ALLIED HEALTHCARE INTERNATIONAL INC
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.4


                AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

     THIS Amendment No. 1 (this "Amendment"), dated July 25, 2002 to the
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated December 17, 1999, is
entered into by and among Allied Healthcare Group Limited, formerly known as
Transworld Holdings (UK) Limited, a company incorporated in England and Wales
with registered number 3890177 ("UK Parent"), Transworld Healthcare (UK)
Limited, a company incorporated in England and Wales with registered number
3370146 and a wholly-owned subsidiary of UK Parent ("TW UK"), each of the
Purchasers and Allied Healthcare International Inc. (f/k/a Transworld
Healthcare, Inc.), a New York corporation and sole shareholder of UK Parent
("Transworld"). Transworld, UK Parent and TW UK are hereinafter referred to
collectively as the "Corporate Group." All capitalized terms which are used but
otherwise defined herein shall have meanings specified in the Agreement.

                               W I T N E S S E T H
                               - - - - - - - - - -

     WHEREAS, on December 17, 1999, the parties hereto entered into the
Agreement, pursuant to which (i) UK Parent issued and the Purchasers subscribed
for the Subordinated Notes; (ii) TW UK issued and the Purchasers subscribed for
the Warrants; (iii) TW UK issued and UK Parent subscribed for the Mirror Notes;
and (iv) TW UK issued and the Purchasers' Representative subscribed for a
Special Share of TW UK;

     WHEREAS, as of the date hereof, Transworld has approved the reorganization
of the Corporate Group, pursuant to which TW UK shall become a wholly-owned
subsidiary of UK Parent, which is and shall remain a wholly-owned subsidiary of
Transworld (the "Reorganization") in accordance with that certain Master
Reorganization Agreement, dated as of April 24, 2002 by and among the Corporate
Group and the Investors named therein (as subsequently amended, the "Master
Reorganization Agreement");

     WHEREAS, in connection with the Reorganization, the Warrants issued to the
Purchasers pursuant to the Agreement shall be cancelled and the Mirror Note
between UK Parent and TW UK is to be amended and restated;

     WHEREAS, in connection with the Reorganization, the Purchasers will be
entitled, subject to the terms and conditions of the Master Reorganization
Agreement, to the right to receive shares of TWUS Common Stock and TWUS
Preferred Stock, and UK Parent will issue shares of the Mirror Preferred Stock
to Transworld; and

     WHEREAS, in connection with the Reorganization and cancellation of the
Warrants the parties hereto desire to amend the Agreement to make appropriate
changes thereto to retain certain of the rights, covenants and agreements
originally provided thereon as to be applicable in light of the Reorganization.

     NOW, THEREFORE, each of Transworld, UK Parent and TW UK, in consideration
of the mutual covenants and agreements set forth herein and for other good and
valuable

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consideration, the receipt and sufficiency of which are hereby acknowledged,
agrees with the Purchasers as follows and vice versa:

     1. Amendment to Mirror Notes. Effective hereby, upon the terms and subject
to the conditions herein, the existing Mirror Notes shall be canceled and the
Amended and Restated Mirror Notes, substantially in the form attached hereto as
Exhibit A shall automatically be substituted therewith.

     2. Amendment to Section 1.1. Effective hereby, the following definitions
shall be substituted in their entirety for the same definition in Section 1.1 of
the Agreement:

     "Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling (including, but not limited to, each director
and executive officer of such Person), controlled by or under direct or indirect
common control with such specified Person. A Person shall be deemed to control a
company if such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such company whether
through the ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, in no event shall the initial Purchasers be
considered Affiliates of the Companies (including of Transworld) for purposes of
this Agreement.

     "Companies" means collectively, UK Parent and TW UK considered as a single
enterprise, until a successor replaces UK Parent or TW UK and thereafter
includes the successor or successors, as the case may be provided that, with
respect to Articles XVI and XVIII and Section 14 of this Amendment, "Companies"
shall also include Transworld along with UK Parent and TW UK.

     "Covenant Breach" has the meaning ascribed thereto in Section 17 of the
Certificate of Designations.

     "Credit Facility" means the credit agreement dated as of the date of this
Agreement among the Group Companies named therein, the Banks and the other
lenders, if any, parties thereto from time to time, as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether
with the original lenders or otherwise), refinanced, restructured, or otherwise
modified from time to time.

     "Designated Indebtedness" means: (a) Bank Indebtedness, (b) Mezzanine
Indebtedness or (c) Refinancing Indebtedness with respect thereto.

     "Group Companies" means UK Parent, TW UK and their respective Subsidiaries;
provided, that with respect to Articles XVI and XVIII, "Group Companies" shall
also include Transworld and its respective Subsidiaries.

     "Legal Holiday" means a Saturday, Sunday or a day on which banking
institutions in London, England, or New York, New York are not required to be
open.

     "Liquidity Event" means (i) a sale, assignment, transfer, lease, conveyance
or other disposal of 90% or more of the Capital Shares of any of Transworld, UK
Parent or TW UK to a Person who is not an Institutional Investor or an Affiliate
of an Institutional Investor, including

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by way of scheme of arrangement or other business combination (whether or not
Transworld, UK Parent or TW UK is the Surviving Person), whether in one
transaction or a series of related transactions, (ii) a sale, assignment,
transfer, lease, conveyance or disposal of Property or assets of the Group
Companies representing in the aggregate 90% or more of the total value of all
Group Assets or generating in the aggregate 90% or more of all Group Revenues,
whether voluntary or involuntary, in one transaction or a series of related
transactions, or (iii) an Insolvency Event with respect to Transworld, UK Parent
or TW UK, other than by reason of action taken by or on behalf of the Series A
Director(s) or the Purchasers as a group.

     "Majority in Interest of the Purchasers" or "Majority in Interest" means
the holders of greater than 50% of the sum of (i) all shares of Common Stock
issuable upon conversion of all shares of Series A Preferred Stock that remain
outstanding as of the time of determination and (ii) shares of Common Stock
issued upon conversion of the shares of Series A Preferred Stock; provided,
however, that with respect to clause (ii) only those shares of Common Stock
beneficially owned by the Person who converted the corresponding Series A
Preferred stock (or their Affiliates) shall be included in the calculation of a
Majority in Interest.

     "Mirror Notes" has the meaning ascribed thereto in the recitals hereof; and
shall also refer to the refinanced Mirror Notes issued pursuant to Section 1 of
the Amendment No. 1 to the Agreement.

     "Purchasers" has the meaning ascribed thereto in the introduction hereof,
provided, however, that with respect to any Securities that are Shares of Series
A Preferred Stock, the Purchasers shall include any "holders" thereof, as such
term is defined in the Certificate of Designations.

