HTTP TECHNOLOGY INC
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2035496zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

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                                                                    EXHIBIT 10.1

                              SHARE SALE AGREEMENT


THIS AGREEMENT is made the _________ day of January 2001


B E T W E E N:


(1)     NIGHTINGALE TECHNOLOGIES LIMITED (formerly known as The Advanced
        Software Research Laboratory Limited) a Company incorporated in Niue
        (Company Registration No 003632) of Villa 2, Khalydia, 42127 Abu Dhabi,
        United Arab Emirates (hereinafter referred to as "the Vendor" of the one
        part) and

(2)     HTTP TECHNOLOGY INC (formerly known as Internet Holdings Inc) a Delaware
        Corporation who carries on business at 46 Berkeley Square, Mayfair,
        London, W1X 5DB (hereinafter referred to as "the Purchaser") and which
        shall in either case where the context does admit include the agent or
        representatives thereof.

WHEREAS the Vendor owns 100% of the entire issued share capital of a Company
incorporated on 12th July 2000 in England and Wales under the name of
Nightingale Technology Limited (and now called HTTP Insights Limited) (Company
Registration No 4032598) (hereinafter referred to as "the Company")


AND WHEREAS the Company is the owner of all the intellectual property rights in
respect of the Company's development of advanced software applications and
processes making use of its

<PAGE>

proprietary clustering analysis algorithms and wavelets technology is the
proprietor of an application for the Grant of a patent to the European Patent
Office in respect of such technology and is in the course of preparing another
application for the Grant of a Patent in respect of its anti-larsen technology
and intends to file further applications for the grant of a patent in respect of
new applications, processes and improvements to existing technological processes
in respect of which an application for the Grant of a Patent or Patents has been
submitted.


AND WHEREAS the Purchaser is now presently desirous for commercial purposes to
acquire the entire issued share capital of the Company from the Vendor and to
assist the Company with its development, marketing, sale and distribution of all
the products developed by the Company making use of its intellectual property
rights aforesaid.


NOW IT IS HEREBY AGREED AS FOLLOWS:-

1.          The Vendors shall sell and the Purchaser shall purchase the entire
        issued share capital of the company, full particulars of which appear in
        the First Schedule annexed hereto (hereinafter referred to as "the Sale
        Shares") in consideration for the Purchase Consideration set out in
        Clause 2 below and the Sale of the Sale Shares shall be subject to all
        the terms and conditions hereinafter appearing.

2.    (a)         The Purchase Consideration for the Sale Shares shall be
            satisfied by the issue to the Vendor of 15,000,000 (Fifteen Million)
            fully paid ordinary shares in the Company issued the United States
            Securities Act 1933 as amended, such

<PAGE>

            shares to be restricted stock and to bear the appropriate legend in
            the form set out in the Second Schedule annexed hereto ("the
            Consideration Shares").

      (b)         The Consideration Shares shall be issued to the Vendors in the
            proportions and on the happening of the following events:-

            a.    7,500,000 (Seven Million Five Hundred Thousand Shares) upon
                  appropriate validation being provided by Defence Evaluation
                  Research Agency of Room 1005 A8 Building DERA Farnborough,
                  Hampshire, England ("DERA") as to the technical novelty and
                  commercial viability of the Company's proprietary technology

            b.    7,500,000 (Seven Million Five Hundred Thousand Shares) upon
                  either Company's first use of a medical imaging prototype in
                  trials for scanning with third parties or upon appropriate
                  validation being provided by DERA as to the technical novelty
                  and commercial viability of the same, whatever shall be the
                  earlier

            PROVIDED ALWAYS that in respect of sub paragraphs (b) a and (b) b
            above the Company shall cause to be issued to the Vendors the
            consideration shares within 72 hours of the happening of the
            aforementioned events (or if for any reason this period shall form a
            bank holiday or weekend, on the first available business day
            thereafter)

<PAGE>

3.      The sale of the Sale Shares shall be subject to and conditional on:-

   (a)  The Purchaser making available to the Company a loan facility of
        $15,000,000 USD (Fifteen Million United States Dollars) to fund working
        capital and repayment of the Company's debts including in part a debt
        owed by the Company to the Vendor.

