATION

1.1      For the purpose of this Schedule 11 all definitions shall have the same
         meaning as set out in the Agreement and the Tax Deed unless otherwise
         specified.

1.2      All references to "the Company" in this Schedule 11 mean Hyprotech
         Malaysia SDN BHD.

2.       TAX REPRESENTATIONS AND WARRANTIES

2.1      All income tax, service tax, sales tax, withholding taxes, real
         property gains tax and other taxes, duties or levies which were due and
         payable in respect of the profits, gains, invoices, sales, revenues,
         dividends, interests and royalties of or relating to the Company for
         all periods up to the date of this Agreement have been fully and
         punctually paid.

2.2      The amounts provided in the Draft Balance Sheets of the Company as set
         out in Tab 12.25 of the Data Room ("Draft Balance Sheets") for taxation
         have been properly computed after taking into account all taxation
         (including but not limited to income tax, amounts assessed as if they
         were amounts of income tax, service tax, withholding taxes or real
         property gains tax) for which the Company is at the date of this
         Agreement (or which the Company is reasonably expected to become)
         liable to be assessed or to pay on or in respect of or by reference to
         its businesses, income or profits on or before the date to which the
         Draft Balance Sheets were made out ("Accounts Date") or in respect of
         dividends or distributions made prior to the Accounts Date.

2.3      The tax returns of the Company have at all times been correct and on a
         proper basis and are not the subject of any back duty claim or other
         dispute with the revenue authorities, and the tax returns of the
         Company are not so far as the Vendor is aware subject to any
         investigations by any taxation authority of Malaysia in respect of any
         tax liability. The Company has supplied all relevant information and
         made all necessary payments to the Inland Revenue and Customs and
         Excise authorities and to the appropriate authorities under the Income
         Tax Act 1967 (Act 53) - Revised 1971, Real Property Gains Tax Act 1976
         (Act 169), Customs Act 1967 (Act 235) - Revised 1980, Service Tax Act
         1975 (Act 151), Sales Tax Act 1972 (Act 64), Employees Provident Fund
         Act 1991 (Act 452), Employees Social Security Act 1969 (Act 4) and




                                       76
<PAGE>
         other similar laws and there is no dispute or contemplated dispute at
         the date of this Agreement with any of such authorities or breach of
         any such legislation.































                                       77

<PAGE>
                                   SCHEDULE 12

         TAX REPRESENTATIONS AND WARRANTIES FOR HYPROTECH JAPAN LIMITED


1.       INTERPRETATION

1.1      For the purpose of this Schedule 12 all definitions shall have the same
         meaning as those set out in the Agreement and the Tax Deed unless
         otherwise specified.

1.2      All references to "the Company" in this Schedule 12 mean Hyprotech
         Japan Limited.

2.       TAX REPRESENTATIONS AND WARRANTIES

2.1      There have been properly completed and filed on a timely basis and in
         correct form all tax returns required to be filed by the Company on or
         prior to the date hereof. As of the time of filing, the foregoing tax
         returns correctly reflected the facts regarding the income, business,
         assets, operations, activities, status or other matters of the Company
         or any other information required to be shown thereon in all material
         respects.

2.2      With respect to all amounts in respect of taxes imposed upon the
         Company, or for which the Company could be liable, with respect to all
         taxable periods or portions of periods ending on or before Completion,
         all applicable tax laws have been fully complied with, and all amounts
         required to be paid by the Company to the Taxation Authority have been
         paid.














                                       78
<PAGE>
                                   SCHEDULE 13

    TAX REPRESENTATIONS AND WARRANTIES FOR AEA TECHNOLOGY CANADA LIMITED AND
                                 HYPROTECH LTD


1.       INTERPRETATION

1.1      For the purpose of this Schedule 13 all definitions shall have the same
         meaning as those set out in the Agreement and the Tax Deed unless
         otherwise specified.

1.2      The following words shall have the following meanings for the purpose
         of this Schedule 13:

         "COMPANY"                  means AEA Technology Canada Limited and
                                    Hyprotech Ltd

         "GOVERNMENTAL AUTHORITY"   means any government, regulatory authority,
                                    governmental department, agency, commission,
                                    bureau, official, minister, Crown
                                    corporation, court, board, tribunal, dispute
                                    settlement panel or body or other law, rule
                                    or regulation-making entity:

                                    a)       having or purporting to have
                                             jurisdiction on behalf of any
                                             nation, province, state or other
                                             geographic or political subdivision
                                             thereof;

                                    b)       exercising, or entitled or
                                             purporting to exercise any
                                             administrative, executive,
                                             judicial, legislative, policy,
                                             regulatory or taxing authority or
                                             power

         "LAWS"                     means applicable statutes, by-laws, rules,
                                    regulations, orders, ordinances or
                                    judgements and administrative policy of any
                                    Governmental Authority having the force of
                                    law

         "TAX RETURNS"              means all returns, reports, declarations,
                                    elections, notices, filings, forms,
                                    statements and other documents (whether in
                                    tangible,

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<PAGE>
                                    electronic or other form) and including any
                                    amendments, schedules, attachments,
                                    supplements, appendices and exhibits
                                    thereto, made, prepared, filed or required
                                    to be made, prepared or filed by Law in
                                    respect of Taxes

         "TAXES"                    means any taxes, duties, fees, premiums,
                                    assessments, imposts, levies and other
                                    similar charges imposed by any Governmental
                                    Authority under applicable Law, including
                                    all interest, penalties, fines, additions to
                                    tax or other additional amounts imposed by
                                    any Governmental Authority in respect
                                    thereof, and including those levied on, or
                                    measured by, or referred to as, income,
                                    gross receipts, profits, capital, transfer,
                                    land transfer, sales, goods and services,
                                    harmonized sales, use, value-added, excise,
                                    stamp, withholding, business, franchising,
                                    property, development, occupancy, employer
                                    health, payroll, employment, health, social
                                    services, education and social security
                                    taxes, all surtaxes, all customs duties and
                                    import and export taxes, countervail and
                                    anti-dumping, all license, franchise and
                                    registration fees and all employment
                                    insurance, health insurance and Canada,
                                    Quebec and other government pension plan
                                    premiums or contributions.

2.       TAX WARRANTIES

2.1      RESIDENCE OF THE VENDOR

The Vendor is a corporation duly incorporated and validly existing under the
laws of England and is a non-resident of Canada for the purposes of the Income
Tax Act (Canada).

2.2      TAX MATTERS

Except as specifically disclosed in the Disclosure Letter:

(a)      the Company has duly and timely made or prepared all Tax Returns
         required to be made or prepared by it, has duly and timely filed all
         Tax Returns required to be filed by it with the appropriate
         Governmental Authority and has duly, completely and


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<PAGE>
         correctly reported all income and all other amounts and information
         required to be reported thereon;

(b)      the Company has duly and timely paid all Taxes, including all
         instalments on account of Taxes for the current year, that are due and
         payable by it. Provision has been made on the Draft Accounts for
         amounts at least equal to the amount of all Taxes owing by it that are
         not yet due and payable and that relate to periods ending on or prior
         to Completion;

(c)      the Company has not requested, offered to enter into or entered into
         any agreement or other arrangement, or executed any waiver, providing
         for any extension of time within which (i) to file any Tax Return
         covering any Taxes for which the Company is or may be liable; (ii) to
         file any elections, designations or similar filings relating to Taxes
         for which the Company is or may be liable; (iii) the Company is
         required to pay or remit any Taxes or amounts on account of Taxes; or
         (iv) any Governmental Authority may assess or collect Taxes for which
         the Company is or may be liable;

(d)      other than those agreements and arrangements described in subsection
         (c), the Company has not made, prepared and/or filed any elections,
         designations or similar filings relating to Taxes or entered into any
         agreement or other arrangement in respect of Taxes or Tax Returns that
         is not disclosed in the Company's Tax Returns;

(e)      there are no proceedings, investigations, audits or Claims now pending
         or threatened against the Company in respect of any Taxes and there are
         no matters under discussion, audit or appeal with any Governmental
         Authority relating to Taxes;

(f)      the Company has duly and timely withheld all Taxes and other amounts
         required by Law to be withheld by it (including Taxes and other amounts
         required to be withheld by it in respect of any amount paid or credited
         or deemed to be paid or credited by it to or for the account or benefit
         of any Person, including any Employees, officers or directors and any
         non-resident Person), and has duly and timely remitted to the
         appropriate Governmental Authority such Taxes and other amounts
         required by Law to be remitted by it;

(g)      the Company has duly and timely collected all amounts on account of any
         sales or transfer taxes, including goods and services, harmonized sales
         and provincial sales taxes, required by Law to be collected by it and
         has duly and timely remitted to the appropriate Governmental Authority
         any such amounts required by Law to be remitted by it;

(h)      the Company is duly registered under subdivision (d) of Division V of
         Part IX of the Excise Tax Act (Canada) with respect to the goods and
         services tax and harmonized sales tax;



                                       81

<PAGE>
(i)      None of Sections 78, 79, 80, 80.01, 80.02, 80.03 or 80.04 of the Income
         Tax Act (Canada), or any equivalent provision of the Tax legislation of
         any province or other jurisdiction, have applied or will apply to the
         Company at any time prior to and including Completion;

(j)      The Canada Shares are not "taxable Quebec Property" within the meaning
         of the Taxation Act, Quebec.

(k)      The Canada Shares and the Japan Shares are recorded in share registers
         that are (and have been for at least one month from the date of this
         Agreement) kept outside of the United Kingdom.
