     "Qualified Average Price" means the Closing Price per Share of Common Stock
as reported by the principal securities exchange on which the Shares of Common
Stock are listed for trading, so long as such exchange is the New York Stock
Exchange, the NASDAQ National Market, the American Stock Exchange or a
Designated Offshore Securities Market, for 30 consecutive Trading Days, provided
that (i) on each one of such Trading Days the Closing Price is equal to or
higher than the minimum price required to achieve a Qualified Public Value if
such price alone was deemed to equal the Qualified Average Price and (ii)
throughout such 30-day period at least 20% of the Ordinary Shares outstanding
are held by Persons who are not Affiliates of Transworld, any Group Company or
any Purchaser and are freely transferable in the public trading market.

     "Qualified Public Value" means a Qualified Average Price such that the
product of such Qualified Average Price times the aggregate number of shares of
Common Stock issued pursuant to or issuable upon conversion of the shares of
Series A Preferred Stock is equal to or greater than 2.5 times the Total
Investment.

     "Redemption Security" has the meaning ascribed thereto in Section 6.3
hereof.

     "Securities" mean, collectively, the Subordinated Notes, the PIK Notes, the
Warrants, the Ordinary Shares issuable upon exercise of the Warrants, the Mirror
Notes, the Mirror PIK Notes, the shares of Series A Preferred Stock and the
shares of the Mirror Preferred Stock.

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     "Transaction Documents" means, collectively, this Agreement (including the
Amendment), the Subordinated Notes, the PIK Notes, the Warrant Instrument, the
Warrants, the Mirror Notes, the Mirror PIK Notes, the Registration Rights
Agreement, the Voting Trust Agreement, the Intercreditor Agreement, the
Transworld Rights Letter, the Purchaser's Rights Letter, the Joinder Agreement,
the Expenses Sharing Letter Agreement, the Certificate of Designations, the
Charter Documents of Transworld, UK Parent and TW UK, the Master Reorganization
Agreement and any and all agreements, certificates, instruments and other
documents contemplated hereby or thereby or executed and delivered in connection
herewith or therewith.

     "Voting Trust Agreement" means the Voting Trust Agreement, dated as of the
date hereof, by and among TW UK, UK Parent, Transworld, the Purchasers'
Representative and the Trustee, as such is amended from time to time.

     3. Amendment to Section 1.1. Effective hereby, the following definitions
shall be added to the defined terms included in Section 1.1 of the Agreement:

     "Certificate of Designations" means Article FIFTH of the Certificate of
Amendment to the Certificate of Incorporation of Allied Healthcare International
Inc. dated June 26, 2002.

     "Closing Date" shall have the meaning ascribed to such term in the Master
Reorganization Agreement.

     "Common Stock" means the common stock, par value $.01 per share, of
Transworld.

     "holders" shall mean the holders of the Series A Preferred Stock, unless
such other meaning is clearly ascribed.

     "Holders Redemption" shall have the meaning set forth in Section 8.1 of
this Agreement.

     "Holders' Redemption Offer" shall have the meaning set forth in Section 8.2
of this Agreement.

     "Holders' Redemption Purchase Date" shall have the meaning set forth in
Section 8.2 of this Agreement.

     "Institutional Investors" means Triumph Partners III, L.P., Triumph III
Investors, L.P., and Paribas.

     "Insolvency Breach" has the meaning ascribed thereto in Section 17(b) of
the Certificate of Designations.

     "Lead Investor" means Triumph Partners III, L.P.

     "Master Reorganization Agreement" has the meaning set forth in Section 12
of the Certificate of Designations.

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     "Mirror Note Redemption Price" has the meaning set forth in Section 12 of
the Certificate of Designations.

     "Mirror PIK Note Redemption Price" has the meaning set forth in Section 12
of the Certificate of Designations.

     "Mirror Preferred Stock" has the meaning set forth in Section 12 of the
Certificate of Designations.

     "Mirror Preferred Stock Preference Amount" has the meaning set forth in
Section 12 of the Certificate of Designations.

     "Mirror Preferred Stock Purchase Price" has the meaning set forth in
Section 12 of the Certificate of Designations.

     "Series A Preferred Stock" has the meaning set forth in Section 12 of the
Certificate of Designations.

     "Series A Director" has the meaning set forth in Section 3(a) of the
Certificate of Designations.

     "Series A Preference amount" has the meaning set forth in Section 4(a) of
the Certificate Designations.

     "Series A Purchase Price" shall have the meaning set forth in Section 8(a)
of the Certificate of Designations.

     4. Amendment to Section 4.22(c). Effective hereby, the following paragraph
shall be substituted in its entirety for Sections 4.22(c) of the Agreement:

         (c) TW UK shall be under no liability with respect to any claim under
this Article IV unless and until the aggregate amount of all claims against TW
UK exceed (pound)250,000, but if liability exceeds that figure then all claims,
including claims previously notified, shall accrue against TW UK. The aggregate
liability of TW UK with respect to all claims under this Article IV shall not
exceed (pound)22.0 million, plus all outstanding and accrued interest on the
Subordinated Notes and the PIK Notes and accrued dividends (whether or not
declared or paid) on the shares of Series A Preferred Stock.

     5. Amendment to Article VI. Effective hereby, the following shall be
substituted in its entirety for Article VI of the Agreement: Intentionally
Omitted.

     6. Amendment to Article VII. Effective hereby, the following shall be
substituted in its entirety for Article VII of the Agreement: Intentionally
Omitted

     7. Amendment to Article VIII. Effective hereby, the following shall be
substituted in its entirety for Article VIII of the Agreement:

                                  ARTICLE VIII

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               REDEMPTION OF TRANSWORLD SERIES A PREFERRED STOCK

         8.1 Redemption of Transworld Series A Preferred Stock. The Series A
     Preferred Stock, subject to the terms of the Intercreditor Agreement, shall
     be subject to purchase and Redemption by Transworld, in whole or in part,
     at the Series A Purchase Price, at the option of a Majority in Interest of
     the Purchasers ("Holders' Redemption") upon and after the occurrence of a
     Redemption Event; provided, however, that the Holders' Redemption cannot be
     exercised on more than three (3) separate occasions or for an aggregate
     Series A Purchase Price equal to less than (i) (pound)5.0 million on any
     occasion or (ii) 100% of the remaining shares of Series A Preferred Stock
     outstanding at the time if exercise of the Holders' Redemption would result
     in less than (pound)5.0 million of Original Issue Price being owed with
     respect to all remaining outstanding shares of Series A Preferred Stock in
     the aggregate. In such event UK Parent shall be required to redeem, subject
     to the limitations of Section 8.5, the shares of the Mirror Preferred Stock
     in the manner provided in Section 8.3 hereof and TW UK shall be required to
     redeem, subject to the limitations of Section 8.5, the Mirror Notes and
     Mirror PIK Notes in the manner provided in Section 8.3 hereof. The date on
     which such Redemption Event occurs is referred to as the "Redemption Event
     Trigger Date." A "Redemption Event" shall mean, with respect to the shares
     of Series A Preferred Stock elected to be purchased by the Purchasers, (i)
     any Liquidity Event, or (ii) a date subsequent to the December 17, 2007 if
     the Bank Indebtedness and the Mezzanine Indebtedness have been paid in full
     on or before such date. The "Series A Purchase Price" shall be equal to the
     Series A Preference Amount.