   (b)  The Purchaser shall obtain the prior written consent of the Inventor, Dr
        Sabbir Ahmed Rahman ("Dr Rahman") and Mr Stephen Forsyth (acting on
        behalf of the Vendor) to any proposed development of the proprietary
        technology for all military applications that are considered by Dr
        Rahman and Mr Forsyth in their absolute discretion to be of an offensive
        nature (that is to say, used for the purposes of attack as opposed to
        Defence) and in every instance so as to avoid doubt the Purchaser does
        hereby undertake to submit first to Dr Rahman and Mr Forsyth full and
        sufficient details of all proposed military applications that the
        Company intends to develop.

   (c)  The Company shall enter into a new service Contract with Dr Rahman for a
        term of three years from the 1st December 2000 on the same terms and
        conditions as those appearing in a Service Contract dated 12th June 2000
        between Nightingale Technologies Limited (a Company incorporated in Niue
        but at the time having its place of business in Gibraltar) and Dr
        Rahman, appointing Dr Rahman to be the

<PAGE>

        Company's Director of Development (a copy of such Service Contract being
        annexed hereto and comprising the Third Schedule hereof).

   (d)  Upon completion of this Share Sale Agreement the Vendor shall have the
        right to appoint up to two persons to sit on the Board of Directors of
        the Purchaser.

   (e)  The Purchaser shall and does hereby grant Observer status to the
        Vendor's representative, Mr Stephen Forsyth to enable Mr Forsyth to
        attend all Board Meetings and to be provided with all information
        pertinent to the management and affairs of the Company and does hereby
        appoint Mr Forsyth to act as a Consultant to the Vendor to assist the
        Vendor in the development of the Company's business and products
        including negotiations for and with suitable Joint Venture partners and
        for the marketing, sale and distribution of the Company's products and
        in relation to its business and affairs generally PROVIDED ALWAYS THAT
        upon the Vendor appointing one or more persons to act as Directors of
        the Company pursuant to the immediately preceding sub-paragraph (d)
        aforesaid then the Vendor shall no longer be entitled to rely upon such
        Observer rights but the Purchaser may, at its option, continue with the
        Consultancy arrangements with Mr Forsyth. It is agreed and accepted by
        the Purchaser that Mr Forsyth shall have the option of appointing an
        alternative Observer to act in his place from time to time when he would
        not otherwise by available to attend Board Meetings of the Purchaser.

<PAGE>

   (f)  The Vendor does hereby agree warrant and declare that it will not in any
        circumstances enter into any research or development or make
        arrangements for the marketing or sale whether directly or indirectly in
        respect of any applications or products that shall directly compete with
        any of the processes, applications and/or products derived from the
        intellectual property rights of the Company originally assigned by the
        Vendor to the Company (except for any such rights that are or which may
        come into the public domain).

4.      The Vendor does hereby warrant that it has a good free and unencumbered
      title to the Sale Shares and as at the date of their delivery to the
      Purchaser the same shall be unencumbered and capable of being transferred
      to the Purchaser and duly registered in the Purchaser's name or as they
      shall direct.

5.      Completion shall take place contemporaneously with the execution of this
      agreement and shall be subject to and conditional on the Consideration
      Shares having first been allocated in the name of the Vendor and then held
      in an escrow account with the Purchaser's Solicitors or as the parties
      hereto shall otherwise agree (and evidence in writing) pending their
      release in accordance with the provisions of Clause 2(a) above and the
      Vendor shall cause to be delivered to Purchaser the Share Certificates in
      respect of the Sale Shares or make such other arrangements as the parties
      hereto may have agreed for their safe delivery to the Purchaser.

VENDOR'S WARRANTIES

<PAGE>

6. (a)  ORGANISATION. The Vendor is a corporation duly formed, validly existing
        and in good standing under the laws of Niue.

   (b)  AUTHORISATION. The Vendor has all necessary power and authority to enter
        into, execute and deliver this Agreement and to perform all of the
        obligations to be performed by it hereunder. This Agreement has been
        duly authorised, executed and delivered by the Vendor and constitutes
        its valid and binding obligation, enforceable against it in accordance
        with its terms.

