VERITAS DGC INC
ASSET PURCHASE AGREEMENT DATED 8/15/2002
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>h99295exv10.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT DATED 8/15/2002
<TEXT>
<PAGE>
                                                                      EXHIBIT 10


                              ASSET SALE AGREEMENT


         THIS AGREEMENT made as of August 15, 2002,

AMONG:

         VERITAS DGC INC., a body corporate incorporated under the laws of
         Delaware ("Veritas DGC")

                                      -and-

         HAMPSON-RUSSELL LIMITED PARTNERSHIP, a limited partnership formed under
         the laws of Alberta, by its general partner HAMPSON-RUSSELL GP INC., a
         body corporate incorporated under the laws of Alberta (the "Canadian
         Purchaser")

                                      -and-

         VERITAS GEOPHYSICAL CORPORATION, a body corporate incorporated under
         the laws of Delaware (the "US Purchaser")

                                      -and-

         VERITAS DGC LTD., a body corporate incorporated under the laws of
         England and Wales (the "UK Purchaser")

                                      -and-

         VERITAS DGC AUSTRALIA PTY LIMITED, a body corporate incorporated under
         the laws of Australia (the "Australian Purchaser")

                                      -and-

         HAMPSON-RUSSELL SOFTWARE SERVICES LTD., a body corporate incorporated
         under the laws of Alberta (the "Canadian Vendor")

                                      -and-

         HAMPSON-RUSSELL SOFTWARE SERVICES (U.S.) INC., a body corporate
         incorporated under the laws of Texas (the "US Vendor")

                                      -and-

         HAMPSON-RUSSELL SOFTWARE SERVICES LTD., a body corporate incorporated
         under the laws of England and Wales (the "UK Vendor")

                                      -and-




<PAGE>
                                      -2-


         HAMPSON-RUSSELL SOFTWARE SERVICES PTY LTD., a body corporate
         incorporated under the laws of Australia (the "Australian Vendor")

                                      -and-

         HAMPSON INVESTMENTS LTD., a body corporate incorporated under the laws
         of Alberta ("HI")

                                      -and-

         RUSSELL SEISMIC TRAINING LTD., a body corporate incorporated under the
         laws of Alberta ("RST")

                                      -and-

         DANIEL HAMPSON, an individual resident in Calgary, Alberta ("DH")

                                      -and-

         BRIAN RUSSELL, an individual resident in Calgary, Alberta ("BR")

                                      -and-

         VADA INDUSTRIES LTD., a body corporate incorporated under the laws of
         Alberta ("Vada")

         WHEREAS the Vendors own the Purchased Assets which they use in their
         conduct of the Business;

         AND WHEREAS the Vendors desire to sell the Purchased Assets to the
Purchasers and the Purchasers desire to purchase the Purchased Assets from the
Vendors all in accordance with the terms and provisions of this Agreement;

         AND WHEREAS the Shareholders are all of the shareholders of the
Canadian Vendor and have agreed to guarantee the obligations of the Vendors as
contemplated in this Agreement;

         AND WHEREAS DH is the majority shareholder of HI and has agreed to
guarantee the obligations of HI as contemplated in this Agreement;

         AND WHEREAS BR is the majority shareholder of RST and has agreed to
guarantee the obligations of RST as contemplated in this Agreement;

         NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the
premises and of the representations, warranties, covenants and agreements herein
contained, the parties hereto, intending to be legally bound, agree as follows:



<PAGE>
                                      -3-


                                    ARTICLE I
                                 INTERPRETATION

1.1      DEFINITIONS

         Unless the context otherwise requires, the following terms and
expressions shall have the meanings set forth below whenever used in this
Agreement including recitals and Schedules hereto:

         "AFFILIATE" means, with respect to any Person, any other Person
         directly or indirectly controlling, controlled by or under common
         control with the first Person. For the purposes of this Agreement,
         "CONTROL," when used with respect to any Person, means the possession,
         directly or indirectly, of the power to (a) vote 10% or more of the
         securities having ordinary voting power for the election of directors
         (or comparable positions) of such Person or (b) direct or cause the
         direction of the management and policies of such Person, whether
         through the ownership of voting securities, by contract or otherwise,
         and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative
         to the foregoing;

         "AGREEMENT" means this asset sale agreement and all Schedules and
         instruments in amendment or confirmation of it, the expressions
         "HEREIN", "HEREOF", "HERETO", and similar expressions if used in any
         Article or Section of this Agreement mean and refer to this Agreement
         including the Schedules hereto and do not refer solely to a particular
         Article or Section unless specifically stated herein and the
         expressions "ARTICLE", "SECTION" and "SCHEDULE" followed by a number or
         letter mean and refer to the specified Article or Section of, or
         Schedule to, this Agreement;

         "ASSUMED CONTRACTS" has the meaning set out in Section 2.6(a);

         "ASSUMED LIABILITIES" has the meaning set out in Section 2.6(a);

         "AUSTRALIAN BUSINESS" means the entire business carried on by the
         Australian Vendor as at the Closing Date including, without limitation,
         software marketing, support and training and all matters related or
         ancillary thereto;

         "BASE YEAR" has the meaning set out in Section 2.4(c)(i);

         "BUSINESS" means, collectively, the Canadian Business, the US Business,
         the UK Business and the Australian Business;

         "BUSINESS DAY" means any day of the year, other than Saturday, Sunday
         or any day on which banks in Calgary, Alberta or Houston, Texas are not
         open for business;