         8.2 Holders' Redemption Offer Procedures. Within five (5) Business Days
     after Transworld becomes aware of the occurrence of a Redemption Event and
     in any event not later than the Redemption Event Trigger Date, Transworld
     shall mail a notice (the "Holders' Redemption Offer") to each of the
     Purchasers notifying them that the shares of Series A Preferred Stock will
     be purchased and redeemed, respectively, at the election of the Purchasers
     in accordance with this Article VIII. If a Majority in Interest of the
     Purchasers elect to exercise their redemption rights pursuant to this
     Article VIII, they shall give notice to Transworld setting forth the number
     of shares of Series A Preferred Stock to be redeemed and the purchase date
     shall be the earlier of (i) a date selected by Transworld, but not later
     than 30 days from the date such notice is given, or (ii) if such notice
     relates to a Liquidity Event and is given prior to the occurrence of the
     Liquidity Event, the date of completion of the Liquidity Event (the
     "Holders' Redemption Purchase Date"). An election to exercise purchase and
     redemption rights pursuant to this Article VIII in connection with a
     Liquidity Event shall in all circumstances be conditional upon the
     completion of the Liquidity Event and no obligation to purchase or redeem,
     as the case may be, shares of Series A Preferred Stock shall arise if the
     Liquidity Event is not completed. In the event a Holders' Redemption is
     exercised with respect to a Liquidity Event, the Purchasers will be
     entitled to withdraw their election to tender the shares of Series A
     Preferred Stock by delivering to Transworld, for receipt not later than the
     close

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     of business on the second Business Day preceding the Holders' Redemption
     Purchase Date, facsimile transmission or letter to that effect. Upon a
     Purchaser's election to tender any shares of Series A Preferred Stock, the
     Purchaser will be required to surrender such shares of Series A Preferred
     Stock to Transworld at the address specified in the signature page hereto
     prior to the close of business on the Business Day preceding the Holders'
     Redemption Purchase Date. On the Holders' Redemption Purchase Date,
     Transworld will purchase the shares of Series A Preferred Stock tendered
     pursuant to Section 8.1 hereof for cash in an amount equal to the aggregate
     Series A Purchase Price for all shares of Series A Preferred Stock tendered
     for purchase. If not all of the shares of Series A Preferred Stock tendered
     pursuant to a Holders' Redemption Offer can be purchased or redeemed,
     respectively, by Transworld for any reason, Transworld shall select, on or
     prior to the Holders' Redemption Purchase Date, the shares of Series A
     Preferred Stock (or portions thereof) shares of Series A Preferred Stock to
     be purchased and redeemed, as the case may be, pro rata among the
     Purchasers and dividends shall continue to accrue on all shares of Series A
     Preferred Stock not redeemed, provided, however, that nothing in this
     Article VIII shall be deemed a waiver or contractual impairment of the
     right of the Purchasers to have all shares of Series A Preferred Stock
     purchased and redeemed in full pursuant to Section 8.1 hereof and
     Transworld shall not be relieved of its obligations to redeem unredeemed
     shares of Series A Preferred Stock in full. Promptly after the Holders'
     Redemption Purchase Date, Transworld shall, with respect to any shares of
     Series A Preferred Stock not purchased or redeemed, respectively, in whole,
     return to the appropriate Purchaser, the unredeemed shares of Series A
     Preferred Stock or a new stock certificate, as the case may be, equal in
     number to the unredeemed portion of the tendered shares of Series A
     Preferred Stock.

         8.3 Mandatory Redemption of Mirror Preferred Stock and Mirror Notes.
     Upon written notice to each of UK Parent and TW UK of Transworld's
     intention to purchase and redeem the shares of Series A Preferred Stock
     pursuant to Sections 8.1 and 8.2 above (which notice Transworld will be
     required to serve as soon as reasonably practicable after notice of
     election is given to Transworld pursuant to Section 8.2), and subject to
     the limitations of Section 8.5, UK Parent shall, immediately prior to such
     purchase and redemption by Transworld, redeem and purchase the Mirror
     Preferred Stock (in accordance with the terms and provisions of the Charter
     Documents of UK Parent). Concurrently, and subject to the limitations of
     Section 8.5, TW UK shall, immediately prior to such purchase and redemption
     of the Mirror Preferred Stock by UK Parent, redeem the Mirror Notes and the
     Mirror PIK Notes. Transworld shall use the funds it receives from such
     redemption of the Mirror Preferred Stock to purchase and redeem the shares
     of Series A Preferred Stock tendered by the Purchasers and accepted for
     redemption by Transworld pursuant to Section 8.2 hereof. UK Parent shall
     use the funds it receives from such redemption of the Mirror Notes to
     purchase and redeem the Mirror Preferred Stock tendered by Transworld
     pursuant to this Section 8.3 and the Charter Documents of UK Parent.

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         8.4 Obligations of UK and TW UK Upon Holders' Redemption. Prior to the
     Holder's Redemption Purchase Date, in connection with a Liquidity Event, UK
     Parent will, and UK Parent shall cause TW UK, in good faith to seek, to
     obtain any required consent of the holders of the Bank Indebtedness and/or
     the Mezzanine Indebtedness the terms of which prohibit Transworld from
     purchasing the Series A Preferred Stock or UK Parent from purchasing the
     Mirror Preferred Stock and/or TW UK from redeeming the Mirror Notes and the
     Mirror PIK Notes, as the case may be, so as to permit the making of the
     Holders' Redemption Offer and the purchasing of the shares of Series A
     Preferred Stock pursuant to Section 8.1, respectively, including repayment
     out of the proceeds of such Liquidity Event of all Obligations under such
     Bank Indebtedness and/or Mezzanine Indebtedness to the extent necessary to
     permit the making of the Holders' Redemption Offer and the purchase of
     shares of Series A Preferred Stock and accompanying purchase of the Mirror
     Preferred Stock, Mirror Notes and Mirror PIK Notes pursuant to Section 8.3
     hereof.