   (c)  VALIDITY. Neither the execution and delivery of this Agreement nor the
        performance or consummation of the transactions contemplated hereby will
        conflict with, result in a breach or violation of, constitute a default
        under, or accelerate the performance provided by the terms of:

        (i)       any law, any rule or regulation of any government or any
               agency of any government, or any judgment, order, writ, decree,
               permit or license of any court or other agency of any government
               to which the Vendor may be subject;

        (ii)      this Share Sale Agreement or any other contract, agreement,
               commitment or instrument to which the Vendor is a party or by
               which it or any of its assets is bound or committed; or

<PAGE>

        (iii)     the Vendor constituent charter documents or other governing
               instruments.

            Neither the execution and delivery of this Agreement nor the
            performance or consummation of the transactions contemplated hereby
            will constitute an event which, with the lapse of time or action by
            a third party, could result in the default under any of the
            foregoing or result in the creation of any Lien upon the sale
            shares. Other than the registrations, filings, consents and
            approvals that have been made or obtained, the execution and
            delivery of this Agreement and the performance and consummation of
            the transactions contemplated hereby will not require any
            registration, filing consent or approval under any such law, rule,
            regulation, judgment, order, writ, decree, permit or license or
            consent or approval of any other party or other contract, agreement,
            commitment or instrument.

   (d)         OWNERSHIP OF SALE SHARES. The Vendor owns all right, title and
            interest (legal and beneficial) in and to the Sale Shares identified
            as being owned by the Vendor free and clear of all Liens.

   (e)         CAPITAL CONTRIBUTIONS. The Vendor has not:-


            (i)       received or been notified that it is entitled to receive
                  any payments of interest, dividends or capital
                  distributions,

<PAGE>

            (ii)      made or been notified that it is entitled to or obligated
                  to make any Capital Contribution. The Vendor has no obligation
                  pursuant to any letter of credit, guarantee, pledge,
                  hypothecation, borrowing or other similar arrangement in
                  connection with the acquisition of any of the Sale Shares or
                  any transaction with any third party.

   (f)         CERTAIN CONDUCT. The Vendor has not, except with the prior
            acknowledgement and approval by the Purchaser,


            (i)       sold, assigned, transferred, delivered or otherwise
                  disposed of any of the Sale Shares,


            (ii)  converted, exchanged or redeemed any of the Sale Shares,


            (iii) forgiven, released, compromised or demanded payment of any
                  indebtedness owed to it by the Company other than upon full
                  payment thereof

            (iv)  amended, cancelled or terminated any Agreement with the
                  Company or entered into any new Company Agreement

            (v)   waived, amended, cancelled, terminated, exercised or failed to
                  exercise any of the material Sale Share rights,

<PAGE>

            (vi)  created or permitted to exist any Lien on any of the Sale
                  Shares, or

            (vii) agreed to do any of the foregoing

   (g)         COMPLETENESS OF DOCUMENTS. The Vendor or the Company have
            furnished the Purchaser with, or have made available to the
            Purchaser, accurate and complete copies of all material documents of
            which the Vendor has knowledge, after due inquiry, evidencing the
            Sale Shares and other agreements and documents relating to the
            Company Sale Shares, the business and affairs of the Company, its
            capital structure, accounts, business plans and generally any part
            thereof, including all amendments thereto and such further or other
            documentation requested by the Purchaser and provided to the
            Purchaser by the Company (or any third party acting on the Company's
            behalf).

   (h)      LITIGATION.  There is no:-


            (i)   action, suit, claim, proceeding or investigation pending or
                  threatened against the Vendor, at law or in equity, or before
                  or by any federal, state, municipal or other government
                  department, commission, board, bureau agency or
                  instrumentality, domestic or foreign,


            (ii)  arbitration proceeding relating to the Vendor pending, or

<PAGE>

            (iii) governmental inquiry pending or threatened against the Vendor,
                  which, if adversely determined, would question the validity of
                  or prevent the consummation of the transactions contemplated
                  by this Agreement or materially and adversely affect any of
                  the Sale Shares.