         "BUSINESS FINANCIAL STATEMENTS" means those consolidated financial
         statements of the Canadian Vendor attached as Schedule G;

         "CANADIAN BUSINESS" means the entire business carried on by the
         Canadian Vendor as at the Closing Date including, without limitation,
         software development, marketing, support and training and all matters
         related or ancillary thereto;



<PAGE>
                                      -4-


         "CLAIM" has the meaning set out in Section 8.3;

         "CLOSING" means the completion of the transaction of purchase and sale
         contemplated in this Agreement;

         "CLOSING DATE" means August 19, 2002, or such other date as the parties
         may agree;

         "CLOSING TRADING PRICE" has the meaning set out in Section 2.4(b);

         "COMMISSION" has the meaning set out in Section 5.10(a);

         "CONFIDENTIALITY AGREEMENT" means the confidentiality and
         non-disclosure agreement dated May 7, 2002 between Veritas DGC and the
         Canadian Vendor;

         "CONTRACT LIST" has the meaning set out in the definition of Contracts;

         "CONTRACTS" means all agreements, indentures, commitments, contracts,
         leases, deeds of trust, licences, options, instruments or other
         commitments (including, without limitation, Software Contracts) whether
         written or oral, binding upon the Vendors in connection with the
         Business (other than Equipment Contracts) a list of which will be
         provided to the Vendors at Closing (the "Contract List");

         "CORPORATE VENDOR OBLIGATIONS" has the meaning set out in Section 9.18;

         "CUSTOMER AND SUPPLIERS LIST" means a list of certain information about
         the Vendors' customers and suppliers to be provided by the Vendors to
         the Purchasers at Closing;

         "DEFERRED REVENUE" means, as at the Effective Date, all amounts
         relating to Software leases and maintenance which would be reflected in
         the Canadian Vendor's consolidated balance sheet as "deferred revenue"
         at such date;

         "DEFERRED REVENUE PREPARATION DATE" has the meaning set out in Section
         2.5(a);

         "DEFERRED REVENUE STATEMENT" has the meaning set out in Section 2.5(a);

         "DIRECT CLAIM" has the meaning set out in Section 8.3;

         "DOCUMENTATION" means all documentation for or related to the Software,
         including but not limited to all documentation intended for use by the
         end-user of an executable copy of the Software, all technical
         documentation, system designs and specifications, flow charts, record
         and file layouts, memoranda, correspondence and other such
         documentation containing or relating to the design, structure or coding
         or testing of, or algorithms or routines used in, or errors discovered
         or corrected in, the Software and any other type of information or
         material (in whatever form, whether human or machine readable, and in
         whatever media, existing) relating to the Software that was prepared by
         or for any of the Vendors;

         "EFFECTIVE DATE" means August 1, 2002;



<PAGE>
                                      -5-


         "EMPLOYEE PLANS" has the meaning set out in Section 4.1(w);

         "EMPLOYEES" has the meaning set out in Section 4.1(y);

         "EMPLOYMENT AGREEMENTS" means the employment agreements to be entered
         into by the Canadian Purchaser and DH and BR, respectively, on the
         Closing Date;

         "ENCUMBRANCE" means any encumbrance, lien, charge, hypothec, pledge,
         mortgage, title retention agreement, security interest of any nature,
         adverse claim, exception, reservation, easement, right of occupation,
         any matter capable of registration against title, option, right of
         pre-emption, privilege or other preferential arrangement having a
         similar effect or any contract to create any of the foregoing other
         than normal course non-material security filings related to Equipment
         Contracts;

         "ENVIRONMENTAL LAWS" has the meaning set out in Section 4.1(s)(i);

         "EQUIPMENT CONTRACTS" means all motor vehicle leases, equipment leases,
         conditional sales contracts, title retention agreements and other
         agreements binding upon the Vendors relating to assets used by the
         Vendors in connection with the Business which are listed in the
         Contract List;

         "EXCEPTION LETTER" has the meaning set out in Section 4.1(g)(ii);

         "EXCLUDED ASSETS" means those assets listed in Schedule B;

         "EXCLUDED EMPLOYEES" has the meaning set out in Section 5.1(a);

         "EXCLUDED LIABILITIES" has the meaning set out in Section 2.6;

         "GAAP" means Canadian generally accepted accounting principles,
         consistently applied;

         "GST" means all taxes payable under Part IX of the Excise Tax Act
         (Canada) or any provincial legislation similar to the Excise Tax Act
         (Canada), or any successor provisions respectively thereto which are of
         similar or like effect;

         "HAZARDOUS SUBSTANCES" means any pollutants, contaminants, chemicals or
         industrial toxic or hazardous wastes or substances;

         "INDEMNIFIED PARTY" has the meaning set out in Section 8.3;

         "INDEMNIFYING PARTY" has the meaning set out in Section 8.3;

         "INITIAL PAYMENT" has the meaning set out in Section 8.8(a);

         "INTELLECTUAL PROPERTY" means all right, title or interest of any of
         the Vendors in and to all intellectual property in respect of the
         Business including, without limitation, all right, title and interest
         in and to all intellectual property of the Vendors necessary to carry
         on the Business as currently being carried out by the Vendors as at the
         date hereof and as of Closing including but not limited in and to:



<PAGE>
                                      -6-


         (i)      any and all inventions, improvements or discoveries, whether
                  or not reduced to practice and whether or not patentable or
                  made the subject of a pending patent application or
                  applications;