         8.5 Holders' Redemption Prohibited. Subject to compliance with Section
     8.4 hereof, if, at a Holders' Redemption Purchase Date, Transworld is
     prohibited or prevented under Applicable Laws (including lack of surplus
     under the laws of the State of New York) or under any other contractual or
     other arrangement, including, or other legal restriction whatsoever,
     directly or indirectly (which shall be deemed to encompass a similar
     prohibition or prevention with respect to UK Parent's or TW UK's or other
     Transworld Subsidiary's compliance with the provisions of Section 8.3) from
     purchasing all shares of Series A Preferred Stock for which purchase is
     elected hereunder pursuant to the Holders' Redemption, then Transworld
     shall purchase such shares of Series A Preferred Stock, to the extent
     permissible and shall purchase the remaining shares of Series A Preferred
     Stock, as soon as Transworld is not so prohibited. Transworld shall use all
     reasonable endeavors to take such action as shall be necessary or
     appropriate to review and promptly remove any impediment to its ability to
     purchase the shares of Series A Preferred Stock under the circumstances
     contemplated by Section 8.1 hereof (including to cause UK Parent and/or TW
     UK to take substantially similar actions), other than the Credit Agreements
     and the Intercreditor Agreement; provided, however, that this provision
     shall not require the repayment of Designated Indebtedness other then upon
     the occurrence of a Liquidity Event. In the event that Transworld fails for
     any reason to purchase any shares of Series A Preferred Stock for which
     purchase is required pursuant to Section 8.1 hereof , then (i) the
     Purchasers shall have the right to revoke their exercises of the Holders'
     Redemption at any time and (ii) if the Purchasers do not elect to so revoke
     such exercise, during the period from the applicable Holders' Redemption
     Purchase Date through to the date on which such shares of Series A
     Preferred Stock are purchased and redeemed, Transworld shall pay, in
     addition to such amounts due pursuant to exercise of the Holders'
     Redemption, to the Purchasers an amount equal to two percent (2%) per annum
     of the Series A Purchase Price for any of the shares of Series A Preferred
     Stock not purchased hereunder and the shares of Series A Preferred Stock
     which remain outstanding

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     shall continue to accrue dividends at the rate stated in Section 2 of the
     Certificate of Designations, plus two percent (2%) per annum. Nothing in
     this Section 8.5 shall impair or be deemed to limit, modify or affect the
     rights of the Purchasers (unless otherwise restricted, including, without
     limitation, under the Intercreditor Agreement) to pursue any available
     remedy, at law or in equity, to enforce or seek to enforce, in any manner
     whatsoever, Transworld's obligations under this Article VIII, including
     without limitation filing any suit or complaint or seeking to file a suit
     or complaint with any court of competent jurisdiction to obtain injunctive
     or other equitable relief and/or damages arising from a breach of
     Transworld's obligation to purchase the shares of Series A Preferred Stock
     and enforcing any judgment obtained in any such suit in any manner
     available under Applicable Law to judgment creditors in general.

         8.6 Failure of Transworld, UK Parent and TW UK to Honor Holders'
     Redemption. In the event that either Transworld or UK Parent fails to
     perform in full its obligations following the Purchasers' election to
     exercise the Holders' Redemption pursuant to Section 8.1 hereof, and TW UK
     fails to perform its obligations as a guarantor of the obligations of
     Transworld and UK Parent pursuant to Section 8.7 hereof, then a Majority in
     Interest of the Purchasers shall have the right to exercise the Holders'
     Redemption against TW UK to the same extent and with the same effect as
     such exercise against Transworld, and TW UK hereby agrees that it shall be
     fully bound by this Article VIII as if it were Transworld, except that (A)
     to the extent that any deductions and withholdings on account of Taxes are
     required under Applicable Law, or of any Taxes imposed on any Purchaser as
     a result of failure of Transworld to fulfill its obligations under Section
     8.1 hereof, and TW UK to fulfill its obligations under Section 8.7 below
     which would not have been required had no such failure occurred (unless
     such failure was directly attributable to a prohibition against such
     fulfillment by Transworld, UK Parent or TW UK, as the case may be, under
     Applicable Law), the Series A Purchase Price shall be increased, as may be
     necessary, so that after making all such deductions and withholdings and
     taking into account all such Taxes (whether applicable to the original
     redemption price payable or to additional sums payable under this Section
     8.6, and taking into account all Taxes on and arising by reason of the
     payment of additional sums payable under this Section 8.6), the Purchasers
     receive an amount equal to the sum that they would have received had no
     such deductions or withholdings been made or Taxes imposed, (B) the
     Companies shall make required deductions or withholdings, and (C) the
     Companies shall pay the full amount deducted or withheld to the relevant
     taxing or other Governmental Entity.

         8.7 TW UK Guaranty.

               (a) TW UK hereby unconditionally, irrevocably and absolutely
     guarantees payment in full of the obligations of Transworld and UK Parent
     to the Purchasers upon the election of the Purchasers to exercise the
     Holders' Redemption with respect to the shares of Series A Preferred Stock.
     To the extent that Transworld and/or UK Parent defaults on such
     obligations, TW UK shall be

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     absolutely and unconditionally obligated to pay the Series A Purchase
     Price, in immediately available funds in full on the Holders' Redemption
     Purchase Date, and shall not be entitled to set off any claim of any kind
     which Transworld, UK Parent or TW UK may have against anyone whether
     arising under or by reason of this Agreement, the other Transaction
     Documents or for any other reason of any kind. In the event that the
     Purchasers shall not for any reason receive on the Holders' Redemption
     Purchase Date the full payment of the Series A Purchase Price for the
     shares of Series A Preferred Stock being purchased and redeemed, then in
     any proceeding instituted by the Purchasers, no defense by TW UK to its
     obligation to pay the Series A Purchase Price, whether by counterclaim,
     affirmative defense or new matter, that is not also available to Transworld
     with respect to the primary obligation to purchase or redeem the shares of
     Series A Preferred Stock pursuant to the Holders' Redemption, shall be
     interposed or shall be of any force or effect, said defenses being waived
     for purposes of such proceeding.