   (i)  ACCURACY OF INFORMATION. To the Vendor's knowledge, neither this
        Agreement or any of the transactions contemplated hereby contains an
        untrue statement of a material fact or omits to state a material fact
        necessary to make the statements made, in the light of the circumstances
        under which they are made, not misleading, or contains a statement which
        is misleading.



   (j)  SOLVENCY. The Vendor has assets which are in excess of its liabilities
        and has the financial resources to meet any and all of its obligations
        owed to third parties as they become due and is not insolvent under any
        laws to which it is subject as such laws relate to bankruptcy,
        insolvency, the exercise of the creditor's rights, the appointment of
        trustees or receivers, or other similar laws.



   (k)  SECURITIES ACT REPRESENTATIONS. The Vendor is not an affiliate,
        underwriter, issuer or dealer, as such terms are defined in the U.S.
        Securities Act of 1933, as amended, of the Company.



PURCHASERS WARRANTIES


7.    The Purchaser, for and on its own behalf, hereby represents and warrants
      to the Vendor as follows:-



      (a)   ORGANISATION.  The Purchaser is a corporation duly formed, validly
            existing and in good standing under the laws of Delaware.



      (b)   AUTHORISATION. The Purchaser has all necessary power and authority
            to enter into, execute and deliver this Agreement and to perform all
            of the obligations to be performed by it hereunder. This Agreement
            has been duly authorised, executed and delivered by the Purchaser
            and constitutes its valid and binding obligation, enforceable
            against the Purchaser in accordance with its terms.

<PAGE>

      (c)   VALIDITY. Neither the execution and delivery of this Agreement nor
            the performance or consummation of the transactions contemplated
            hereby will conflict with, result in a breach or violation of,
            constitute a default under, or accelerate the performance provided
            by the terms of:-



            (i)   any law, any rule or regulation of any government or any
                  agency of any government or any judgment, order, writ, decree,
                  permit or license of any court or other agency of any
                  government to which the Purchaser may be subject;



            (ii)  any contract, agreement, commitment or instrument to which the
                  Purchaser is a party or by which the Purchaser or any of its
                  respective assets is bound or committed; or



            (iii) the Purchasers constituent charter documents or other
                  governing instruments.



   (d)      PURCHASE FOR INVESTMENT. The Sale Shares to be purchased by the
            Purchaser pursuant to this Agreement are being purchased for the
            Purchaser's own account, for investment and not with a view to the
            distribution or resale thereof.



   (e)      ACCURACY OF INFORMATION.  Neither this Agreement nor any matter
            referred to in correspondence passing between the parties
            representatives prior to completion in connection with this
            Agreement or any of the transactions contemplated hereby contains
            an untrue statement of a material fact or omits to state a
            material fact which is necessary to  make the statements made
            complete, in the light of the circumstances under which they are
            made,  and are not misleading, or contains a statement which is
            misleading.



8.    TRANSFER TAXES, FEES AND EXPENSES. The Vendor and the Purchaser shall pay
      their own fees and expenses incurred in connection with the transfer of
      the Sale Shares. For purposes of clarification, the Vendor and the
      Purchaser shall each pay any taxes or transfer fees, stamp duty and other
      levies owed to their own respective taxing authorities as a result of the
      transfer of the Sale Shares.

<PAGE>


9.    CONFIDENTIALITY  All information furnished by the Vendor to the
      Purchaser or by the Purchaser to the Vendor in connection with this
      Agreement and the transactions contemplated hereby, as well as the
      terms, conditions and provisions of this Agreement, including the
      Purchase Consideration and all the Schedules annexed to this Agreement
      shall be kept confidential by the Vendor and the Purchaser and shall be
      used by the Vendor and the Purchaser only in connection with this
      Agreement and the transactions contemplated hereby, except to the
      extent that such information:-


      (a)   which is made available by the Purchaser in respect of its proposed
            sale of the Sale Shares to another party, such other party in turn
            being subject to a Confidentiality Agreement in terms mutatis
            mutandis to those contained in this agreement.