                                       82
<PAGE>
                                   SCHEDULE 14

    TAX REPRESENTATIONS AND WARRANTIES FOR HYPROTECH INC., EA SYSTEMS INC.,
           EA SYSTEMS (CALIFORNIA) INC. AND EA SYSTEMS (EUROPE) INC.,
   SAVE FOR WARRANTY 2.5 WHICH SHALL BE IN RESPECT OF ALL HYPROTECH COMPANIES


1.       INTERPRETATION

1.1      For the purpose of this Schedule 14 all definitions shall have the same
         meaning as those set out in the Agreement and the Tax Deed unless
         otherwise specified.

1.2      The following words shall have the following meanings:

         "TAX OR TAXES"             mean any United States federal, state,
                                    local, or non-United States income, gross
                                    receipts, license, payroll, employment,
                                    excise, severance, stamp, occupation,
                                    premium, windfall profits, environmental
                                    (including taxes under Section 59A of the
                                    Internal Revenue Code), customs duties,
                                    capital stock, franchise, profits,
                                    withholding, social security (or similar),
                                    unemployment, disability, real property,
                                    personal property, sales, use, transfer,
                                    registration, value added, alternative or
                                    add-on minimum, estimated, or other tax of
                                    any kind whatsoever, including any interest,
                                    penalty, or addition thereto, whether
                                    disputed or not

         "TAX RETURN"               means any return, declaration, report, claim
                                    for refund, or information return or
                                    statement relating to Taxes, including any
                                    schedule or attachment thereto, and
                                    including any amendment thereof

         "US COMPANIES"             Hyprotech Inc. and EA Systems, a corporation
                                    incorporated under the laws of Delaware

         "US PARENT"                AEA Technology Inc., a corporation
                                    incorporated under the laws of Delaware

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<PAGE>
         "US TREASURY REGULATIONS"  United States Treasury Income Tax
                                    Regulations issued by the United States
                                    Treasury Department

2.       TAX WARRANTIES

2.1      Tax returns. US Parent and each of the US Companies has filed all Tax
         Returns (As defined herein) that it was required to file. All such Tax
         Returns were correct and complete in all material respects.

2.2      All Taxes (as defined herein) due and payable by or with respect to the
         US Companies, whether or not shown on any Tax Return, have been timely
         paid. Neither US Company currently is the beneficiary of any extension
         of time within which to file any Tax Return.

2.3      There is no material dispute or claim concerning any Tax liability of
         either of the US Companies that either (A) has been claimed or raised
         by any authority in writing or (B) as to which the Vendor and the
         directors and officers of the US Companies has knowledge based upon
         personal contact with any agent of such authority.

2.4      Neither of the US Companies have waived any statute of limitations in
         respect of Taxes or agreed to any extension of time with respect to a
         tax assessment or deficiency.

2.5      All Hyprotech Companies are not obligated to make, and as a result of
         any event connected with the transactions contemplated by this
         Agreement, will not become obligated to make, any "excess parachute
         payment" within the meaning of Section 280G of the Code (without regard
         to Section 280G(b)(4) of the Code) in connection with the "change of
         control" resulting from the transactions contemplated by this
         Agreement.

2.6      No transaction contemplated by this Agreement is subject to withholding
         under Section 1445 of the Code.



                                       84
<PAGE>
                                   SCHEDULE 15

           TAX REPRESENTATIONS AND WARRANTIES FOR HYPROTECH EUROPE SL


1.       INTERPRETATION

1.1      For the purpose of this Schedule 15 all definitions shall have the same
         meaning as those set out in the Agreement and the Tax Deed unless
         otherwise specified.

1.2      The following words shall have the following meanings:

         "COMPANY"                  means Hyprotech Europe, S.L.

         "TAXES"                    refers in general to the taxes currently in
                                    force in Spain, whether imposed by the
                                    State, an Autonomous Community, a
                                    municipality or any other authority and
                                    equivalent taxes in Belgium and Norway,
                                    particularly including:

                                    Corporate Income Tax
                                    Non-Residents' Income Tax
                                    Withholdings of Personal Income Tax
                                     /Corporate
                                    Income Tax
                                    Value Added Tax
                                    Customs and Excise Duties
                                    Transfer Tax and Stamp Duty
                                    Tax on Economic Activities
                                    Real estate tax
                                    Other minor local taxes
                                    and equivalent taxes in Belgium and Norway.

         "FINANCIAL STATEMENTS"     means the Company's Balance Sheet and Profit
                                    and Loss Account as of March 31, 2002

2.       TAX WARRANTIES

2.1      The Company does not have nor has received any indication that it will
         have or be claimed any liability for Taxes (whether accrued, definite,
         contingent or otherwise and regardless of whether such liability is to
         be borne by the Company in its condition as taxpayer or otherwise)
         arising out of any transaction entered into or any state of facts
         existing on or prior to the Date of the Agreement, in excess of the
         amounts


                                       85
<PAGE>
         adequately and specifically reserved therefor in the Financial
         Statements and in addition to Taxes in respect of the day-to-day
         business operations of the Company since such date. The Company has
         correctly filled out and filed on a timely basis all returns, reports,
         notifications and other documents it is required to do either by the
         appropriate Tax authorities or in accordance with applicable Tax laws,
         whether in compliance of its obligations or to benefit from a given
         relief, and no such returns, reports, notifications or documents have
         been contested or are under dispute vis-a-vis the authorities
         concerned.

2.2      The Company has always paid the Taxes on a timely basis, or in the case
         of default, any penalty, interest surcharge or fine in connection with
         any Tax Liability due up to and including the Date of the Agreement.

2.3      The Company has effected the relevant tax prepayments for all
         applicable Taxes and has duly withheld or collected all Taxes which are
         required to be withheld or collected and, to the extent required, has
         paid the amount so withheld or collected to the proper Tax authority,
         or has properly set aside or deposited such amount as required by the
         applicable laws or regulations.

2.4      The Company has complied with all its reporting and other obligations
         to the authorities in connection with any benefits provided to its
         employees and directors.

2.5      The Company has not been submitted to any inspection with respect to
         any of the Taxes, including corporate income tax ("Impuesto de
         Sociedades"), VAT ("I.V.A"), transfer tax, customs and excise duties
         and social security obligations, nor is aware of any inspection
         affecting a person or party, for which outcome it may become affected.
         There exist no default payments or claims in respect of Taxes
         concerning the last four years, nor with respect to earlier years in
         which regard the Statute of Limitations shall have been interrupted,
         nor for the current year.

2.6      The Company is not and does not expect to be involved in any dispute in
         relation to Taxes, and the competent authorities have not indicated
         that they intend to investigate the Tax affairs of the Company. The
         relevant VAT bookkeeping and invoicing requirements have been properly
         met, and all of the commercial documentation of at least the past six
         years is being kept, including all documents of an earlier date to the
         extent affecting the Company's liability with respect to the Taxes,
         including documentation concerning deductions, credits, exemptions,
         carryovers, precedents, approved plans (deferral / reinvestment /
         amortisation) and the like.

2.7      The Company has not made and is not under any obligation to make, at
         any time, any payments of interest or other payments for which no
         relief will be received by way of a


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<PAGE>
         deduction or charge on income, other than as reflected in the Tax
         returns of the Company.

2.8      No liability for Taxes of the Company (including a loss of relief on
         account of Tax losses) will arise in respect of nor as a result of
         entering into this Agreement.

2.9      The Company has not entered into nor has otherwise been involved in any
         transactions which may be submitted to a Transfer Pricing adjustment,
         nor has it held shares in a company from which passive income should
         have been imputed for tax purposes, nor has it had nor has any direct
         or indirect debt with a related party that may allow application of the
         thin capitalisation rule.

2.10     The Company has not taken any tax relief or deduction which application
         depends wholly or partly on the fulfilment of a specific condition
         which has not occurred or must continue to occur or which still needs
         to occur.

2.11     All of the above applies equally with respect to tax duties,
         liabilities, obligations, deductions, credits and / or exemptions
         arising our of or in connection with the Company's foreign presence or
         trade, particularly through its branches in Belgium and Norway, whether
         such tax duties, liabilities, obligations, deductions, credits and / or
         exemptions refer to taxes payable in Spain or elsewhere, adequately
         adjusted with regard to the Statute of Limitations.













                                       87
<PAGE>
                                   SCHEDULE 16

     TAX REPRESENTATIONS AND WARRANTIES FOR HYPROTECH INDIA PRIVATE LIMITED


1.       INTERPRETATION

1.1      For the purposes of this Schedule 16 all definitions shall have the
         same meaning as set out in the Agreement and the Tax Deed unless
         otherwise specified.

1.2      All references to "the Company" in this Schedule 16 mean Hyprotech
         India Private Limited.

1.3      All reference to "Returns" in this Schedule 16 mean any return, report,
         declaration, filing or request for the extension of due date thereof in
         respect of Taxes.

2.       TAX WARRANTIES

2.1      The Company has filed all Returns with respect to Taxes required to be
         filed by it in a timely manner. All such Returns were at the time filed
         and are as of the date hereof complete and correct in all material
         respects.

2.2      All Taxes due, or shown to be due on each filed Return have been paid,
         except for Taxes being diligently contested in good faith by the
         Company and which are described in Disclosure Letter. All Taxes which
         the Company is required to withhold or collect have been withheld or
         collected and have been paid over to or will be paid over to the proper
         government authorities as required (including as to the due time of
         payment). The Company has duly responded to or furnished requisite
         particulars or clarifications or complied with all notices, inquiries,
         assessment notices received from taxing authorities. Neither the
         Income-tax authorities nor any other taxing authority is now asserting
         or, to the knowledge of the Company or the vendor, threatening to
         assert against the Company any deficiency or claim for additional
         Taxes.

2.3      The Company has no liabilities for Taxes which have not been recognised
         in its books whether assessed, contingent or otherwise.