               (b) Subject to compliance in full with this Article VIII by the
     Purchasers, TW UK waives any and all notice of the creation, renewal,
     extension or accrual of any component of the Series A Purchase Price and
     notice of or proof of reliance by the Purchasers upon this Section 8.7 or
     acceptance of this Section 8.7; the obligation to pay the Series A Purchase
     Price shall conclusively be deemed to have been created, contracted or
     incurred in reliance upon this Section 8.7; and all dealings between
     Transworld, UK Parent or TW UK, on the one hand, and the Purchasers, on the
     other, shall likewise be conclusively presumed to have been had or
     consummated in reliance upon this Section 8.7. TW UK waives diligence,
     presentment, protest, demand for payment and notice of default or
     nonpayment to or upon TW UK with respect to the Series A Purchase Price. TW
     UK's obligations under this Section 8.7 shall be construed as a continuing,
     absolute and unconditional guarantee of payment to pay the Series A
     Purchase Price and shall not be diminished or impaired by (i) any defense,
     set-off or counterclaim (other than a defense of payment) which may at any
     time be available to or be asserted by Transworld, UK Parent or TW UK
     against the Purchasers, or (ii) any other circumstance whatsoever (with or
     without notice to or knowledge of Transworld, UK Parent or TW UK) which
     constitutes, or might be construed to constitute, an equitable or legal
     discharge of Transworld from the obligation to pay the entire Series A
     Purchase Price, or of TW UK under this Section 8.7, upon the occurrence of
     any Insolvency Proceedings or in any other instance.

               (c) This Section 8.7 shall continue to be effective, or be
     reinstated, as the case may be, if at any time payment, or any part
     thereof, of any of the Series A Purchase Price is rescinded or must
     otherwise be restored or returned by the Purchasers upon the occurrence of
     any Insolvency Proceedings relating to Transworld or UK Parent or upon or
     as a result of the appointment of a receiver, intervener or conservator of,
     or trustee or similar officer for, Transworld or UK Parent or any
     substantial part of its property, or otherwise, all as though such payments
     had not been made.

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               (d) Any provision of this Section 8.7 which is prohibited or
     unenforceable in any jurisdiction shall, as to such jurisdiction, be
     ineffective to the extent of such prohibition or unenforceability without
     invalidating the remaining provisions hereof, and any such prohibition or
     unenforceability in any jurisdiction shall not invalidate or render
     unenforceable such provision in any other jurisdiction.

               (e) No failure to exercise, or any delay in exercising, on the
     part of the Purchasers, any right, power or privilege hereunder shall
     operate as a waiver thereof. No single or partial exercise of any right,
     power or privilege hereunder shall preclude any other or further exercise
     thereof or the exercise of any other right, power or privilege. A waiver by
     the Purchasers of any right or remedy hereunder on any one occasion shall
     not be construed as a bar to any right or remedy which the Purchaser would
     otherwise have on any future occasion. The rights and remedies provided in
     this Section 8.7 are cumulative, may be exercised singly or concurrently
     and are not exclusive of any rights or remedies provided by law.

         8.8 Further Action. Subject to the requirements of law, each of
     Transworld and UK Parent (or their successors or assigns or any Person to
     whom they transfer any of their shares in UK Parent or TW UK, respectively)
     shall exercise or direct the exercise of their voting rights (whether at a
     general or extraordinary meeting of shareholders or by consent in lieu of a
     meeting of shareholders) and where appropriate to give effect to such
     matters, shall convene any necessary shareholders meeting, for the purpose
     of passing (and, not revoking) such resolutions as may be required by law
     to approve or authorize any purchase of Securities pursuant to Article VIII
     hereof).

     8. Amendments to Articles IX, X, XI, XII, XIII, XIV and XV. Effective
hereby, the following shall be substituted in its entirety for Articles IX, X,
XI, XII, XIII, XIV and XV of the Agreement: Intentionally Omitted

     9. Amendment to Article XVI. Effective hereby, the following shall be
substituted in its entirety for Article XVI of this Agreement:

                                   ARTICLE XVI

                                   SUCCESSORS

         16.1 Merger or Consolidation.

               (a) The Companies shall not directly or indirectly, by operation
     of law or otherwise (i) be acquired by any other Person; (ii) permit
     substantially all of their assets to be acquired by any other Person
     (including an acquisition of stock of Subsidiaries which in the aggregate
     account for substantially all of Transworld's assets); (iii) consolidate,
     merge, or

                                       11
<PAGE>

     otherwise combine with or into any other Person; (iv) permit any other
     Person to acquire, consolidate, merge, or otherwise combine with or into
     the Companies; (v) permit any other Person to acquire, consolidate, merge,
     or otherwise combine with or into or be consolidated, merged, or otherwise
     combined with or into by, any Subsidiary (in a transaction in which such
     Subsidiary (or successor Person) remains (or becomes) a Subsidiary); or
     (vi) directly or indirectly, transfer, convey, sell, lease or otherwise
     dispose of all or substantially all of the properties and assets of any of
     the Subsidiaries as an entirety or permit any of the Subsidiaries to do any
     of the foregoing (except for the merger, consolidation or other combination
     of any Subsidiary of the Companies with or into, or the disposition of all
     or substantially all of the assets of any Subsidiary of the Companies to,
     the Companies or any Wholly-Owned Subsidiary of the Companies), unless:

               (i) in any such transaction in which the Person acquires by
         transfer, conveyance, consolidations, merger, combination, sale, lease
         or other disposition, as applicable, all or substantially all of the
         properties and assets of the Companies as an entirety (for purposes of
         this Article XVI, "Successor Companies"), such Successor Companies (i)
         shall be a corporation or limited liability company, (ii) shall be
         organized, duly incorporated and validly existing under the laws of the
         United States or England, (iii) shall expressly assume pursuant to the
         terms and conditions of this Agreement, in form reasonably satisfactory
         to a Majority in Interest of the Purchasers, the obligations with
         respect to the shares of Series A Preferred Stock then outstanding, and
         the performance of the covenants and obligations set forth in this
         Agreement and the Certificate of Designation on the part of the
         Companies to be performed or observed or shall agree to such
         alternative obligations, such that, following such assumption and
         agreement, the Purchasers will continue to have the right to achieve
         practical realization of the principal benefits intended to be provided
         to them hereby and thereby, which the Companies understand to include,
         without limitation, (A) the practical realization of the principal
         benefits intended to be provided under the Holders' Redemption as
         provided in Article 8, (B) the covenants as provided in Section 13 of
         the Certificate of Designations and (C) the enforcement against the
         Companies of any Covenant Breach or Insolvency Breach as provided in
         Section 17 of the Certificate of Designations, as nearly as may be, in
         relation to the circumstances of such Successor Companies, and (iv)
         shall take all such action and pass all such resolutions as may be
         necessary to enable it to assume and agree on all such obligations,
         including, without limitation, the obligations with respect to the
         guarantee of the Holders' Redemption and the purchase of shares of
         Series A Preferred Stock under Article VIII hereof;

               (ii) immediately before and after giving effect to such
         transaction, no Covenant Breach or Event of Default shall have occurred
         and be continuing;

                                       12
<PAGE>

               (iii) the Companies have delivered to the Purchasers an Officers'
         Certificate and a written opinion from legal counsel, each stating that
         such consolidation, merger, amalgamation, combination, conveyance,
         transfer, lease or acquisition and, if the assumption of the
         obligations of the Companies under this Agreement or the Certificate of
         Designations is required in connection with such transaction, such
         documents effecting such assumption, complies with this Article XVI and
         that all conditions precedent herein for relating to such transaction
         have been complied with and satisfied.