         (ii)     national and multinational statutory invention registrations,
                  patents, patent registrations and patent applications
                  (including, without limitation, all reissues, divisions,
                  continuations, continuations in part, extensions and
                  reexaminations) and all rights therein provided by applicable
                  international treaties or conventions and all improvements to
                  the inventions disclosed in each such registration, patent or
                  application;

         (iii)    trademarks, service marks, trade dress, get-up, logos, brand
                  names, trade names and corporate names (to the extent
                  permissible by applicable law and regulatory practice),
                  whether or not registered, including, without limitation, all
                  marks registered in the trademark offices or authorities of
                  all nations throughout the world, and all rights therein
                  provided by international treaties and conventions, including
                  without limitation, the tradenames and trademarks set out in
                  Schedule D;

         (iv)     copyrights (registered or otherwise) and registrations and
                  applications for registration thereof, and all rights therein
                  provided by international treaties or conventions including
                  without limitation those which relate to computer software
                  (including, without limitation, the Software), source codes,
                  web pages, internet addresses, data, databases, files and
                  documentation;

         (v)      trade secrets and confidential or proprietary technical and
                  business information (including, without limitation, formulas,
                  compositions, inventions and conceptions of inventions,
                  whether patentable or unpatentable and whether or not reduced
                  to practice);

         (vi)     all rights to obtain and rights to apply for patents, and to
                  register trademarks and copyrights or other intellectual
                  property rights;

         (vii)    any and all registrations or applications for registration of
                  intellectual property with any governmental authority;

         (viii)   any and all rights and benefits under any Software Contracts
                  and under any intellectual property or software license or
                  lease arrangements or agreements with any third parties
                  whether express, implied or by reason of conduct or nature of
                  trade;

         (ix)     any and all rights or interests derived in respect of waivers
                  by third parties of moral rights, whether express or implied
                  or by reason of conduct or nature of trade;

         (x)      any and all rights, whether arising at law, in equity or by
                  course of conduct or under any agreement, under which any of
                  the Vendors may make any claim to




<PAGE>
                                      -7-


                  any right, title or interest in any intellectual property or
                  other proprietary right of any third party;

         (xi)     any and all rights to obtain injunctive relief for present and
                  past infringement of any intellectual property;

         (xii)    any and all rights to any Encumbrances in or to or relating to
                  any intellectual property of any third party;

         (xiii)   any and all goodwill or reputation arising in or relating to
                  the Intellectual Property or the Business;

         (xiv)    customer lists and supplier lists; and

         (xv)     any and all other intellectual property owned and used by the
                  Vendors in connection with the Business, including industrial
                  designs and integrated circuit topographies;

          and shall include, but not be limited to, any and all intellectual
          property and any and all other proprietary right, title or interest of
          any of the Vendors that may exist or arise in the items set out in
          Schedule A;

         "INTERIM PERIOD" means the period or time between the close of business
         on the date hereof and the Time of Closing;

         "LEASED PREMISES" means the premises leased by the Vendors, used in
         their operation of the Business and legally described in Schedule H;

         "LICENCES" has the meaning set out in Section 4.1(j);

         "MAXIMUM CLAIMS AMOUNT" has the meaning set out in Section 8.12;

         "NUMBER OF SHARES" has the meaning set out in Section 8.13;

         "PERSON" means an individual, corporation, partnership, limited
         liability company, joint venture, association, trust or other entity or
         organization or governmental authority;

         "PURCHASE PRICE" has the meaning set out in Section 2.2;

         "PURCHASED ASSETS" has the meaning set out in Section 2.1;

         "PURCHASERS" means, collectively, the US Purchaser, the Canadian
         Purchaser, the UK Purchaser and the Australian Purchaser;

         "PURCHASERS' INDEMNIFIED PARTIES" has the meaning set out in Section
         8.1;

         "PURCHASERS' SOLICITORS" means Bennett Jones LLP, Barristers and
         Solicitors;

         "REGISTRATION EXPENSES" has the meaning set out in Section 5.10(f)(v);




<PAGE>
                                      -8-


         "REGISTRATION STATEMENT" has the meaning set out in Section 5.10(a);

         "RIGHTS" has the meaning set out in the Rights Transfer Agreement;

          "RIGHTS TRANSFER AGREEMENT" means that Rights Transfer Agreement dated
          the date hereof between Veritas DGC and Veritas Energy Services Inc.;

         "SECURITIES ACT" has the meaning set out in Section 5.10(a);

         "SELLING EXPENSES" has the meaning set out in Section 5.10(f)(v);

         "SHAREHOLDERS" means HI, RST and Vada;

         "SHARE PROCEEDS" has the meaning set out in Section 8.14;

         "SHARES" has the meaning set out in Section 2.4(b);

         "SOFTWARE" means all the software, source code, configuration files and
         related Documentation and materials developed by or for the Vendors and
         used as of the date hereof and as of Closing in connection with the
         Business (other than off-the-shelf software and other than software
         licensed or leased by the Vendors as disclosed in the Contract List but
         for the purposes of this definition the rights granted to the Vendors
         to such licensed or leased software shall be included in this
         definition) including, but not limited to the software listed in
         Schedule M;

         "SOFTWARE CONTRACTS" means all Contracts (including, but not limited
         to, all escrow, licence, lease, support, service, maintenance, dealer,
         marketing, distributor, agent, supplier and manufacturer agreements),
         whether oral or written, between one or more of the Vendors and any
         third party which relate to the Software or the Documentation, a list
         of same being included in the Contract List;