      (b)   is already known by the party to whom the information is disclosed
            or in the public domain at the time the information is disclosed



      (c)   thereafter becomes lawfully obtainable from other sources,



      (d)   is required to be disclosed in any document to be filed with any
            federal, state, municipal or other governmental department,
            commission, board, bureau, agency or instrumentality, domestic or
            foreign, or



      (e)   is required to be disclosed under laws or regulations applicable to
            the Vendor and the Purchaser (including notice of the transactions
            contemplated hereby given pursuant to rules and regulations of the
            Securities and Exchange Commission of the United States (SEC) or
            National Association of Securities Dealers (NASD) or by Court
            Order). Notwithstanding the foregoing, the Vendor and the Purchaser
            may disclose such information to their partners, directors,
            officers, advisors, trustees, investors and representatives provided
            that such persons shall be informed of the confidential nature of
            such information and shall be obliged to keep such information
            confidential pursuant to the terms of this Section.


CONDITIONS OF COMPLETION

<PAGE>


10.   CONDITIONS APPLICABLE TO THE PURCHASER. The obligations of the Purchaser
      under this Agreement to consummate the transactions contemplated by this
      Agreement at Completion are, at its option, subject to the following
      conditions:

      a.    TRANSFER OF SHARES. The Vendor shall have transferred the Sale
            Shares to the Purchaser as directed by the Purchaser in
            consideration for the Consideration Shares subject to their release
            in accordance with Clause 2(a) above mentioned.

      b.    PERFORMANCE OF THIS AGREEMENT. All the terms, covenants and
            conditions of this Agreement to be complied with and performed by
            the Vendor at or before Completion shall have been fully complied
            with and performed in all material respects.

      c.    ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
            warranties of the Vendor set forth in this Agreement shall be true
            and correct in all material respects both on the date of this
            Agreement and as of the Completion Date (with the same force and
            effect as if such representations and warranties were made anew at
            and as of the Completion Date, except:-


            (i)   to the extent that such representations and warranties are by
                  their express provisions made as of the date of this Agreement
                  or another specified date and,



            (ii)  for the effect of any activities or transactions which may
                  have taken place after the date of this Agreement which are
                  contemplated by this Agreement.

<PAGE>


      d.    LITIGATION. No action, suit, litigation, proceeding or investigation
            shall :-

            (i)   have been formally instituted and be pending with regard to
                  the transactions contemplated by this Agreement, or

            (ii)  be threatened with regard to the transactions contemplated by
                  this Agreement.

            On the Completion Date there shall not be in force any injunction,
            order or decree restricting or enjoining consummation of the
            transactions contemplated by this Agreement.

      e.    DUE DILIGENCE. The Purchaser shall have completed its due diligence
            examinations in connection with the transaction contemplated by this
            Agreement, including, but not limited to, examinations with respect
            to the Company and no fact or circumstance shall have come to the
            attention of the Purchaser which in the good faith judgment of the
            Purchaser constitutes or would constitute a material breach of any
            covenant of the Vendor hereunder or constitute or reflect any
            material inaccuracy in or breach of any representation and warranty
            made or to be made by the Vendor in connection with this Agreement.

<PAGE>

      f.    PAYMENT OF PURCHASE PRICE. The Purchaser shall have completed in
            accordance with the provisions of Clauses 2(a) and 5 above.

      g.    PERFORMANCE OF THIS AGREEMENT. All other terms, covenants and
            conditions of this Agreement to be complied with and performed by
            the Purchaser at or before Completion shall have been fully complied
            with and performed in all material respects.

      h.    ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
            warranties of the Purchaser set forth in this Agreement shall have
            been true and correct in all material respects both on the date of
            this Agreement and as of the Closing Date with the same force and
            effect as if such representations and warranties were made anew at
            and as of the Closing Date, except:

            (i)   to the extent that such representations and warranties are by
                  their express provisions made as of the date of this Agreement
                  or another specified date, and

            (ii)  for the effect of any activities or transactions which may
                  have taken place after the date of this Agreement which are
                  contemplated by this Agreement.