               (b) For purposes of the foregoing, the transfer (by lease,
     assignment, sale or otherwise), in a single transaction or series of
     transactions, of all or substantially all of the properties and assets of
     one or more Subsidiaries, the Capital Shares of which constitutes all or
     substantially all of the properties and assets of the Companies, shall be
     deemed to be the transfer of all or substantially all of the properties and
     assets of the Companies.

         16.2 Surviving Person Substituted. Upon any acquisition, disposal,
     consolidation, merger or other combination, or any transfer of assets in
     accordance with Section 16.1, the Surviving Person (if other than the
     Companies) following such transaction or formed by such consolidation or
     into which the Companies are merged or otherwise combined or to which such
     transfer is made shall succeed to, and be substituted for, and may exercise
     every right and power of, the Companies under this Agreement and the
     Certificate of Designations with the same effect as if such Surviving
     Person had been named as the Companies herein. When, and only when, a
     Successor Company assumes all of the obligations of the Companies hereunder
     and under the Securities and agrees to be bound hereby and thereby, the
     predecessor shall be released from such obligations.

     10. Amendment to Article XVII. Effective hereby, the following shall be
substituted in its entirety for Article XVII of the Agreement: Intentionally
Omitted.

     11. Amendment to Article XVIII. Effective hereby, the following shall be
substituted in its entirety for Article XVIII of the Agreement:

                                  ARTICLE XVIII

                                   AMENDMENTS

         18.1 Amendments and Supplements Requiring Consent of Purchasers; Other
     Consents.

               (a) Except as otherwise provided in Section 18.1(b) or 18.1(c)
     hereof, as applicable, this Agreement and the Securities may be amended or
     supplemented with the written consent of, and any existing Covenant Breach
     or Event of Default or compliance with any provision of this Agreement or
     the

                                       13
<PAGE>

     Securities may be waived only with the affirmative vote at a meeting, or
     the written consent of, a Majority in Interest of Purchasers.

               (b) Without the consent of every affected Purchaser who is a
     registered owner of shares of Series A Preferred Stock with an aggregate
     Original Issue Price of (pound)500,000 or more, no amendment, supplement or
     waiver to this Agreement shall: (i) reduce the Original Issue Price,
     principal amount or value of the Series A Preferred Stock, the Mirror
     Preferred Stock, the Mirror Notes or the Mirror PIK Notes; (ii) reduce the
     number of shares of Common Stock issuable upon conversion of any shares of
     Series A Preferred Stock (except pursuant to adjustment provisions as
     provided therein), change the fixed maturity of any Mirror Note or Mirror
     PIK Note or alter the provisions with respect to the redemption of the
     Series A Preferred Stock, the Mirror Preferred Stock, the Mirror Note or
     Mirror PIK Note in a manner adverse to the Purchasers; (iii) reduce the
     rate of or change the time for payment of dividends or interest on any
     shares of Series A Preferred Stock, the Mirror Preferred Stock, Mirror Note
     or the Mirror PIK Notes; (iv) waive a Covenant Breach or Event of Default
     in the payment of principal of, or interest on, any shares of Series A
     Preferred Stock, the Mirror Preferred Stock, or Mirror Note or the Mirror
     PIK Note or on the payment of the Series A Purchase Price or Series A
     Preference Amount, or the Mirror Preferred Stock Purchase Price or the
     Mirror Preferred Stock Preference Amount or the Mirror Note Redemption
     Price or the Mirror PIK Note Redemption Price (except that a Majority in
     Interest of the Purchasers may (A) rescind an Acceleration that resulted
     from a non-payment default, and (B) waive the payment default that resulted
     from such Acceleration); (v) make any share of Series A Preferred Stock or
     Mirror Preferred Stock or Mirror Note or Mirror PIK Notes payable in
     consideration other than that stated in the Certificate of Designation or
     such instruments; (vi) waive a payment of the Series A Purchase Price,
     Series A Preference Amount, Mirror Preferred Stock Purchase Price, Mirror
     Preferred Stock Preference Amount, the Mirror Note Redemption Price or the
     Mirror PIK Note Redemption Price, upon redemption or purchase of the
     relevant Security; or (vii) make any change in this Section 18.1(b).

               (c) After an amendment, supplement or waiver under this Section
     18.1 becomes effective, the Companies shall mail to the Purchasers a notice
     briefly describing the amendment, supplement or waiver. Any failure of the
     Companies to mail such notice, or any defect therein, shall not, however,
     in any way impair or affect the validity of any such amended or
     supplemental Agreement or waiver.

         18.2 Revocation and Effect of Consents.

               (a) Until an amendment, supplement or waiver becomes effective, a
     consent to it by the Purchasers is a continuing consent by such Purchasers
     and every subsequent holder of Securities (whether subsequently holding in
     whole or in part), even if notation of the consent is not made on any
     Security.

                                       14
<PAGE>

               (b) The Companies may, but shall not be obligated to, fix a
     record date for the purpose of determining the subsequent holders of
     Securities entitled to consent to any amendment or waiver. If a record date
     is fixed, then notwithstanding the provisions of the immediately preceding
     paragraph, those Persons who were holders of Securities at such record date
     (or their duly designated proxies), and only those Persons, shall be
     entitled to consent to such amendment or waiver or to revoke any consent
     previously given, whether or not such Persons continue to be holders of
     such Securities after such record date.

               (c) After an amendment or waiver becomes effective it shall bind
     the Purchasers and any subsequent holder.

         18.3 Notation on or Exchange of Securities. The Companies may place an
     appropriate notation about an amendment, supplement or waiver on any
     Security thereafter issued in exchange for any Security issued and
     outstanding as of the date of such amendment, supplement or waiver. The
     Companies, in exchange for such issued and outstanding Securities, may
     issue all new Securities that reflect the amendment, supplement or waiver.
     Failure to make the appropriate notation or issue a new Security shall not
     affect the validity and effect of such amendment, supplement or waiver.

         18.4 Board Approval. The Companies may not sign an amendment,
     supplement or waiver with respect to this Agreement until the Board of
     Directors of Transworld approves it.