2.4      The Company has discharged their liabilities for Taxes or made adequate
         provisions in the Accounts for discharging their liabilities for Taxes.
         The Company has not been a party to any exercise or scheme which has or
         will have the effect of evasion or deferring Taxes. The Company has
         discharged or have taken all reasonable steps for discharging their
         obligations under the taxation laws and regulations applicable to them
         including (i) obtaining various registrations, certificates, approvals,
         permissions from taxation or regulatory authorities, or (ii) depositing
         Taxes deducted or withheld



                                       88

<PAGE>
         at source, issuing certificates for Taxes deducted at source and filing
         requisite statements and returns with concerned taxation or regulatory
         authorities.




























                                      89
<PAGE>
                                   SCHEDULE 17

                                    TAX DEED




                                    DATE 2002





                             AEA TECHNOLOGY PLC (1)

                                       AND

                            ASPEN TECHNOLOGY INC. (2)



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

                                    TAX DEED

                        RELATING TO THE SALE AND PURCHASE
                             OF THE HELIUM COMPANIES

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



                               SUBJECT TO CONTRACT



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                                TABLE OF CONTENTS

1.         DEFINITIONS
2.         INTERPRETATION
3.         COVENANTS BY COVENANTOR
4.         EXCLUSIONS
5.         OBLIGATIONS AND RELEASE OF COVENANTOR
6.         CONDUCT OF NEGOTIATION AND PROCEEDINGS
7.         DATE FOR PAYMENT
8.         DEGROUPING CHARGE
9.         MITIGATION OF LIABILITY
10.        SAVINGS, REPAYMENTS AND OVERPROVISIONS
11.        PURCHASER'S COVENANT
12.        VAT GROUP
13.        TAX RETURNS FOR PERIODS BEFORE AND INCLUDING COMPLETION
14.        TIME LIMITATION
15.        SALE OF STOCK OF UNITED STATES COMPANIES
16.        WITHHOLDING TAX
17.        GENERAL












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DATE OF DEED                                                        2002

PARTIES

(1)      AEA TECHNOLOGY PLC (registered number 3095862) whose registered office
         is at 329 Harwell, Didcot, Oxfordshire, OX11 OQJ ("the Vendor")

(2)      ASPEN TECHNOLOGY, INC. whose registered office is at Ten Canal Park,
         Cambridge, Massachusetts 02141 ("the Purchaser")

INTRODUCTION

(A)      The Covenantor has agreed to sell each of the companies engaged in the
         Helium Business (a complete and accurate list of which is set out in
         Schedule 1 of the Agreement) to the Purchaser (or a subsidiary or
         subsidiaries of the Purchaser, as the case may be). The terms of the
         sale are set out in the Agreement.

(B)      The Agreement provides for the Covenantor to enter into this deed which
         contains certain covenants on its part in favour of the Purchaser
         relating to taxation matters.

THIS DEED WITNESSES THAT:

1.       DEFINITIONS

1.       In this deed the following words have the meanings set out below.

         1.1.1    "Accounts" means the Draft Accounts as defined in the
                  Agreement.

         1.1.2    "Accounting Date" means 31 March 2002.

         1.1.3    "Actual Liability to Taxation" means any liability to make an
                  actual payment of Taxation.

         1.1.4    "Agreement" means an agreement dated made between the Vendor
                  (1) and the Purchaser (2).

         1.1.5    "Auditors" means the auditors of the Company for the time
                  being.

         1.1.6    "Claim" means:

                  1.1.6.1  any letter, assessment, reassessment, notice, demand
                           or other document issued or action taken by any
                           Taxation Authority; or

                  1.1.6.2  any action that the Company has to take as a result
                           of any Taxation legislation or requirement of the
                           relevant Taxation Authority, from which it appears
                           that the Company is or may be or may become liable to
                           any Liability to Taxation.

         1.1.7    "Company" means each and any of the companies engaged in the
                  Helium Business (a complete and accurate list of which is set
                  out in Schedule 1 of the Agreement).

         1.1.8    "Covenantor" means the Vendor.


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         1.1.9    "Covenantor's Relief" means any Relief which is or
                  subsequently becomes available to the Company other than a
                  Relevant Relief or a Post-Accounting Date Relief.

         1.1.10   "Effective Liability to Taxation" shall have the meaning given
                  in clause 2.4.

         1.1.11   "Event" includes any event, act, transaction or omission or
                  deemed event, act, transaction or omission or combination or
                  series of actual or deemed events, acts, transactions or
                  omissions whether or not the Company is a party to it,
                  including (without limitation), the declaration, payment or
                  making of any dividend or other distribution, and completion
                  of the sale of the shares of the Company to the Purchaser
                  pursuant to the Agreement.

         1.1.12   "Group Relief" means (in relation to United Kingdom Taxation
                  only) any relief surrendered pursuant to Chapter IV of Part X
                  of the Taxes Act or advance corporation tax surrendered or
                  claimed pursuant to section 240 of the Taxes Act or any
                  taxation refund surrendered or claimed pursuant to section 102
                  of the Finance Act 1989.

         1.1.13   "Internal Revenue Code" means the U.S. Internal Revenue Code
                  of 1986, as amended.

         1.1.14   "Liability to Taxation" means any Actual Liability to Taxation
                  and/or Effective Liability to Taxation and/or other payment
                  and/or liability referred to in clause 3.

         1.1.15   "non-availability" includes in relation to a Relief the
                  reduction, loss, claw-back, disallowance or cancellation of
                  that Relief or right to repayment of Taxation or a failure to
                  obtain a Relief or to receive the benefit of a right to
                  repayment of Taxation to which the Company was or assumed it
                  was entitled.

         1.1.16   "Overprovision" means (i) the amount by which any provision
                  for Taxation in the Accounts proves to be an overprovision,
                  and (ii) the amount by which any repayment of Taxation which
                  is treated as an asset in the Accounts proves to be
                  understated, in either case except to the extent that such
                  overprovision results from the utilisation of a Relevant
                  Relief or a Post-Accounting Date Relief.

         1.1.17   "Post-Accounting Date Relief" means (i) any Relief which
                  arises as a result of any Event occurring after Completion or
                  (ii) any Relief which arises as a result of any Event
                  occurring after the Accounting Date and before Completion
                  which is in the ordinary course of business of the Company.

         1.1.18   "Relevant Relief" means:

                  1.1.18.1    any Relief which was treated as an asset of the
                              Company in the Accounts; or

                  1.1.18.2    any Relief which was taken into account in
                              computing (and so reducing or eliminating)
                              any provision for deferred Taxation which
                              appears in the Accounts or which would have
                              appeared in the Accounts but for the
                              presumed availability of such Relief,

                  and for this purpose "Relief" shall include any Relief, which
                  the Company has assumed is available to it and has been
                  utilised in the manner described in


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                  clauses 1.1.18.1 or 1.1.18.2, whether or not at the time of
                  such utilisation the Company was actually entitled to any such
                  Relief.

         1.1.19   "Relief" means any loss, relief, allowance, exemption, credit,
                  set-off, charge or deduction or right to repayment of Taxation
                  in respect of any Taxation or for the purposes of computing
                  income profits or gains for Taxation, including (without
                  limitation) losses which the meaning of section 393 of the
                  Taxes Act.

         1.1.20   "Repayment" means the obtaining by the Company of a repayment
                  of Taxation after the Covenantor has made a payment under this
                  deed or under the Agreement for breach of any of the Taxation
                  Warranties, in either case in respect of the same Taxation
                  which is the subject of the repayment.

         1.1.21   "Respective Time Limit" means:

                  1.1.21.1    seven (7) years after the date of this deed for
                              any Claim which arises as a result of a Liability
                              to Taxation of Advanced Systems Consultants
                              Limited and Hyprotech UK Limited;

                  1.1.21.2    ninety (90) days after the expiration of the
                              statute of limitations of the relevant tax for any
                              Claim which arises as a result of a Liability to
                              Taxation of any of the US Companies;

                  1.1.21.3    ninety (90) days after the relevant authorities
                              shall no longer be entitled to assess a
                              Liability for Taxation against AEA
                              Technology Canada Limited or Hyprotech Ltd
                              for any Claim which arises as a result of a
                              Liability to Taxation of Hyprotech Limited
                              or AEA Technology Canada Limited (provided
                              that the Respective Time Limit shall not be
                              extended by virtue only of any waiver given
                              by any of AEA Technology Canada Limited or
                              Hyprotech Limited after Completion without
                              the consent of the Covenantor, such consent
                              not to be unreasonably withheld);

                  1.1.21.4    ninety (90) days after the expiration of the
                              statute of limitations of the relevant tax for any
                              Claim which arises as a result of a Liability to
                              Taxation of Hyprotech India Private Limited;

                  1.1.21.5    nine (9) years after the date of this deed for any
                              Claim which arises as a result of a Liability to
                              Taxation of Hyprotech Malaysia SDN BHD;

                  1.1.21.6    ninety (90) days after the expiration of the
                              statute of limitations of the relevant tax for any
                              Claim which arises as a result of a Liability to
                              Taxation of Hyprotech Japan Limited; and

                  1.1.21.7    five (5) years after the date of this deed for any
                              Claim which arises as a result of a Liability to
                              Taxation of Hyprotech Europe SL.

         1.1.22   "Saving" means the amount of any reduction in a liability of
                  the Company or the Purchaser (or any member of the same group
                  of companies as the Purchaser) to make an actual payment of
                  Taxation in respect of which the Covenantor would not have
                  been liable under this deed or under


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                  the Agreement for breach of any of the Taxation Warranties,
                  where such reduction occurs as a result of the utilisation of
                  a Relief, and where such Relief has arisen as a result of any
                  payment made by the Covenantor under this deed or under the
                  Agreement for breach of any of the Taxation Warranties and
                  which would not otherwise have arisen.