         "SUBJECT SALES" has the meaning set out in Section 2.4(c)(i);

         "SUPPLEMENTAL PAYMENT" has the meaning set out in Section 8.8(a);

         "TAX ACT" means the Income Tax Act (Canada) and all the amendments
         thereto;

         "THIRD PARTY" has the meaning set out in Section 8.5(b)(ii);

         "THIRD PARTY CLAIM" has the meaning set out in Section 8.3;

         "TIME OF CLOSING" means 10:00 a.m. (Calgary time) on the Closing Date
         or such other time on the Closing Date as the parties may agree;

         "TRANSFER REGULATIONS" has the meaning set out in Section 5.1(e);

         "TRANSITION PERIOD" has the meaning set out in Section 2.4(c)(i);

         "UK" means the United Kingdom of Great Britain and Northern Ireland;



<PAGE>
                                      -9-


         "UK BUSINESS" means the entire business carried on by the UK Vendor as
         at the Closing Date including, without limitation, software marketing,
         support and training and all matters related or ancillary thereto;

         "UK EMPLOYEES" means the employees identified at Schedule I under the
         heading "London";

         "US BUSINESS" means the entire business carried on by the US Vendor as
         at the Closing Date including, without limitation, software marketing,
         support and training and all matters related or ancillary thereto;

         "VAT" means value added tax as provided for in the VAT Act (and
         legislation supplemental thereto) and includes any other tax from time
         to time replacing it;

         "VAT ACT" means the United Kingdom Value Added Tax Act 1994;

         "VENDORS" means, collectively, the Canadian Vendor, the US Vendor, the
         UK Vendor and the Australian Vendor;

         "VENDORS' TAXES" has the meaning set out in Section 8.12(a);

         "VENDORS' INDEMNIFIED PARTIES" has the meaning set out in Section 8.2;

         "VENDORS' SOLICITORS" means Fraser Milner Casgrain LLP, Barristers and
         Solicitors; and

         "VERITAS COMMON STOCK" means the shares of common stock of Veritas DGC,
         with a par value of $0.01 per share.

1.2      SCHEDULES

         The following Schedules are expressly incorporated into and form part
of this Agreement:

<Table>
<S>                                       <C>                  <C>
         Schedule A                       -                    Purchased Assets;
         Schedule B                       -                    Excluded Assets;
         Schedule C                       -                    Additional Assumed Liabilities;
         Schedule D                       -                    Intellectual Property;
         Schedule E                       -                    Material Business Licences;
         Schedule F                       -                    Consents and Approvals;
         Schedule G                       -                    Business Financial Statements;
         Schedule H                       -                    Leased Premises;
         Schedule I                       -                    Employees;
         Schedule J                       -                    Form of Vendors' Solicitors' Opinion;
         Schedule K                       -                    Excluded Employees;
         Schedule L                       -                    Form of Joint Notice of Termination and Offer of
                                                               Employment;
         Schedule M                       -                    Software; and
         Schedule N                       -                    Form of Purchasers' Solicitors' Opinion.
</Table>



<PAGE>
                                      -10-


                                   ARTICLE II
                                PURCHASE AND SALE

2.1      PURCHASE AND SALE OF ASSETS

         Subject to the terms and conditions set forth in this Agreement and
with effect from and as of the Effective Date, the Vendors hereby agree to sell,
assign, transfer, convey and deliver to the Purchasers, and the Purchasers
hereby agree to purchase from the Vendors, free and clear of any and all
Encumbrances whatsoever on the Closing Date, all of the undertaking of the
Business and all of the assets, properties, rights and interests owned, claimed,
used or held by the Vendors in connection with the Business to the extent
existing as of the Closing Date, other than the Excluded Assets, (all of such
assets, properties, rights and interests being hereinafter collectively referred
to as the "Purchased Assets") including, without limitation, all right, title
and interest of the Vendors in the following, certain of which are described in
Schedule A:

         (a)      the Software;

         (b)      all personal property, together with the fixtures,
                  furnishings, furniture, equipment, motor vehicles, tools,
                  supplies, spare parts, computers, printers, third party
                  off-the-shelf software licensed to the Vendors, and all other
                  tangible personal property owned, licensed or leased by the
                  Vendors, wherever located, or acquired or used by the Vendors;

         (c)      all inventory, wherever located, including related stores and
                  supplies of the Vendors;

         (d)      all Contracts;

         (e)      all Intellectual Property of the Vendors including, without
                  limitation, the tradenames and trademarks described in
                  Schedule D;

         (f)      all business licenses, permits, registrations, and
                  authorizations of the Vendors;

         (g)      all books and records of the Vendors relating to the Purchased
                  Assets and the Assumed Liabilities, including all customer and
                  supplier files and lists, sales information, equipment
                  maintenance and warranty information, operating manuals, all
                  correspondence with any customers, suppliers, Employees or
                  governmental authorities, all personnel records related to the
                  Employees (other than Excluded Employees), and any other
                  reports, promotional materials, marketing studies, plans and
                  documents prepared by or on behalf of the Vendors, including
                  data stored electronically;

         (h)      all prepaid claims, prepaid expense items and deferred
                  charges, credits, advance payments, security and other
                  deposits made by the Vendors to any other Person relating to
                  the Purchased Assets or the conduct of the Business, in each
                  case other than to the extent relating to the Excluded
                  Liabilities or Excluded Assets;