INDEMNIFICATION

<PAGE>

11.   The Vendor hereby agrees to defend, indemnify and hold harmless to the
      Purchaser from and against any damage, liability, loss, cost or expense
      (including reasonable attorney's fees) occasioned or caused by, resulting
      from or arising out of:-

      (i)   any failure by the Vendor or the Company to perform any of its
            covenants or obligations as set forth in this Agreement or in any
            certificate or instrument delivered pursuant to this Agreement;

      (ii)  any inaccuracy in or breach of the representations or warranties of
            the Vendor set forth in this Agreement; and

      (iii) any and all actions, suits, litigations, arbitrations, proceedings,
            investigations or claims arising out of any of the foregoing or out
            of facts that have occurred on or prior to the Completion Date even
            though such proceedings or claim may not be filed or come to light
            until after the Completion Date ("the "Purchaser's Damages");
            provided always that in respect of all matters upon which the
            Purchaser may seek to place reliance for the purpose of the Vendor
            affording to them indemnification that all such matters should
            reasonably have been within the knowledge of the Vendor or should
            have been known by the Vendor upon the Vendor's making reasonable
            inquiry, but not otherwise.

12.   INDEMNIFICATION BY THE PURCHASER. The Purchaser does hereby agree to
      defend indemnify and hold harmless the Vendor from and against any damage,
      liability, loss,

<PAGE>

      cost or expense (including reasonable attorney's fees) occasioned or
      caused by, resulting from or arising out of:-

      (i)   any failure by the Purchaser to perform any of its covenants or
            obligations as set forth in this Agreement or to deliver any
            certificate or instrument in respect of the Consideration Shares
            required to be delivered pursuant to the provisions of Clause 2(b)
            of this Agreement;

      (ii)  any inaccuracy in or breach of any of the representations or
            warranties of the Purchaser set forth in this Agreement; and

      (iii) any and all actions, suits, litigations, arbitrations, proceedings,
            investigations or claims arising out of any of the foregoing or out
            of facts that have occurred on or prior to the Completion Date even
            though such proceeding or claim may not be tried or come to light
            until after the Completion Date ("the Vendor's Damages"); provided
            always that in respect of all matters upon which the Vendor may seek
            to place reliance for the purpose of the Purchaser affording to it
            indemnification that all such matters should reasonably have been
            within the knowledge of the Purchaser or should have been known by
            the Purchaser upon making reasonable enquiry, but not otherwise.


13.   INDEMNIFICATION PROCEDURE. Each party which may request indemnification
      under this Agreement agrees to give any party from which it may request
      indemnification under this

<PAGE>

      Agreement prompt notice of any event or any written claim by a third
      party, of which it obtains knowledge, which could give rise to any damage,
      liability, loss, cost or expense as to which it may request
      indemnification under this Agreement, and, in the case of such third
      party, claims or assertions, each party which may request indemnification
      under this Agreement at the expense of the indemnifying party will
      co-operate with the indemnifying party in determining the validity of any
      such claim or assertion. In connection with any such third party claim if
      the indemnifying party shall have acknowledged in writing its obligation
      to indemnify in respect of such claim which might give rise to a claim for
      indemnity hereunder, the indemnifying party may select Counsel to direct
      the Defence of such third party claim, which Counsel shall be reasonably
      satisfactory to the indemnified party. The indemnifying party shall
      arrange for such Counsel to inform the indemnified party on a regular
      basis of the status of such case. The indemnified party may, at its
      election and expense participate in the Defence of such third party claim.
      The indemnifying party shall not settle any such claim without the consent
      of the indemnified party if any relief, other than the payment of money
      damages, would be granted by such settlement or if the indemnified party
      would be liable to the third party for the amount of such settlement.

14.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
      warranties of the parties to this Agreement shall survive for a period of
      two years following the date of completion of the transaction hereby
      contemplated. Any investigation or other examination that may have been
      made or may be made at any time by or on behalf of the party to whom
      representations and warranties are made shall not limit, diminish or in
      any

<PAGE>

      way affect the representations and warranties in this Agreement
      irrespective of any information obtained by them by any investigation,
      examination or otherwise.


GENERAL

15.   Any notice required or permitted to be given by either party to the other
      under these Conditions shall be in Writing addressed to that other party
      at its registered office or principal place of business or last known
      address or such other address as may at the relevant time have been
      notified pursuant to this provision to the party giving the notice.