         1.1.23   "Taxation" means all forms of taxation, and statutory,
                  governmental, federal, state, provincial, local governmental
                  or municipal impositions, duties, imposts, contributions,
                  fees, premiums, assessments, rates and levies in the nature of
                  taxation, in each case whether of the United Kingdom or
                  elsewhere in the world whenever imposed, and any payment
                  whatsoever which the Company may be or become bound to make to
                  any person (as a result of any enactment or law relating to
                  Taxation) as a result of the discharge by that person of any
                  Taxation which the Company has failed to discharge, including
                  (without limitation):

                  1.1.23.1    any income tax required to be deducted or withheld
                              from or accounted for in respect of any payment
                              under section 203 of the Taxes Act or otherwise
                              and any sums paid or owing to the representative
                              member of a VAT group (as defined in section 43 of
                              the VATA (or any corresponding legislation in any
                              foreign jurisdiction));

                  1.1.23.2    any United States federal, state, local, or
                              non-United States income, gross receipts, license,
                              payroll, employment, excise, severance, stamp,
                              occupation, premium, windfall profits,
                              environmental (including taxes under Section 59A
                              of the Internal Revenue Code), customs duties,
                              capital stock, franchise, profits, withholding,
                              social security (or similar), unemployment,
                              disability, real property, personal property,
                              sales, use, transfer, registration, value added,
                              alternative or add-on minimum, estimated, or other
                              tax of any kind whatsoever, including any
                              interest, penalty, or addition thereto, whether
                              disputed or not; and

                  1.1.23.3    any taxes, duties, fees, premiums, assessments,
                              imposts, levies and other similar charges imposed
                              by any Taxation Authority under applicable law,
                              including all interest, penalties, fines,
                              additions to tax or other additional amounts
                              imposed by any Taxation Authority in respect
                              thereof, and including those levied on, or
                              measured by, or referred to as, income, gross
                              receipts, profits, capital, transfer, land
                              transfer, sales, goods and services, harmonized
                              sales, use, value-added, excise, stamp,
                              withholding, business, franchising, property,
                              development, occupancy, employer health, payroll,
                              employment, health, social services, education and
                              social security taxes, all surtaxes, all customs
                              duties and import and export taxes, countervail
                              and anti-dumping, all license, franchise and
                              registration fees and all employment insurance,
                              health insurance and Canada, Quebec and other
                              employee provident fund or government pension plan
                              premiums or contributions,

                  and all penalties, fines, charges, costs and interest relating
                  thereto or relating to any late filings of any returns which
                  the Company may be or become liable to pay to any Taxation
                  Authority (or any other person as a result of any enactment or
                  law relating to Taxation).

         1.1.24   "Taxation Authority" means the Inland Revenue, the
                  Commissioners for

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                  Customs and Excise or any other statutory, governmental,
                  federal, state, provincial, local or municipal authority or
                  body (whether in the United Kingdom or otherwise) involved in
                  the collection or administration of Taxation.

         1.1.25   "Taxation Benefit" means any Relief or other Taxation benefit
                  available in the computation of any Liability to Taxation.

         1.1.26   "Taxation Warranties" means the warranties, representation and
                  undertakings in Schedules 10-16 (inclusive) of the Agreement
                  or any other Warranty which relates to Taxation.

         1.1.27   "Taxes Act" means the Income and Corporation Taxes Act 1988.

         1.1.28   "TCGA" means the Taxation of Chargeable Gains Act 1992.

         1.1.29   "US Companies" means Hyprotech Inc. and EA Systems Inc.

         1.1.30   "US Parent" means AEA Technology Inc.

         1.1.31   "US Seller" means AEA Technology Inc. as to the sale of the
                  stock of Hyprotech Inc. and EA Systems Inc.

         1.1.32   "VATA" means the Value Added Tax Act 1994.

2.       INTERPRETATION

2.1      Reference to income or profits or gains, earned, accrued or received
         includes income or profits or gains deemed to have been, treated as or
         regarded as earned, accrued, received or otherwise arising for the
         purposes of any Taxation legislation.

2.2      Reference to a Claim for Taxation shall include any Claim whether made
         before or after Completion.

2.3      Reference to the result of an Event or Events on or before Completion
         includes the combined result or results of two or more Events, each of
         which shall have taken place on or before Completion.

2.4      Any reference to an "Effective Liability to Taxation" shall be
         construed as a reference to:

         2.4.1    the set-off of any Post-Accounting Date Relief or Relevant
                  Relief against any Actual Liability to Taxation or against any
                  income, profit or gains in respect of which the Covenantor
                  would, but for such set-off, have been liable under clause 3.1
                  and, for the purposes of clause 3.1, the amount of such an
                  Effective Liability to Taxation arising as a result of such
                  set-off will be an amount equal to the amount of Taxation
                  saved as a result of the set-off; or

         2.4.2    the non-availability (in whole or in part) of any Relevant
                  Relief and, for the purposes of clause 3.1, the amount of such
                  Effective Liability to Taxation shall be:

                  2.4.2.1  if the Relevant Relief was a deduction from or
                           set-off against Taxation or a right to repayment of
                           Taxation, the amount of that Relevant Relief; or

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                  2.4.2.2  in any other case, the amount of Taxation that would
                           have been saved but for such non-availability
                           (subject to clause 7.1.5) on the assumption that the
                           Relevant Relief was available and was capable of
                           being fully utilised and was so utilised immediately
                           prior to it becoming non-available.

         2.4.3    subject to clause 16, any liability of the Company pursuant to
                  any agreement or arrangement entered into before Completion to
                  make a payment for, or to repay the whole or part of any
                  payment received for, Group Relief or any Taxation Benefit
                  (other than to another Company), and, for the purposes of
                  clause 3.1 the amount of such Effective Liability to Taxation
                  shall be the amount of such liability (disregarding any
                  set-off);

         2.4.4    the loss of a right to a payment or other consideration (taken
                  into account as an asset in the Accounts) for the surrender of
                  Group Relief or any Taxation Benefit (other than from another
                  Company), and, for the purposes of clause 3.1 the amount of
                  such Effective Liability to Taxation shall be equal to the
                  amount taken into account in the Accounts.

2.5      Words and expressions defined or used in the Agreement shall (unless
         the context requires otherwise) have the same meanings in this deed.

2.6      Any reference to a statutory provision includes a reference to all
         prior and subsequent modifications, re-enactments and amendments of
         that provision and any regulation made under it.

2.7      Reference to clauses shall be a reference to the clauses of this deed
         unless otherwise stated.

2.8      Reference to the singular number shall include the plural and vice
         versa.

2.9      For the avoidance of doubt, reference to any Actual Liability to
         Taxation of the Company which results from any gains earned or received
         or any Event which occurs or is deemed to occur on or before Completion
         for the purposes of Taxation shall include a reference to any Liability
         to Taxation arising under Section 179 TCGA (or any corresponding
         legislation in any foreign jurisdiction) which results from the sale of
         the Shares pursuant to the Agreement.

2.10     There shall be excluded (without limitation) from the meaning of
         "ordinary course of business" any Event which results in or involves
         any of the following:

         2.10.1   any Taxation arising in respect of any distribution or deemed
                  distribution;

         2.10.2   any Taxation arising in respect of the acquisition, disposal
                  or supply or deemed acquisition, disposal or supply of any
                  assets, goods, service or business facility of any kind
                  (including a loan of money or the letting, hiring or licensing
                  of any tangible or intangible property) to the extent that the
                  consideration deemed for Taxation purposes is in excess of
                  that (if any) actually received or to the extent that the
                  consideration deemed for Taxation purposes is less than that
                  actually given;

         2.10.3   any Taxation arising in respect of a transaction which results
                  in the Company becoming liable to pay or bear Taxation
                  chargeable directly or primarily against or attributable
                  directly or primarily to another person, firm or company


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                  other than any Taxation which the Company has deducted
                  pursuant to the provisions of section 203 of the Taxes Act (or
                  its overseas equivalent);

         2.10.4   any Taxation to the extent that it arises as a result of any
                  failure by the Company to properly file any tax returns,
                  account for any Taxation or otherwise act in accordance with
                  all applicable laws (including, without limitation, any
                  Taxation arising as a result of the operation of any penalty
                  provisions, any interest and any penalty payments);

         2.10.5   any Taxation which arises to the extent that the Company
                  failed to deduct or which arises as a result of a failure by
                  the Company to deduct or duly account for Taxation; and

         2.10.6   any Taxation arising from the disposal or acquisition or
                  deemed disposal or acquisition of any asset other than trading
                  stock for a consideration in each case in excess of
                  (pound)100,000.