<PAGE>
                                      -11-


         (i)      all third-party assignable indemnities where one or more of
                  the Vendors is an indemnified party and the proceeds afforded
                  thereby, in each case other than to the extent relating to the
                  Excluded Liabilities or Excluded Assets;

         (j)      all assignable rights of the Vendors to manufacturers'
                  warranties and indemnities with respect to the Purchased
                  Assets;

         (k)      the right to use the names set forth in Schedule A, and all
                  variants thereof to the extent permissible by applicable law
                  and regulatory practice;

         (l)      the goodwill of the Vendors in the Business;

         (m)      all telephone and facsimile numbers (together with all other
                  similar numbers), electronic mail addresses, web sites and
                  domain names of the Vendors (to the extent permissible by the
                  applicable domain name registries);

         (n)      to the extent permissible by applicable law, all rights of the
                  Vendors pertaining to any causes of action, lawsuits,
                  judgments, claims, demands, counterclaims, set-offs or
                  defenses the Vendors may have with respect to the Assumed
                  Liabilities or any of the Purchased Assets, except to the
                  extent relating to the Excluded Liabilities or Excluded
                  Assets; and

         (o)      except for the Excluded Assets, all other assets, properties
                  and rights of every kind and nature of the Vendors or in which
                  the Vendors have an interest (but only to the extent of such
                  interest) at the Time of Closing, known or unknown, fixed or
                  unfixed, accrued, absolute, contingent or otherwise, whether
                  or not specifically referred to in this Agreement, that, in
                  each case, relate to the Business.

2.2      PURCHASE PRICE

         The aggregate purchase price (the "Purchase Price") payable by the
Purchasers to the Vendors for the Purchased Assets shall be, subject to
adjustments as herein stated, $25,000,000.

2.3      PURCHASED ASSETS/PURCHASE PRICE

         It is acknowledged and agreed by the parties hereto that the specific
Purchased Assets being sold hereunder by each of the Vendors, the specific
Purchased Assets being purchased hereunder by each of the Purchasers and the
related aggregate purchase price to be paid by each Purchaser are as follows:

<Table>
<Caption>
                                                                                               RELATED AGGREGATE
VENDOR                     PURCHASER               SPECIFIC PURCHASED ASSETS                     PURCHASE PRICE
------                     ---------               -------------------------                   ----------------
<S>                        <C>                     <C>                                         <C>
Canadian Vendor            Canadian Purchaser      all Purchased Assets owned or                    $24,312,013
                                                   used by the Canadian Vendor in
                                                   connection with its
                                                   participation in the operation               ($15,812,013 on
                                                   of the Canadian                            the Closing Date)
</Table>


<PAGE>
                                      -12-


<Table>
<Caption>
                                                                                               RELATED AGGREGATE
VENDOR                     PURCHASER               SPECIFIC PURCHASED ASSETS                     PURCHASE PRICE
------                     ---------               -------------------------                   ----------------
<S>                        <C>                     <C>                                         <C>
                                                   Business and in connection
                                                   with its operations in
                                                   Indonesia, certain of which
                                                   are described in Part I of
                                                   Schedule A

US Vendor                  US Purchaser            all Purchased Assets owned or                        $318,113
                                                   used by the US Vendor in
                                                   connection with its participation            ($318,113 on the
                                                   in the operation of the US                   Closing Date)
                                                   Business, certain of which are
                                                   described in Part II of Schedule A

UK Vendor                  UK Purchaser            all Purchased Assets owned or                        $335,846
                                                   used by the UK Vendor in
                                                   connection with its participation            ($335,846 on the
                                                   in the operation of the UK                   Closing Date)
                                                   Business, certain of which are
                                                   described in Part III of Schedule
                                                   A

Australian Vendor          Australian              all Purchased Assets owned or                          $34,028
                           Purchaser               used by the Australian Vendor in
                                                   connection with its participation              ($34,028 on the
                                                   in the operation of the                        Closing Date)
                                                   Australian Business, certain of
                                                   which are described in Part IV of
                                                   Schedule A
</Table>

2.4      PAYMENT OF PURCHASE PRICE

         The Purchase Price for the Purchased Assets, subject to adjustments as
herein contemplated, shall be paid as follows:

         (a)      $9,250,000 by the delivery by the Purchasers to the Vendors on
                  the Closing Date of certified cheques, bank drafts or wire
                  transfers as follows:

                  (i)      from the Canadian Purchaser, $8,562,013 payable to
                           the Canadian Vendor or as it directs;



<PAGE>
                                      -13-


                  (ii)     from the US Purchaser, $318,113 payable to the US
                           Vendor or as it directs;

                  (iii)    from the UK Purchaser, $335,846 payable to the UK
                           Vendor or as it directs; and

                  (iv)     from the Australian Purchaser, $34,028 payable to the
                           Australian Vendor or as it directs;