     12. Amendment to Section 21.10. Effective hereby, the following shall be
substituted in its entirety for Section 21.10. of the Agreement:

         21.10 Merger. This Agreement, the Subordinated Notes, the PIK Notes,
     the Warrant Instrument, the Mirror Notes, the Mirror PIK Notes, the shares
     of Series A Preferred Stock, the Certificate of Designations, the shares of
     Mirror Preferred Stock, and the other Transaction Documents collectively
     constitute the entire agreement of the Companies and the Purchasers and
     express the entire understanding of the Companies and the Purchasers with
     respect to the Securities.

     13. Amendment to Section 21.12. Effective hereby, the following shall be
substituted in its entirety for Section 21.12 of the Agreement:

         21.12 Conflict. If there is a conflict between the provisions of (i)
     this Agreement or the Voting Trust Agreement and (ii) the Charter Documents
     of Transworld, TW UK or UK Parent or any of the other Group Companies
     during the continuance of this Agreement or the Voting Trust Agreement (as
     the case may be), it is the intention of the parties hereto that the
     provisions of this Agreement or the Voting Trust Agreement (as the case may
     be) shall prevail over such Charter Documents during such period and
     accordingly Transworld, the Companies and the Purchasers shall exercise all
     voting and other rights and powers available to them so as to give effect
     to the provisions of this Agreement

                                       15
<PAGE>

     or the Voting Trust Agreement (as the case may be) and shall further if
     necessary procure any required amendment to the Charter Documents of the
     Group Companies.

          14. Tax Covenants of the Companies Applicable to the Purchasers'
Securities. As a material inducement for the Purchasers to enter into this
Amendment and the Master Reorganization Agreement, each of the Companies hereby
makes the following covenants and agreements; provided, however, that all such
covenants and agreements shall, notwithstanding the terms thereof, lapse upon
the Lead Investor (or any of its Affiliates, which, for purposes of this
paragraph 14, shall included any limited partner or other constituent owner of
the Lead Investor) holding none of the shares of Series A Preferred Stock issued
to the Lead Investor on the Closing Date (including shares of Common Stock
issued upon conversion thereof):

         (a) None of the Companies and any of their respective Subsidiaries and
other affiliates shall take any action, or fail to take any action, that would
cause the exchanges set forth in Section 1.1(a), (b), (c)(ii), (d)(ii), and
(e)(ii) of the Master Reorganization Agreement (collectively, the "Tax-Free
Exchanges") not to qualify as a "B" reorganization within the meaning of Section
368(a)(1)(B) of the Code.

         (b) Without limiting the foregoing Section 16(a):

               (i) none of the Companies and any of their respective
     Subsidiaries and other affiliates will file any Tax Return or take any
     position inconsistent with the treatment of the Tax-Free Exchanges as a "B"
     reorganization within the meaning of Section 368(a)(1)(B) of the Code;

               (ii) each of the Companies and their respective Subsidiaries and
     other affiliates will comply with the record keeping and information
     reporting requirements set forth in Treasury Regulations Section 1.368-3;

               (iii) each of the Companies, the Subsidiaries and other
     Affiliates covenant that UK Parent will at all times during the two-year
     period commencing with the Closing Date continue to be an entity that is
     disregarded as separate from its owner for U.S. federal income tax purposes
     as contemplated by Treasury Regulations Section 301.7701-3;

               (iv) each of the Companies, the Subsidiaries and other Affiliates
     covenant that TW UK will at all times during the two-year period commencing
     with the Closing Date continue to be a corporation, as defined under
     Treasury Regulations Section 301.7701-2(b), for U.S. federal income tax
     purposes;

               (v) each of the Companies, the Subsidiaries and other Affiliates
     covenant that the voting trust established pursuant to the Voting Trust
     Agreement will at all times during the two-year period commencing with the
     Closing Date continue to be either an entity that is disregarded as
     separate from its owner as contemplated by Treasury Regulations Section
     301.7701-3 or a grantor trust for U.S. federal income tax purposes;

                                       16
<PAGE>

               (vi) each of the Companies, the Subsidiaries and other Affiliates
     covenant that Transworld will legally and beneficially own 100% of the
     stock TW UK immediately after the consummation of the Reorganization (as
     defined in the Master Reorganization Agreement) either directly or
     indirectly through UK Parent and the voting trust established by the Voting
     Trust Agreement, and Transworld shall at all times during the two-year
     period commencing with the Closing Date retain control of TW UK within the
     meaning of Code Section 368(c)(1);

               (vii) on or prior to the Closing Date, none of Transworld, any of
     its Subsidiaries or other affiliates (including, without limitation, UK
     Parent) will acquire any shares of stock of TW UK other than pursuant to
     the terms of this Agreement;

               (viii) on or prior to the Closing Date, Transworld will treat
     itself, for U.S. federal income tax purposes, as the direct owner of the
     shares of TW UK beneficially owned by UK Parent and legally owned by the
     voting trust established by the Voting Trust Agreement for the two-year
     period commencing with the Closing Date, and shall not file Tax Returns
     relating to such two-year period, including amended Tax Returns,
     inconsistent with such treatment; and

               (ix) TW UK solely shall pay the expenses and taxes required to be
     paid by Section 1.3 of the Master Reorganization Agreement and Section 10.7
     of the Master Reorganization Agreement, such expenses and taxes shall be
     paid out of the operating cash flow and cash balances of TW UK, TW UK shall
     not borrow any amounts or otherwise incur any indebtedness for the purpose
     of or in connection with the paying of any such expenses and taxes, and TW
     UK shall not be reimbursed, directly or indirectly, by Transworld or any of
     the Subsidiaries or other affiliates of Transworld (including, without
     limitation, UK Parent) for any such expenditures.

         (c) Transworld and UK Parent represent and warrant that, at all times
since December 17, 1999, (i) none of Transworld, any of its Subsidiaries and
other affiliates (including, without limitation, UK Parent but excluding TW UK)
has acquired stock of TW UK other than directly from TW UK in connection with
the formation of TW UK; (ii) TW UK acquired shares of its own stock, if any such
acquisitions have occurred, solely with consideration attributable to its own
operating cash flow and cash balances and not with consideration attributable to
a loan or other indebtedness or capital contribution to TW UK; and (iii)
Transworld has treated itself for U.S. federal income tax purposes as the direct
owner of the shares of TW UK beneficially owned by UK Parent and legally owned
by the voting trust established pursuant to the Voting Trust Agreement, and the
voting trust established pursuant to the Voting Trust Agreement has at all times
been either an entity that is disregarded as separate from its owner as
contemplated by Treasury Regulations Section 301.7701-3 or a grantor trust for
U.S. federal income tax purposes.

         (d) None of the Companies and any of their respective Subsidiaries and
other affiliates is aware of any fact that would cause the Tax-Free Exchanges
not to qualify as a "B" reorganization within the meaning of Section
368(a)(1)(B) of the Code.