3.       COVENANTS BY COVENANTOR

3.1      Subject as hereinafter provided the Covenantor hereby covenants to pay
         to the Purchaser an amount equal to:

         3.1.1.1  any Actual Liability to Taxation of the Company in respect of
                  any period up to and including Completion, including for
                  greater certainty, any Actual Liability to Taxation of the
                  Company resulting from or by reference to:

                  3.1.1.1   any income, profits or gains earned, accrued or
                            received on or before Completion; or

                  3.1.1.2   any Event which occurred on or before Completion or
                            was deemed to occur on or before Completion for the
                            purposes of Taxation whether alone or in conjunction
                            with other Events (each occurring on or before
                            Completion); or

                  3.1.1.3   the provisions of section 767A and 767AA of the
                            Taxes Act or sections 179, 190 and 191 of the TCGA
                            (or any corresponding legislation in any foreign
                            jurisdiction) in relation to corporation tax (or any
                            corresponding Taxation in any foreign jurisdiction)
                            assessed on any company (other than a Company)
                            remaining unpaid where the company in question is or
                            was under the control of the Covenantor on or before
                            Completion; or

                  3.1.1.4   any Event occurring after Completion in pursuance of
                            a legally binding obligation or arrangement, in
                            either case whether or not conditional, incurred or
                            entered into on or before Completion outside the
                            ordinary course of business of the Company;

         3.1.2    any Effective Liability to Taxation;

         3.1.3    any liability of the Company to pay or repay an amount in
                  respect of Taxation under any agreement, indemnity, guarantee,
                  covenant, mortgage or charge or other contractual obligation
                  entered into on or before Completion which is outside the
                  ordinary course of business of the Company;

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         3.1.4    any Liability to Taxation of the Company which is also a
                  Liability to Taxation of another person (other than a Company)
                  and which is payable by the Company by virtue of (i) the other
                  person failing to discharge such Liability to Taxation and
                  (ii) the Company being at any time before Completion a member
                  of the same group as such other person or otherwise connected
                  with or related to such other person for Taxation purposes,
                  including, without limitation, any Liability to Taxation
                  pursuant to United States Treasury Income Tax Regulation
                  1.1502-6 or similar provision of state or local law; and

         3.1.5    any reasonable costs and expenses properly incurred by the
                  Purchaser and/or the Company in connection with any such
                  Liability to Taxation (or claim therefor) or in successfully
                  taking or defending any action under this deed.

3.2      The Covenantor hereby covenants to pay to the Purchaser an amount equal
         to any Liability to Taxation of Hyprotech UK Limited resulting from, in
         connection with or by reference to the transfer of the Helium trade and
         assets from the Covenantor to Hyprotech UK Limited on or about 29
         December 2001 ("the Transfer"), including (for the avoidance of doubt
         and without limitation):

         3.2.1    any liability to corporation tax pursuant to section 179 TCGA,

         3.2.2    any liability to value added tax, and

         3.2.3    the amount of any stamp duty payable on any document of
                  transfer in relation to the Transfer or in relation to the
                  Helium trade and assets.

3.3      The Covenantor hereby covenants to pay to the Purchaser an amount equal
         to any Liability to Taxation of the Company which is assessed by any
         Taxation Authority in connection with or by reference to:

         3.3.1    the activities and the employees of any representative office,
                  branch, agency or other permanent establishment of the Company
                  in any jurisdiction other than the jurisdiction in which the
                  Company is incorporated (or, if different, resident for
                  Taxation purposes),

         3.3.2    the non-declaration and/or underdeclaration of any income,
                  profits or gains of the Company to any Taxation Authority in
                  any jurisdiction other than the jurisdiction in which the
                  Company is incorporated (or, if different, resident for
                  Taxation purposes) (a "Foreign Tax Authority"), whether
                  attributable to a permanent establishment or otherwise; or

         3.3.3    the late filing of Taxation returns with any Foreign Tax
                  Authority,

         in each case on or prior to Completion, but excluding any Liability to
         Taxation to the extent that;

         a) provision or reserve in respect of the relevant Liability to
         Taxation has been made in the Accounts; or

         b) such Liability to Taxation would not have arisen but for any Event
         which occurred in the ordinary course of business of the Company after
         the Accounting Date and before Completion.

3.4      The Covenantor hereby covenants to pay to the Purchaser an amount equal
         to any


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         Liability to Taxation of AEAT Canada which is assessed by any
         Taxation Authority in connection with or by reference to the sale,
         transfer, or other disposition of AEA Software Engineering Limited to
         the Covenantor on or prior to Completion, in accordance with clause 3.5
         of the Agreement, to the extent that AEAT Canada has not been left with
         sufficient cash to pay any such Liability to Taxation by the Covenantor
         in accordance with subclause 3.5.2 (such cash sum taking into account
         any Covenantor's Relief available to AEAT Canada to reduce or eliminate
         the Liability to Taxation in question).

3.5      In respect of payments made pursuant to the covenants contained within
         this deed:

         3.5.1    all sums payable by the Covenantor to the Purchaser shall be
                  paid free and clear of all deductions, withholdings, set-offs
                  or counterclaims whatsoever save only as may be required by
                  law; and

         3.5.2    if any deductions or withholdings are required by law to be
                  made from any sums, the Covenantor shall be obliged to pay the
                  Purchaser such further amount as will, after the deduction or
                  withholding has been made (taking into account any Relief
                  available to the Purchaser by reason of such deduction or
                  withholding), leave the Purchaser with the same amount as it
                  would have been entitled to receive in the absence of such
                  requirement to make a deduction or withholding; and

         3.5.3    if any sum payable by the Covenantor to the Purchaser under
                  clause 3 (including clause 3.5.2 and this clause 3.5.3) shall
                  be subject to an Actual Liability to Taxation in the hands of
                  the Purchaser or would have been so subject but for the
                  availability of a Relief, the Covenantor shall pay to the
                  Purchaser such further sum equal to such Actual Liability to
                  Taxation, but

         3.5.4    in the event that the benefit of this deed is assigned by the
                  Purchaser, clause 3.5.3 shall not apply to the extent that an
                  Actual Liability to Taxation in the hands of the assignee is
                  greater than an equivalent Actual Liability to Taxation in the
                  hands of the Purchaser.

4.       EXCLUSIONS

4.1      Subject to clause 4.2, the covenants by the Covenantor in clause 3.1
         shall not apply to any Liability to Taxation, nor shall the Covenantor
         be liable for any breach of any Taxation Warranty, to the extent that:

         4.1.1    provision or reserve in respect of the relevant Actual
                  Liability to Taxation has been made in the Accounts; or

         4.1.2    such Liability to Taxation was discharged on or before
                  Completion; or

         4.1.3    the Covenantor has already made a payment to the Purchaser in
                  respect of the same Liability to Taxation under this deed or
                  the Agreement; or

         4.1.4    such Liability to Taxation would not have arisen but for a
                  change in legislation (including but not limited to an
                  increase in rates of Taxation) first announced and coming into
                  effect after Completion; or

         4.1.5    such Liability to Taxation would not have arisen but for the
                  Company changing any of its accounting policies, bases or
                  practices (including, but not

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                  limited to, the date to which the Company prepares its
                  accounts, the treatment of timing differences, the bases on
                  which the Company values its assets and its taxation reporting
                  practice) after Completion, but not including any such change
                  in order to comply with any generally accepted accounting
                  principles, any financial reporting standard, any statement of
                  standard accounting practice or any rule of law, in each case
                  existing at the date hereof; or

         4.1.6    such Liability to Taxation would not have arisen but for a
                  voluntary act or omission of the Purchaser of the Company
                  after Completion, but not including any act or omission:

                  4.1.6.1  carried out or effected under a legally binding
                           commitment created on or before Completion, or

                  4.1.6.2  carried out or effected in the ordinary course of
                           business of the Company or the Purchaser, or

                  4.1.6.3  which the Purchaser or the Company was not aware, and
                           could not reasonably have been expected to be aware,
                           would give rise to such Liability to Taxation; or

         4.1.7    such Liability to Taxation would not have arisen but for (i)
                  the Company ceasing to carry on any trade or business after
                  Completion, or (ii) the Company effecting a major change after
                  Completion in the nature or conduct of any trade or business
                  carried on by it, or (iii) any reorganisation or change in the
                  ownership of a Company after Completion, but not including any
                  cessation, reorganisation or change:

                  4.1.7.1  carried out or effected under a legally binding
                           commitment created on or before Completion, or

                  4.1.7.2  carried out or effected in the ordinary course of
                           business of the Company or the Purchaser, or

                  4.1.7.3  which the Purchaser or the Company was not aware, and
                           could not reasonably have been expected to be aware,
                           would give rise to such Liability to Taxation; or

         4.1.8    such Liability to Taxation would not have arisen but for the
                  failure by the Company after Completion to make any claim,
                  election, surrender or disclaimer, the making of which was
                  permitted by law and which was taken into account in computing
                  and so reducing any provision for Taxation which appears in
                  the Accounts (or eliminating any provision for Taxation which,
                  but for such Relief, would have appeared in the Accounts) or
                  in computing any right to a repayment of Taxation which
                  appears in the Accounts, and which is disclosed to the
                  Purchaser in the Disclosure Letter (or is notified to the
                  Purchaser after Completion in sufficient time for the Company
                  or Purchaser to make such claim, election, surrender or
                  disclaimer), but not including any failure carried out or
                  effected under a legally binding commitment created on or
                  before Completion.

         4.1.9    such Liability to Taxation would not have arisen but for any
                  failure or delay by the Purchaser or the Company in paying
                  over to any Taxation Authority any payment previously made by
                  the Covenantor under this deed; or


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         4.1.10   a Covenantor's Relief is available to the Company to reduce or
                  eliminate the Liability to Taxation in question; or

         4.1.11   such Liability to Taxation would not have arisen but for any
                  Event which occurred in the ordinary course of business of the
                  Company after the Accounting Date and before Completion; or

         4.1.12   such Liability to Taxation is in respect of the actual (as
                  opposed to the deemed) earning or receipt for any Taxation
                  purposes of any actual (as opposed to deemed) income, profit
                  or gain which is not (but should have been) recognised in the
                  Accounts and which, at Completion, is represented by an asset
                  (being cash or an asset readily realisable into cash) of the
                  Company which has a value equal to or greater than such
                  Liability to Taxation; or

         4.1.13   such Liability to Taxation arises as a result of any action
                  taken by the Covenantor or any Hyprotech company which the
                  Purchaser has specifically requested in writing pursuant to
                  clause 2.3 of the Agreement.