         (b)      $7,250,000 by the delivery by the Canadian Purchaser to the
                  Canadian Vendor of a number of shares of Veritas Common Stock
                  (as such number may be adjusted, the "Shares"), to be
                  registered with the Commission, which number will be
                  calculated by dividing $7,250,000 by the average closing price
                  of Veritas Common Stock on the New York Stock Exchange (the
                  "Closing Trading Price") for the 5 trading days ending on
                  August 19, 2002. In the event that the Closing Trading Price
                  is $10.00 or less, the Canadian Purchaser can elect to limit
                  the number of Shares to be delivered to 725,000 Shares. If the
                  Canadian Purchaser makes this election, the Canadian Vendor
                  may terminate this Agreement by notice in writing to the
                  Purchasers, and in such event the parties shall be released
                  from all of their obligations hereunder. If, prior to the Time
                  of Closing, Veritas DGC undertakes a merger, amalgamation,
                  arrangement or other business combination or recapitalizes
                  through a subdivision of its outstanding shares into a greater
                  number of shares, or a combination of its outstanding shares
                  into a lesser number of shares, or reorganizes, reclassifies
                  or otherwise changes its outstanding shares into the same or a
                  different number of shares of other classes, or declares a
                  dividend on its outstanding shares payable in shares of its
                  capital stock or securities convertible or exchangeable into
                  shares of its capital stock, then the number of Shares will be
                  adjusted appropriately. The delivery of Shares to the Canadian
                  Vendor contemplated in this Section 2.4(b) shall be
                  accomplished through the transfer by the Canadian Purchaser to
                  the Canadian Vendor of a number of Rights equal to the number
                  of such Shares which Rights would be immediately converted to
                  Shares at the Time of Closing in accordance with the Rights
                  Transfer Agreement. Immediately upon receipt by the Canadian
                  Vendor of the Shares at the Time of Closing, it shall
                  distribute part of such Shares by way of a dividend in specie
                  as follows:

                           (A)      HI - 30% of the total number of such Shares;

                           (B)      RST - 30% of the total number of such
                                    Shares; and

                           (C)      Vada - 20% of the total number of such
                                    Shares; and

         (c)      $8,500,000 in accordance with the payment Schedule set forth
                  below.

                  (i)      If in any year of the five year period beginning
                           August 1, 2002 (the "Transition Period"), revenue
                           earned by the Purchasers from software sales, leases,
                           rentals and maintenance sales and training revenue
                           generated by the Purchased Assets (the "Subject
                           Sales") exceeds the amount





<PAGE>
                                      -14-


                           calculated by multiplying the Subject Sales in the
                           year ended July 31, 2002 (the "Base Year") by the
                           relevant percentage from the chart below, the
                           Canadian Purchaser shall, upon such determination,
                           pay to the Canadian Vendor, not more than 90 days
                           after the end of the particular year, in cash an
                           amount equal to 28.05% of such excess. The Base Year
                           Subject Sales shall be no less than $5,750,000.

<Table>
<Caption>
                                                                        Percent of Base Year
                                                                               Subject Sales

<S>                                                                     <C>
                  Year ended July 31, 2003                                              110%

                  Year ended July 31, 2004                                              121%

                  Year ended July 31, 2005                                              133%

                  Year ended July 31, 2006                                              146%

                  Year ended July 31, 2007                                              160%.
</Table>

                  For such purposes, "revenue" shall be determined in a manner
                  consistent with the historical determination thereof by the
                  Canadian Vendor.

                  (ii)     If in any one year of the Transition Period, sales of
                           any one of the Pro4D, ProMC or Emerge Software
                           packages included in the Purchased Assets generates
                           revenue of $4,000,000 or more, the Canadian Purchaser
                           shall, upon determination of that amount, pay to the
                           Canadian Vendor in cash an amount equal to $850,000
                           in respect of such sales, provided that the aggregate
                           amount of all such payments contemplated under this
                           Section 2.4(c)(ii) shall not exceed $1,700,000.

                  (iii)    If by making a payment described in Sections
                           2.4(c)(i) or (ii) at any point during the Transition
                           Period, the aggregate of the payments described in
                           Sections 2.4(c)(i) and (ii) would otherwise exceed
                           $8,500,000, the payment to be made pursuant to
                           Section 2.4(c) and all subsequent payments to be made
                           pursuant to Section 2.4(c) shall be reduced such that
                           the aggregate of all such payments equals $8,500,000.

                  (iv)     If the aggregate of the payments described in
                           Sections 2.4(c)(i) and (ii) is, or is anticipated by
                           the Canadian Vendor to be, less than $8,500,000 at
                           the end of the Transition Period, the Purchase Price
                           payable by the Canadian Purchaser shall be reduced by
                           the amount of the shortfall or the anticipated
                           shortfall, as the case may be. The timing and manner
                           of any such reduction shall be mutually agreed in
                           writing by the Canadian Vendor and the Canadian
                           Purchaser, acting reasonably.

         The Canadian Purchaser shall make available to DH and BR and the
         President of Vada and their respective professional advisors at
         reasonable times on reasonable notice such





<PAGE>
                                      -15-


         of its financial statements, books and records as are necessary to
         verify the accuracy of the matters and calculations contemplated by
         this Section 2.4(c). In the event the Canadian Vendor disputes any
         calculation made pursuant to this Section 2.4(c), it shall notify the
         Canadian Purchaser in writing to such dispute within 30 days after
         receiving the applicable calculation. If no dispute is notified within
         such time period then the applicable calculation is deemed to be agreed
         upon by the parties.

         If within 15 days of such notification such dispute is not resolved,
         either party may refer the matter to PriceWaterhouseCoopers, Chartered
         Accountants, or another nationally recognized firm of chartered
         accountants selected by mutual agreement (who will be given full access
         by the parties to the necessary records) for resolution as soon as
         practicable and the determination of such, chartered accountants, shall
         be final and conclusive (save in the event of fraud or manifest error).
         The sharing of costs of dispute resolution among the parties shall be
         determined by such chartered accountants.