16.   No waiver by either party of any breach of this Agreement shall be
      considered as a waiver of any subsequent breach of the same or any other
      provision.

17.   If any provision of these Conditions is held by any competent authority to
      be invalid or unenforceable in whole or in part the validity of the other
      provisions of these Conditions and the remainder of the provision in
      question shall not be affected thereby.

18.   This Agreement and these Conditions shall be governed by the laws of
      England and Wales and the parties consent to the exclusive jurisdiction of
      the English Courts in all matters regarding this Agreement and these
      Conditions.

19.   Unless the context otherwise requires, words importing one gender include
      all other genders and words importing the singular include the plural and
      vice versa. The

<PAGE>

      Headings incorporated into this agreement are solely for the purpose of
      identification only and each clause contained herein shall be construed by
      reference to the meaning of the wording used.

CONTINUING DISPUTES ARBITRATION

20.   In the event of there being any dispute that has not been resolved between
      the parties hereto then in the continued absence of agreement (which for
      this purpose shall be deemed conclusive if either the Seller or the
      Purchaser should serve a notice on the other calling for the dispute to be
      arbitrated upon) the matter shall be referred to arbitration. Such dispute
      shall be determined by a single Arbitrator to be agreed upon by the
      parties but in default of such agreement shall be nominated on the
      application of either party by the President of the Law Society of England
      and Wales or other reasonable arbitration agreed upon by the parties
      hereto acting in good faith and in accordance with and subject to the
      provisions of any applicable legislation providing for arbitration for the
      time being in force. Upon every such reference the arbitrator shall have
      power to take the opinion of Counsel as he may think fit and to act upon
      any opinion so taken and to obtain the assistance of such accountants or a
      valuer or other experts as he may think fit and to act upon any statement
      of accounts, valuation or expert assistance so obtained.

CANCELLATION

21.   This agreement shall not be varied or cancelled unless such variation or
      cancellation shall be expressly agreed in writing by the parties hereto.


CONTINUING EFFECT OF AGREEMENT

<PAGE>


22.   If any of the provisions of this agreement is found by an arbitrator,
      court or   other competent authority to be void or unenforceable such
      provision shall be deemed to be deleted from this agreement and the
      remaining provisions of this agreement shall remain in full  force and
      effect. Notwithstanding the foregoing the parties hereto shall
      thereupon negotiate in good faith in order to agree the terms of a
      mutually satisfactory provision to be substituted for the provision so
      found to be void or unenforceable.



NO PARTNERSHIP

23.   Nothing in this agreement shall be deemed to constitute a partnership
      between the parties to this agreement nor constitute any party, the agent
      of the other party or otherwise entitle any party to have authority to
      bind the other party for any purpose.

CONFIDENTIALITY

24.   The parties hereto (save as otherwise provided in this Agreement in Clause
      9 above) shall keep all the terms and conditions of this Agreement and
      anything relating thereto in the strictest of confidence and shall not
      divulge any of the same to any third party save with the prior written
      consent of the other party first being obtained. This strict duty of
      confidentiality shall continue and remain in full force and effect
      notwithstanding the fulfilment of all the other terms and conditions
      hereof.

<PAGE>

IN WITNESS whereof the parties hereto have hereunder affixed their hands the day
and year first aforementioned:-


Signed by a duly authorised
representative for and on behalf                    /s/ A.D. GARRETT
of the Vendor                                       ----------------------------

Signed by a duly authorised representative          /s/ STEFAN ALLESCH-TAYLOR
for and on behalf of the Purchaser                  ----------------------------

                                                    /s/ JASON E. FORSYTH
                                                    ----------------------------

<PAGE>

                                 THE FIRST SCHEDULE


100 Shares of 1 (Pound) each


<PAGE>

                                THE SECOND SCHEDULE

     The Shares represented by this Certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for investment
and may not be offered or sold or otherwise transferred in the absence of an
effective Registration Statement for the shares under the Securities Act of
1933, or a prior opinion of Counsel satisfactory to the issuer, that
registration is not required under the Act.


<PAGE>

                                 THE THIRD SCHEDULE


</TEXT>
</DOCUMENT>