4.2      The exclusions in clause 4.1 above shall not apply to any Liability to
         Taxation of Hyprotech Inc or EA Systems Inc for which the Covenantor is
         liable to make a payment to the Purchaser under this deed by virtue of
         clause 3.1.4.

5.       OBLIGATIONS AND RELEASE OF COVENANTOR

5.1      No delay or omission of the Purchaser or the Covenantor in exercising
         any right, power or privilege under this deed shall impair such right,
         power or privilege or be construed as a waiver thereof and any single
         or partial exercise of any such right, power or privilege shall not
         preclude the further exercise of any right, power or privilege.

6.       CONDUCT OF NEGOTIATION AND PROCEEDINGS

6.1      If the Purchaser becomes aware of a Claim relevant for the purposes of
         this deed or for breach of the Taxation Warranties it shall as soon as
         reasonably practicable give written notice of it to the Covenantor but
         such notice shall not be a condition precedent to the liability of the
         Covenantor under this deed. The notice of the Claim will, in reasonable
         detail, explain the Claim and the Liability to Taxation to which the
         Claim relates and give a reasonable estimate of the amount thereof.

6.2      If the Covenantor first indemnifies and secures the Purchaser and the
         Company to the reasonable satisfaction of the Purchaser against all
         losses, costs, liabilities, damages and expenses (including interest on
         overdue Taxation which may be incurred thereby) the Purchaser will take
         (and procure that the Company takes) such action as the Covenantor may
         reasonably and promptly by written notice request to avoid, resist,
         appeal, compromise or defend the Claim provided that:

         6.2.1    the Purchaser shall not be obliged to procure that the Company
                  appeal against the Claim, if having given the Covenantor
                  written notice of the receipt of the Claim the Purchaser has
                  not within 30 working days thereafter (or if earlier 5 working
                  days prior to the expiry of any time limit by which action
                  must be taken) received instructions from the Covenantor, in
                  accordance with the preceding provisions of this clause 6.2,
                  to make that appeal and in such circumstances the Purchaser
                  may choose to treat the Liability to Taxation in respect of
                  that Claim as determined at the value specified in the Claim
                  and/or


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                  the Purchaser and/or the Company shall (without prejudice to
                  their rights under this deed) be free to pay or settle the
                  Claim on such terms as they may in their absolute discretion
                  consider fit and the Covenantor acknowledges that if the
                  Purchaser pays or otherwise settles the amount specified in
                  the Claim then a sum equal to that amount is a liability of
                  the Covenantor under the covenant in clause 3.1;

         6.2.2    the Purchaser shall not be obliged to procure that the Company
                  pursue any appeal beyond the General Commissioners of Inland
                  Revenue, the Special Commissioners of Inland Revenue or Value
                  Added Tax Tribunal or any equivalent forum in the United
                  Kingdom or any other jurisdiction unless the Covenantor
                  furnishes the Purchaser with the written opinion of leading
                  Tax Counsel to the effect that an appeal against the Liability
                  to Taxation will, on the balance of probabilities, be won; and

         6.2.3    the Purchaser shall not in any event be obliged to comply with
                  any unreasonable instruction of the Covenantor to make a
                  settlement or compromise of the Claim or agree to any matter
                  in the course of disputing the Claim which is likely to
                  adversely affect the amount thereof or materially increase the
                  future liability of the Company in respect of Taxation or
                  materially and adversely affect the relationship of the
                  Company with the relevant Taxation Authority.

6.3      The action which the Covenantor may request under clause 6.2 shall
         include (without limitation) allowing the Covenantor to take on or take
         over at its own cost and expense the conduct of the Claim, unless any
         action or other step is taken to put the Covenantor into liquidation,
         receivership or administration (and if the Covenantor has taken over
         any Claim when such action or step occurs, the conduct of the Claim
         shall automatically revert to the Purchaser).

6.4      If the Covenantor takes on or takes over the conduct of the Claim
         pursuant to clause 6.3:

         6.4.1    the Covenantor shall keep the Company fully informed of all
                  matters relating to the Claim and shall promptly send all
                  correspondence in connection therewith to the Company;

         6.4.2    all written communications which are to be transmitted to the
                  Taxation Authorities in connection with the Claim shall first
                  be submitted to the Purchaser (or its advisers) for written
                  approval and shall not be submitted without such prior written
                  approval (such written approval not to be unreasonably
                  withheld or delayed).

6.5      If the Covenantor or the Company shall have committed acts or omissions
         which any Taxation Authority alleges constitute fraudulent conduct
         (pursuant to section 36 of the Taxes Management Act 1970) (or any
         corresponding legislation in any foreign jurisdiction) neither clause
         6.2 nor clause 6.3 shall not apply.

7.       DATE FOR PAYMENT

7.1      The Covenantor shall make payments to the Purchaser under this deed
         within 5 Business Days after the date on which a notice containing a
         written demand for the amount of the payment required to be made is
         delivered to the Covenantor or, if later, on the following dates:


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         7.1.1    in so far as a Claim represents Taxation to be borne by the
                  Company but which has not yet become due, the Covenantor shall
                  make the payment in respect of that Claim (or so much thereof
                  as represents that Taxation) 5 Business Days before that
                  Taxation becomes due;

         7.1.2    in so far as a Claim consists of the loss of a right to
                  repayment of Taxation, the Covenantor shall make the payment
                  in respect of that Claim (or so much thereof as represents
                  that loss) on the date on which that repayment would otherwise
                  have become due; and

         7.1.3    in a case which falls within paragraph 2.4.4 (loss of payment
                  rights relating to the surrender of Group Relief or any other
                  Taxation Benefit), not later than the day on which the right
                  to a payment or other consideration is lost;

         7.1.4    in a case which falls within paragraph 2.4.3 (liability for
                  Group Relief or any other Taxation Benefit payments), not
                  later than 5 Business Days before the day on which the Company
                  is due to make the payment or repayment;

         7.1.5    in a case which falls within paragraph 2.4.2.2
                  (non-availability of a Relevant Relief where the Relevant
                  Relief was not a deduction from or set-off against Taxation or
                  a right to repayment of Taxation), not later than the later of
                  5 Business Days after Taxation is paid which otherwise would
                  not have been paid and the date on which a notice containing a
                  written demand for the amount of the payment required to be
                  made is delivered to the Covenantor (such notice not to be
                  delivered unless the Relevant Relief could actually have been
                  used to reduce or eliminate any Liability to Taxation of the
                  Company);

         7.1.6    in any other case, within 5 Business Days after the date on
                  which a notice containing a written demand for the amount of
                  the payment required to be made is delivered to the
                  Covenantor;

         and for this purpose references to a date on which Taxation becomes due
         include a reference to the date on which it would have become due were
         it not for the availability of some Relief or right to repayment of
         Taxation. Any payment which becomes due on a day which is not a
         Business Day shall be paid on the next following Business Day, and any
         payment which is made after noon on any day shall, for the purposes of
         calculating interest, be deemed to have been paid on the next following
         Business Day. No payment shall be treated as made until cleared funds
         in respect thereof are available to the Purchaser.

7.2      If any payment required to be made by the Covenantor or the Purchaser
         under this deed is not made by the due date for payment thereof, then
         that payment shall carry interest from the due date of payment until
         actual payment at the rate of 2 per cent above the base rate from time
         to time of Barclays Bank plc compounded on the usual quarter days.

8.       DEGROUPING CHARGE

8.1      Where a Liability to Taxation has arisen in relation to Hyprotech UK
         Limited or Advanced Systems Consultants Limited for which the
         Covenantor is liable to make a payment to the Purchaser under this
         deed, and such Liability to Taxation is a liability to corporation tax
         pursuant to section 179 TCGA, the Purchaser and the Covenantor agree to
         act in accordance with clause 8.2.

8.2      To the extent that it is lawfully permitted to do so, the Covenantor
         (or such other


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         member of the Covenantor's Group as the Covenantor may specify) may
         require the Purchaser to procure that a joint election with Hyprotech
         UK Limited or Advanced Systems Consultants Limited (as the case may be)
         be entered into pursuant to the proposed section 179A TCGA (or such
         other legislation as may be enacted hereafter to similar effect),
         whereby the whole or part of the chargeable gain that would be deemed
         to accrue to Hyprotech UK Limited or Advanced Systems Consultants
         Limited (as the case may be) on the deemed sale under section 179 TCGA
         as a result of the Covenantor entering the Agreement is deemed to
         accrue to the Covenantor (or such other member of the Covenantor's
         Group as the Covenantor may specify).

9.       MITIGATION OF LIABILITY

9.1      The Covenantor may by notice in writing to the Purchaser reduce or
         eliminate any liability which the Covenantor would, apart from this
         clause 9.1, have under this deed or under the Agreement for breach of
         any of the Taxation Warranties by surrendering or procuring the
         surrender to the Company of Group Relief or a Taxation Benefit, or an
         overpayment of corporation tax (or its overseas equivalent) (without
         the Purchaser or the Company being liable to make any payment in
         consideration for such surrender) and the Covenantor's liability under
         this deed or for breach of any of the Taxation Warranties will be
         reduced or eliminated to the extent of the amount of Taxation reduced
         or eliminated by such surrender. To the extent that it is lawfully
         permitted to do so, the Purchaser will procure that the Company takes
         all such steps, including (without limitation) making and giving all
         such claims and consents, as the Covenantor may reasonably request to
         effect any such surrender and delivers to the Covenantor a certificate
         from the Auditors confirming that such Group Relief, or overpayment of
         corporation tax has been so surrendered and such surrenders and
         consents so made.