2.5      ADJUSTMENTS/AUDIT

         (a)      As soon as reasonably practicable after the Closing Date, but
                  in any event within 60 days thereafter (the "Deferred Revenue
                  Preparation Date") the Canadian Vendor shall, at its cost,
                  prepare and provide to the Canadian Purchaser a statement
                  setting out the Deferred Revenue (the "Deferred Revenue
                  Statement"). The Deferred Revenue Statement shall be prepared
                  on a basis consistent with accounting practices previously
                  employed by the Canadian Vendor and shall be certified to be
                  true and correct by DH, BR, HI, RST, the Canadian Vendor and
                  the corporate accountant of the Canadian Vendor. In the event
                  that the Canadian Purchaser disputes the Deferred Revenue
                  Statement it shall notify the Canadian Vendor in writing of
                  such dispute within 30 days after the Deferred Revenue
                  Preparation Date. If no dispute is notified within 30 days
                  after the Deferred Revenue Date, then the Deferred Revenue
                  Statement is deemed to be agreed upon by the parties (save in
                  the event of fraud or manifest error). If within 15 days of
                  such notification such dispute is not resolved, either party
                  may refer the matter to PriceWaterhouseCoopers, Chartered
                  Accountants, or another nationally recognized firm of
                  chartered accountants selected by mutual agreement (who will
                  be given full access by the parties to the necessary records)
                  for resolution as soon as practicable and the determination of
                  such, chartered accountants, shall be final and conclusive
                  (save in the event of fraud or manifest error). The sharing of
                  costs of dispute resolution among the parties shall be
                  determined by such chartered accountants.

         (b)      The amount of the cash payment to the Canadian Vendor in
                  Section 2.4(a)(i) will be reduced by the amount that Deferred
                  Revenue of the Canadian Vendor as reflected in the Deferred
                  Revenue Statement is in excess of $1,141,000 or increased by
                  the amount that such Deferred Revenue is less than $1,141,000.

         (c)      The Canadian Vendor or the Canadian Purchaser, as applicable,
                  shall, within five Business Days of finalization of the
                  Deferred Revenue Statement pay to the other





<PAGE>
                                      -16-


                  by way of certified cheque, bank draft or wire transfer any
                  amount required to adjust the Purchase Price in accordance
                  with Section 2.5(b).

         (d)      Unless otherwise specifically provided herein, the parties
                  shall, as among themselves, account for the purchase and sale
                  of the Purchased Assets as if such transaction had closed on
                  the Effective Date and the date for adjustment of accounts
                  between the parties shall be the Effective Date. The corporate
                  accountant of the Canadian Vendor shall determine in
                  consultation with a representative of the Purchasers such
                  adjustments between the parties and shall deliver a statement
                  of adjustments as soon as reasonably practicable after the
                  Closing Date, but in any event within 60 days thereafter. Such
                  adjustments shall include, without limitation, reconciliation
                  of accounts (including income taxes) from the Effective Date
                  to the Closing Date. In the event of disagreement between the
                  parties with respect to such adjustments the dispute shall
                  forthwith be referred to PriceWaterhouseCoopers, Chartered
                  Accountants, or another nationally recognized firm of
                  chartered accountants selected by mutual agreement (who will
                  be given full access by the parties to the necessary records)
                  for resolution as soon as practicable whose determination
                  shall be final and conclusive (save in the event of fraud or
                  manifest error). The sharing of costs of dispute resolution
                  among the parties shall be determined by such chartered
                  accountants. The obligation to complete such adjustments after
                  the Closing shall survive the Closing.

2.6      ASSUMPTION OF LIABILITIES

         (a)      Subject to Section 2.6(b), effective at and from the Effective
                  Date, each of the Purchasers hereby assumes: (i) the
                  obligations and liabilities of the Vendors under those
                  Contracts and Equipment Contracts which are described on in
                  the Contract List (collectively, the "Assumed Contracts") save
                  any such obligations and liabilities that were under the terms
                  of the relevant Assumed Contract to be performed prior to the
                  Effective Date or any such obligations that the relevant
                  Vendor is in breach of as at the Effective Date, and (ii)
                  those additional liabilities and obligations specifically
                  indicated on Schedule C to be assumed by such Purchaser
                  (collectively the "Assumed Liabilities"). Except for the
                  Assumed Liabilities and other liabilities specifically
                  contemplated in Section 5.1 herein, the Purchasers shall not
                  assume and shall have no obligation to discharge, perform or
                  fulfill any other liabilities or obligations, contingent or
                  otherwise, known or unknown, of the Vendors or related to the
                  Purchased Assets (collectively the "Excluded Liabilities")
                  including, without limitation:

                  (i)      any assessment or reassessment for income, corporate,
                           capital, sales, excise or other taxes, duties or
                           imposts of any kind whatsoever of the Vendors or
                           relating to the Business or the Purchased Assets in
                           respect of a period prior to the Effective Date;

                  (ii)     any third party product liability or warranty
                           liability arising at any time in respect of products
                           or services of the Business, provided, processed or



<PAGE>
                                      -17-


                           shipped on or prior to the Effective Date, even
                           though a claim therefor may be made or filed after
                           the Time of Closing;

                  (iii)    any liability of the Vendors to the employees of the
                           Business including, without limitation, severance or
                           other similar payments, other than as specifically
                           contemplated by Section 5.1;

                  (iv)     any liability of the Vendors with respect to accounts
                           payable;

                  (v)      any environmental liability relating to the Vendors,
                           the Business or the Purchased Assets arising before
                           or on the Effective Date or caused by the Vendors or
                           their employees, agents, contractors, representatives
                           or predecessors before or on the Closing Date;