                                       17
<PAGE>

         (e) Each of the Companies, their Subsidiaries and other Affiliates
represents and warrants that it has no present plan or intention to take any
actions or fail to take any actions that would cause the covenants set forth in
Section 14(b)(iii)-(vi) and (viii) to be violated as if such covenants were not
limited to the two-year period therein.

         (f) None of the Companies, any of their Subsidiaries or other
Affiliates has acquired stock of TWUK in anticipation or contemplation of the
Tax-Free Exchange.

     15. Directors. Each of Transworld and UK Parent hereby agrees to use its
best efforts to nominate for director(s) of Transworld and UK Parent,
respectively, at any instance whereupon a vote or selection for such director(s)
shall occur, including without limitation, at each meeting of the stockholders
of TW UK and UK Parent, respectively (or in each action by written consent in
lieu of a meeting), for the election of director or upon the creation of or
existence of any vacancy in the Board of Directors, those individuals as
appropriate such that the Board of Directors of Transworld and UK Parent,
respectively, will be comprised identically to the Board of Directors of TW UK.

     16. Other Provisions Unchanged. Except as specifically amended hereby, all
other terms and conditions of the Agreement shall remain in full force and
effect. To the extent that the Agreement includes such terms as "herein,"
"hereto," "in this Agreement" and the like, such terms shall be interpreted to
refer to the Agreement, as modified by this Amendment.

     17. Counterparts. This Amendment may be executed in separate counterparts,
each of which shall be an original and all of which taken together shall
constitute one and the same instruments.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





                                       18
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment to the Agreement on the date first written above.

                                       COMPANIES:

                                       SIGNED AS A DEED FOR AND ON BEHALF OF
                                       TRANSWORLD HEALTHCARE (UK) LIMITED

                                       By: /s/ Tim Aitken
                                           -------------------------------------
                                           Name:
                                           Title:

                                       SIGNED AS A DEED FOR AND ON BEHALF OF
                                       ALLIED HEALTHCARE GROUP LIMITED,
                                       FORMERLY KNOWN AS
                                       TRANSWORLD HOLDINGS (UK) LIMITED,

                                       By: /s/ Tim Aitken
                                           -------------------------------------
                                           Name:
                                           Title:




<PAGE>


                            PURCHASERS:

                            SIGNED AS A DEED FOR AND ON BEHALF OF
                            TRIUMPH PARTNERS III, L.P.

                            By: Triumph III Advisors, Inc., its general partner

                            By: /s/ Carl M. Youngman
                                ------------------------------------------------
                                Name: Carl M. Youngman
                                Title: Managing Director

                            By:
                               -------------------------------------------------
                               Name:
                               Title:

                            SIGNED AS A DEED FOR AND ON BEHALF OF
                            TRIUMPH III INVESTORS, L.P.

                            By: Triumph III Investors, Inc., its general partner

                            By: /s/ Carl M. Youngman
                                ------------------------------------------------
                                Name: Carl M. Youngman
                                Title: Managing Director


<PAGE>


                                       SIGNED AS A DEED BY
                                       ALLIED HEALTHCARE INTERNATIONAL INC.,
                                       FORMERLY KNOWN AS TRANSWORLD
                                       HEALTHCARE, INC.,
                                       ACTING BY ITS DULY AUTHORIZED ATTORNEY

                                       By: /s/ John B. Wynne
                                           -------------------------------------
                                           Name:
                                           Title:




<PAGE>


                               SIGNED AS A DEED FOR AND ON
                               BEHALF OF: AITKEN (ENGLISH) COMPANY LIMITED
                               ACTING BY ITS DULY AUTHORIZED ATTORNEY:

                               By: /s/ Tim Aitken
                                   ---------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title: Chairman

                               SIGNED AS A DEED BY:

                               /s/ Tim Aitken
                               -------------------------------------------------
                               Timothy M. Aitken

                               SIGNED AS A DEED BY:

                               /s/ Sarah L. Eames
                               -------------------------------------------------
                               Sarah L. Eames

                               SIGNED AS A DEED BY:

                               /s/ Charles Murphy
                               -------------------------------------------------
                               Charles Kernahan, by his duly authorized Attorney

                               SIGNED AS A DEED BY:

                               /s/ Charles Murphy
                               -------------------------------------------------
                               David Johnson, by his duly authorized Attorney

                               SIGNED AS A DEED BY:

                               /s/ Charles Murphy
                               -------------------------------------------------
                               Charles Murphy


<PAGE>

                               SIGNED AS A DEED BY:

                               /s/ Charles Murphy
                               -------------------------------------------------
                               Wayne Palladino, by his duly authorized Attorney

                               SIGNED AS A DEED BY:

                               /s/ Charles Murphy
                               -------------------------------------------------
                               Steven Gullick, by his duly authorized Attorney

                               SIGNED AS A DEED BY AND ON BEHALF OF:
                               ZRH NOMINEES (0051) LIMITED
                               ACTING BY ITS DULY AUTHORIZED ATTORNEY

                               By: /s/ Charles Murphy
                                   ---------------------------------------------
                                   Name: Charles Murphy
                                   Title: Group Finance Director

                               SIGNED AS A DEED BY AND ON BEHALF OF:
                               ORION NOMINEES LIMITED
                               ACTING BY ITS DULY AUTHORIZED ATTORNEY

                               By: /s/ Charles Murphy
                                   ---------------------------------------------
                                   Name: Charles Murphy
                                   Title: Group Finance Director


<PAGE>


                                   SIGNED AS A DEED BY AND ON BEHALF OF:
                                   BNP PARIBAS
                                   ACTING BY ITS DULY AUTHORIZED ATTORNEY:

                                   By: /s/ Leo Leslie      /s/ Don Ercole
                                       -----------------------------------------
                                   Name:   Leo Leslie           Don Ercole
                                   Title:
                                         ---------------------------------------

                                   SIGNED AS A DEED BY AND ON BEHALF OF:
                                   BAYERISCHE HYPO-UND VEIRENSBANK AG
                                   ACTING BY ITS DULY AUTHORIZED ATTORNEY

                                   By: /s/ Ray Daws        /s/ Guy Beeston
                                       -----------------------------------------
                                   Name:   Ray Daws            Guy Beeston
                                   Title:  V.P.                V.P.
                                           -------------------------------------

                                   SIGNED AS A DEED BY AND ON BEHALF OF:
                                   NMB HELLER
                                   ACTING BY ITS DULY AUTHORIZED ATTORNEY

                                   By: /s/ J.P. Onslow
                                       -----------------------------------------
                                   Name: J.P. Onslow
                                   Title: Director


</TEXT>
</DOCUMENT>