10.      SAVINGS, REPAYMENTS AND OVERPROVISIONS

10.1     If, at the Covenantor's request and expense, the Auditors certify that
         the Company has obtained a Saving or a Repayment or that an
         Overprovision has been made, the Saving, Repayment or Overprovision (as
         the case may be) will be applied as follows:

         10.1.1   first, the amount of the Saving, Repayment or Overprovision
                  will be set off against any payment then due from the
                  Covenantor under this deed or for breach of any of the
                  Taxation Warranties;

         10.1.2   to the extent that there is an excess, a refund shall be made
                  to the Covenantor of any previous payment made by the
                  Covenantor under this deed or for breach of any of the
                  Taxation Warranties (to the extent not previously refunded
                  under this clause 10) up to the amount of such excess; and

         10.1.3   to the extent that the excess referred to in clause 10.1.2
                  above is not exhausted under that paragraph, the remainder of
                  the excess shall be carried forward and set off against any
                  future payment which becomes due from the Covenantor under
                  this deed or for breach of any of the Taxation Warranties.

10.2     In determining whether or not the Company has obtained a Saving or a
         Repayment or whether or not an Overprovision has been made and, if so,
         the amount, the Auditors will act as experts and not as arbitrators and
         their determination will (in the absence of manifest error) be
         conclusive and binding on the parties.

10.3     The Purchaser will inform the Covenantor as soon as reasonably
         practicable after it



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         or the Company becomes aware that the Company may obtain a Saving or a
         Repayment or that there may be an Overprovision.

10.4     Where any such certification as is mentioned in paragraph 10.1 above
         has been made, the Covenantor or the Purchaser may (at their own
         expense) request the Auditors to review such certification in the light
         of all relevant circumstances, including any facts which have become
         known only since such certification, and to certify whether such
         certification remains correct or whether, in the light of those
         circumstances, the amount that was the subject of such certification
         should be amended.

10.5     If the Auditors certify under paragraph 10.4 that an amount previously
         certified should be amended, that amended amount shall be substituted
         for the purposes of paragraph 10.1 as the amount in respect of the
         certification in question in place of the amount originally certified,
         and such adjusting payment (if any) as may be required by virtue of the
         above mentioned substitution shall be made as soon as practicable by
         the Covenantor or the Purchaser, as the case may be.

10.6     Where the Purchaser has informed the Covenantor pursuant to clause 10.3
         that the Company may obtain a Repayment, provided that the Covenantor
         indemnifies the Company, the Purchaser and all other members of the
         same group of companies as the Purchaser to the reasonable satisfaction
         of the Purchaser against all losses, costs, damages and expenses which
         may be incurred thereby, the Purchaser will procure that the Company,
         at the Covenantor's cost and expense, takes such action as the
         Covenantor may reasonably and promptly request to recover such
         Repayment.

10.7     The action which the Covenantor may request the Company to take under
         clause 10.6 does not include:

         10.7.1   any action which the Purchaser considers to be materially
                  prejudicial to the business or Taxation affairs of the
                  Company, the Purchaser or any other members of the same group
                  of companies as the Purchaser or to which the Purchaser
                  objects on any other reasonable ground; or

         10.7.2   allowing the Covenantor to undertake the conduct of any action
                  necessary to effect recovery of the amount in question.

11.      PURCHASER'S COVENANT

11.1     The Purchaser covenants with the Covenantor to pay to the Covenantor an
         amount equal to any liability of the Covenantor to Taxation under
         section 767A or 767AA Taxes Act in connection with an Event occurring
         in the accounting period of Hyprotech UK Limited or Advanced Systems
         Consultants Limited (as the case may be) current at Completion or in
         any earlier accounting period and arising as a result of Hyprotech UK
         Limited or Advanced Systems Consultants Limited (as the case may be)
         failing to discharge such liability together with any losses, costs,
         fees or expenses incurred by the Covenantor in connection with such
         liability.

11.2     Clause 11.1 shall not apply to any Liability to Taxation in respect of
         which the Purchaser is entitled to bring a claim against the Covenantor
         under this deed or the Taxation Warranties.

11.3     The Covenantor covenants with the Purchaser that it shall make no claim
         under clause 11.1 above to the extent that it has recovered the
         Taxation in question under section 767B(2) Taxes Act and to the extent
         that it recovers any amount under clause 11.1


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         above it shall not seek to recover payment under section 767B(2) Taxes
         Act.

11.4     The Purchaser shall subject to clauses 11.2 and 11.3 make payment to
         the Purchaser under clause 11.1 within 15 Business Days after the date
         on which a notice containing a written demand for the amount of the
         payment required to be made is delivered to the Purchaser.

12.      VAT GROUP

12.1     Advanced Systems Consultants Limited and Hyprotech UK Limited are
         members of a VAT group ("The VAT Group") of which the Covenantor is the
         representative member.

12.2     Forthwith after Completion the Covenantor, shall, if it has not already
         done so, make an application to H M Customs & Excise for the exclusion
         of Advanced Systems Consultants Limited and Hyprotech UK Limited from
         The VAT Group, and the Covenantor shall use its reasonable endeavours
         to ensure that such application takes effect from Completion or, if
         later, the earliest date which H M Customs & Excise will allow ("The
         Leaving Date").

12.3     The Purchaser will procure that Advanced Systems Consultants Limited
         and Hyprotech UK Limited provide the Covenantor with all information
         relating to Advanced Systems Consultants Limited and Hyprotech UK
         Limited required for the purposes of the preparation of the VAT return
         of The VAT Group in respect of any period that Advanced Systems
         Consultants Limited and Hyprotech UK Limited are or have been members
         of that VAT Group.

12.4     The Purchaser will procure that Advanced Systems Consultants Limited
         and Hyprotech UK Limited pay to the Covenantor an amount equal to:

         12.4.1   the amount of VAT for which the Covenantor is obliged to
                  account to HM Customs and Excise in respect of supplies,
                  acquisitions or importations made or deemed to be made by
                  Advanced Systems Consultants Limited and Hyprotech UK Limited
                  during any period that Advanced Systems Consultants Limited
                  and Hyprotech UK Limited remain in The VAT Group; after
                  deducting

         12.4.2   an amount equal to all credit allowable in respect of supplies
                  made to Advanced Systems Consultants Limited and Hyprotech UK
                  Limited during the same period by reference to input tax
                  incurred or deemed to be incurred by Advanced Systems
                  Consultants Limited and Hyprotech UK Limited;

         provided that if the amount determined under clause 12.4.2 exceeds the
         amount determined under clause 12.4.1 the Covenantor will pay to
         Advanced Systems Consultants Limited and Hyprotech UK Limited an amount
         equal to that excess. Any amount payable under this clause 12.4 shall
         be paid by no later than the due date for payment of VAT in respect of
         the relevant period.

12.5     The Covenantor will, in respect of any period up to The Leaving Date,
         correctly account for VAT in respect of Advanced Systems Consultants
         Limited's and Hyprotech UK Limited's supplies and their entitlement to
         input tax and submit the VAT return of The VAT Group, within the
         requisite time period for so doing together with payment for the
         appropriate amount as represented on the VAT return (subject, in
         respect of any payment due from Advanced Systems Consultants Limited
         and


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         Hyprotech UK Limited in accordance with the above provisions, to the
         receipt of the same from Advanced Systems Consultants Limited and
         Hyprotech UK Limited).

12.6     The Covenantor will afford the Purchaser, Advanced Systems Consultants
         Limited and Hyprotech UK Limited and their representatives, agents and
         employees access on reasonable notice to all material information and
         documents relating to The VAT Group and relating to a period during
         which Advanced Systems Consultants Limited and Hyprotech UK Limited
         have been or remain members of The VAT Group and keep all relevant
         records for such period as may be required by law.

13.      TAX RETURNS FOR PERIODS BEFORE AND INCLUDING COMPLETION

13.1     The Covenantor shall procure that the Purchaser is promptly sent a copy
         of any communication from any Taxation Authority insofar as it relates
         to or impacts upon the Taxation affairs of the Company for the
         accounting period beginning before and ending on or after Completion.

13.2     Subject to the provisions of clause 12, the Covenantor shall afford or
         procure that there is afforded to the Company or its duly authorised
         agents such information and assistance as the Purchaser or the Company
         or its duly authorised agents may reasonably request for the purpose of
         preparing, submitting and agreeing the Taxation returns of the Company
         for the accounting period beginning before and ending on or after
         Completion.

13.3     The Covenantor or its duly authorised agents will (subject to clause
         13.11 below, at the Company's cost and expense) prepare the corporation
         tax returns and computations of the Company for all accounting periods
         ended before Completion, to the extent that they have not been prepared
         before Completion.

13.4     At least 20 Business Days before any such returns or computations are
         due to be submitted to the relevant Taxation Authority, the Covenantor
         will submit them to the Purchaser (or its duly authorised agents) for
         review, and the Purchaser will procure that the Company causes the
         returns and computations mentioned in clause 13.3 to be authorised,
         signed and submitted to the Company's Inspector of Taxes without
         amendment or with such amendments as the Purchaser may reasonably
         require.

13.5     The Covenantor or its duly authorised agents will (subject to clause
         13.11 below, at the Company's cost and expense) prepare all
         documentation and deal with all matters (including correspondence)
         relating to the corporation tax returns and computations of the Company
         for all accounting periods ended before Completion. The Covenantor will
         inform the Purchaser of all material matters relating to the agreement
         of such corporation tax returns with the Company's Inspector of Taxes
         and will provide the Purchaser with copies of all material
         correspondence and other documents relating thereto. Furthermore, no
         such material matters will be agreed with the Company's Inspector of
         Taxes without the Purchaser's written agreement (such agreement not to
         be unreasonably withheld or delayed).

13.6     The Purchaser will procure that the Company affords the Covenantor or
         its duly authorised agents such access to the Company's books, accounts
         and records as is reasonable to enable the Covenantor or its duly
         authorised agents to prepare the corporation tax returns and
         computations of the Company for all accounting periods ended before
         Completion and conduct matters relating to them in accordance with this
         clause 13.


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13.7     The Purchaser will procure that the Company keeps the Covenantor fully
         informed of its Taxation affairs in respect of the accounting period
         beginning before and ending on or after Completion to the extent that
         the Covenantor may be liable under this Deed or for breach of any of
         the Taxation Warranties in relation thereto, and will not submit or
         agree any return or computation to any Taxation Authority for such
         period to the extent that the Covenantor may be liable under this Deed
         or for breach of any of the Taxation Warranties in relation thereto
         without taking account of the Covenantor's reasonable comments (such
         comments not to be unreasonably withheld or delayed).

13.8     The Purchaser will procure that the Company promptly makes or gives
         such claims, elections, surrenders and consents in relation to Taxation
         for all accounting periods of the Company ended before Completion as
         the Covenantor reasonably requests in writing, including (without
         limitation) the carry forward, carry back, acceptance or surrender of
         or any claim or election in relation to any Covenantor's Relief, and
         generally does all such things as may reasonably be necessary to give
         effect to such claims, elections, surrenders or consents.

13.9     Neither the Company nor the Purchaser shall be required to take any
         action under this clause 13 which has or is likely to have any
         materially adverse effect on the future liability to Taxation of the
         Company or the Purchaser unless the submission, agreement or settlement
         thereof has been taken into account in preparing the Accounts.

13.10    Neither the Company nor the Purchaser shall be required to take any
         action under this clause 13 which in the Purchaser's reasonable opinion
         is false, incomplete, inaccurate or misleading in any respect but
         neither the Purchaser nor the Company shall be under any obligation to
         the Covenantor to make any enquiry as to the completeness or accuracy
         thereof and they shall be entitled to rely entirely on the Covenantor
         and/or its agents.

13.11    In the event that the sum of the costs and expenses incurred by each of
         the Hyprotech Companies in accordance with clauses 13.3 and 13.5
         exceeds, in total, (pound)30,000, the Covenantor hereby covenants to
         pay the excess to the Purchaser.

14.      TIME LIMITATION

14.1     The Covenantor will not be liable under this deed in respect of a
         Liability to Taxation of the Company or under the Agreement for breach
         of any Taxation Warranty unless within the Respective Time Limit the
         Purchaser has given notice, containing the information specified in
         clause 6.1, to the Covenantor of any Claim relating to such Liability
         to Taxation and unless legal proceedings are commenced and served on
         the Covenantor within 6 months of such notice PROVIDED THAT this clause
         14.1 shall not apply in respect of any Liability to Taxation that
         involves fraud, wilful default or negligence alleged by any Taxation
         Authority.

14.2     The liability of the Covenantor under this deed shall be limited in
         accordance with paragraph 2.1 of Schedule 6 of the Agreement (and for
         the avoidance of doubt, no other paragraph or clause of the Agreement
         (or of any Schedule to the Agreement) shall apply to limit the
         liability of the Covenantor under this deed).

15.      SALE OF STOCK OF UNITED STATES COMPANIES

15.1     The Purchaser and Covenantor agree that with regards to the sale of the
         US Shares by the US Sellers to Purchaser, the following provisions of
         Clause 15 will apply




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         notwithstanding anything else in this Tax Deed to the contrary.

15.2     Purchaser and Covenantor agree as follows:

         15.2.1   The US Parent will include the income, gain and loss of the US
                  Companies on US Parent's consolidated federal income tax
                  return for all tax periods through and including the date of
                  Completion and pay any federal income taxes attributable to
                  such income, gain or loss. The income, gain and loss of the US
                  Companies will be included in the Purchaser's consolidated
                  federal income tax return for all tax periods after the date
                  of Completion. The income, gain and loss of the US Companies
                  will be apportioned to the period up to and including the date
                  of Completion and the period after the date of Completion by
                  closing the books of the US Companies as of the date of
                  Completion. US Parent and Purchaser will not exercise any
                  option or election (including any election to ratably allocate
                  a tax year's items under United States Treasury
                  Regulation ss.1.1502-76(b)(2)(ii)) to allocate tax items in a
                  manner inconsistent with a closing of the books method.

         15.2.2   The US Parent shall have the right to reattribute such net
                  operating loss carryovers and net capital loss carryovers of
                  the US Companies (to the extent that they exist) that do not
                  exceed any loss recognized by US Sellers on the sale of the US
                  Companies that are otherwise disallowed under United States
                  Treasury Regulation ss.1.1502-20(g). At Covenantor's or US
                  Parent's request, Purchaser will cause any of the US Companies
                  and their subsidiaries to join with US Parent or US Seller in
                  filing any necessary elections under United States Treasury
                  Regulation ss.1.1502-20(g).

         15.2.3   The Purchaser agrees to make an election under Code Section
                  1.1502-21(b)(3) to waive the carryback period and to only
                  carryforward any net operating losses incurred by the US
                  Companies for any tax period after the date of Completion.

         15.2.4   The Purchaser shall be liable for and pay any and all transfer
                  taxes arising in connection with the transfer of the US Shares
                  and shall indemnify, defend and hold Covenantor and US Seller
                  harmless against any and all such transfer taxes.

16.      WITHHOLDING TAX

16.1     For the purposes of clauses 16.3 and 16.4, "Amount X" shall be
         C$581,067, being an amount of withholding tax that Hyprotech Limited
         has paid to the Canadian tax authorities prior to Completion as a
         result of payments made by Hyprotech Limited to the Covenantor on or
         prior to Completion where such withholding was not made by Hyprotech
         Limited in respect of and at the time of such payments (more
         particularly described in paragraph 22.1 of the Disclosure Letter).

16.2     For the purposes of clauses 16.3 and 16.4, "Amount Y" shall be the
         amount equal to the amount of any withholding tax that is paid by the
         Covenantor to the UK Inland Revenue in respect of any payment made by
         the Covenantor to Hyprotech Limited on or prior to Completion where
         such withholding was not made by the Covenantor in respect of and at
         the time of such payment.

16.3     In the event that Amount X exceeds Amount Y, the excess of Amount X
         over Amount Y shall be paid from the Covenantor to Hyprotech Limited
         within 5 Business days of the determination of Amount Y.

                                      110
<PAGE>
16.5     In the event that Amount Y exceeds Amount X, the excess of Amount Y
         over Amount X shall be paid from Hyprotech Limited to the Covenantor
         PROVIDED THAT Hyprotech Limited shall only make payment under this
         clause as and when, and to the extent that, either:

         16.5.1   it receives a repayment of withholding tax from the UK Inland
                  Revenue which has been paid to the UK Inland Revenue by the
                  Covenantor in respect of any payment that falls within clause
                  16.2, or

         16.5.2   an Actual Liability to Taxation of Hyprotech Limited is
                  reduced or eliminated (or would have been reduced or
                  eliminated but for any cessation of the business of Hyprotech
                  Limited) by virtue of the withholding tax paid by the
                  Covenantor to the UK Inland Revenue being allowed by the
                  Canadian tax authorities as a deduction or credit against such
                  Actual Liability to Taxation (assuming for this purpose that,
                  to the extent that Hyprotech Limited is entitled at its own
                  discretion to use such deduction or credit (on the one hand)
                  or another Relief (on the other hand), such deduction or
                  credit is used in priority to such other Relief),

         and PROVIDED FURTHER THAT no payment shall be made from Hyprotech
         Limited to the Covenantor to the extent that the excess of Amount Y
         over Amount X exceeds (pound)350,000.

16.5     For the purposes of clause 16.4 above, the Purchaser will procure that
         Hyprotech Limited will make all reasonable efforts to ensure that
         credit or repayment is received from the Canadian Tax Authorities or
         the UK Inland Revenue (as the case may be).

16.6     For the avoidance of doubt, this clause 16 shall be with out prejudice
         to any right of the Purchaser to recover any amount in respect of
         withholding tax payable by Hyprotech Limited (or interest or penalties
         in relation thereto) pursuant to clause 3 of this Deed.

17.      GENERAL

17.1     Clauses 12 (General), 15 (Notices) and 16 (Governing Law) to the
         Agreement shall apply to this deed as if set out herein.

17.2     All payments by the Covenantor under this deed shall be regarded as
         repayments by the Covenantor of the consideration paid by the Purchaser
         for the acquisition of the Shares.

IN WITNESS of which the parties have executed this deed on the date set out
above



                                      111

<PAGE>
SIGNED and delivered as a deed by
AEA TECHNOLOGY PLC acting by
two Directors or a Director and the
Company Secretary:

DIRECTOR
Signature         :
Name              :


DIRECTOR/COMPANY
SECRETARY
Signature         :
Name              :


SIGNED and delivered as a deed by
ASPEN TECHNOLOGY, INC. acting
by:

TITLE
Signature         :
Name              :










                                      112
<PAGE>
                                   SCHEDULE 18







                            [Intentionally Omitted]




















                                       113

<PAGE>
                                   SCHEDULE 19







                            [Intentionally Omitted]




















                                       114


<PAGE>

SIGNED by                                  )

duly authorised for and on behalf of       )

AEA TECHNOLOGY PLC in the presence         )

of:                                        )





Witness signature:

Name:

Address:

Occupation:



SIGNED by  /s/ Mary A. Palermo             )
          ---------------------------------

duly authorised for and on behalf of       )

ASPEN TECHNOLOGY, INC.                     )

in the presence of:                        )



Witness signature: /s/ Cecilia Hamlin
                   ------------------------
Name: Cecilia Hamlin

Address: Ten Canal Park, Cambridge, MA 02141

Occupation: Executive Assistant


                                      115


</TEXT>
</DOCUMENT>