                  (vi)     any liability arising out of any default, breach or
                           penalty by, of or against the Vendors under any
                           Contract prior to or on the Effective Date;

                  (vii)    any liability relating to the execution, delivery and
                           consummation of this Agreement by the Vendors and the
                           transactions of the Vendors contemplated hereby,
                           including without limitation any and all federal,
                           state, foreign and local income taxes incurred by the
                           Vendors as a result of the transactions contemplated
                           by this Agreement, except as may otherwise be
                           expressly assumed herein;

                  (viii)   any liability relating to or arising out of the
                           conduct or operation of the Business by the Vendors
                           prior to or on the Effective Date, including without
                           limitation those arising from (A) personal injury
                           (including death) or property damage claims; (B) any
                           third party relationship, representation agreement or
                           joint venture not specifically assumed hereunder; (C)
                           any indebtedness of the Vendors other than that
                           expressly assumed hereunder; (D) other than as set
                           forth in Section 5.1, any employment relationship or
                           employee related obligation; or (E) obligations or
                           liabilities under any agreement, contract or
                           commitment of the Vendors which accrued prior to or
                           on the Effective Date, including without limitation,
                           the provision of services prior to or on the
                           Effective Date under any service contract of the
                           Vendors; and

                  (ix)     any liability of the Vendors under any insurance
                           contracts.

         (b)      (i)      Effective at and from the Effective Date, the
                           Vendors shall assign to and in favour of the
                           Purchasers the Assumed Contracts. The Vendors shall
                           use commercially reasonable efforts to obtain, by the
                           Time of Closing (or as soon thereafter as is
                           practicable), all required third party consents to
                           the assignment of the Assumed Contracts.

                  (ii)     In the event any of the Assumed Contracts are not
                           assignable due to any required third party consent
                           thereto not being obtained as aforesaid this
                           Agreement does not constitute an assignment or an
                           attempted assignment




<PAGE>
                                      -18-


                           of the Assumed Contracts if the assignment or
                           attempted assignment would constitute a breach of the
                           Assumed Contracts, the Purchasers shall complete the
                           obligations of the Vendors thereunder (save for any
                           such obligations and liabilities that were under the
                           terms of the relevant Assumed Contract to be
                           performed prior to the Effective Date or any such
                           obligations that a Vendor is in breach of as at the
                           Effective Date) as a subcontractor to the Vendors
                           provided further, that if such subcontract
                           relationship requires third party consent, the
                           Vendors will use commercially reasonable efforts to
                           obtain such consents.

                  (iii)    Notwithstanding the foregoing:

                           (A)      until an Assumed Contract is validly
                                    assigned with third party consent thereto as
                                    applicable or validly subcontracted with
                                    third party consent thereto as applicable,
                                    as the case may be; and

                           (B)      for any Assumed Contract which is not
                                    capable of being assigned or subcontracted
                                    to the Purchasers due to the inability of
                                    the Vendors to obtain third party consent
                                    thereto respectively as hereinbefore stated;

                           it shall be deemed, without further action or notice,
                           that effective at and from the Effective Date all
                           necessary management, employees and other resources
                           and equipment of the Purchasers have been seconded to
                           the Vendors to enable them to perform, at the
                           Purchaser's sole cost and risk, the obligations of
                           the Vendors under such Assumed Contracts from and
                           after the Effective Date. In such case, the Vendors
                           shall cause such Assumed Contracts to be completed
                           according to their respective terms and shall invoice
                           for such work and pay the Purchaser those amounts
                           that they receive from the third parties in respect
                           of the applicable Assumed Contracts.

                  (iv)     The Purchasers and the Vendors hereby agree to
                           cooperate in the completion of all the Assumed
                           Contracts and to proceed, in good faith, with the
                           implementation of the intent of this Article.

                  (v)      It is acknowledged and agreed that until it is
                           determined in which manner the Vendors' obligations
                           are to be completed under the Assumed Contracts as
                           hereinbefore set forth, that from and after the
                           Effective Date, said obligations are being carried on
                           by the Purchasers as set forth in Section
                           2.6(b)(iii).

                  (vi)     Subject to the foregoing, from the Closing Date the
                           Purchasers shall perform all the Vendors' obligations
                           to be performed after the Closing Date under each
                           Assumed Contract in accordance with the terms of the
                           Assumed Contracts.



<PAGE>
                                      -19-

                  (vii)    The Purchasers and the Vendors shall use commercially
                           reasonable efforts to ensure that the involvement of
                           the Vendors in the Assumed Contracts contemplated by
                           Section 2.6(b) is terminated as soon as practicable
                           after Closing.

         (c)      In the event that, at any time after the Closing, the Vendors
                  discover any other contracts which are Contracts (as defined)
                  except that they were inadvertently not listed in the Contract
                  List, at the option of the Vendors, the Contract List shall be
                  amended to include such contracts and such Contracts shall be
                  deemed to be Assumed Contracts hereunder.

2.7      ALLOCATION OF PURCHASE PRICE

         The parties agree that the purchase price for the Purchased Assets will
be allocated as agreed at Closing.

2.8      CERTAIN TAX MATTERS

         (a)      The Canadian Purchaser acknowledges and agrees that it is
                  responsible for and shall pay, and shall indemnify and hold
                  the Canadian Vendor harmless with respect to, all GST
                  pertaining to this transaction. The parties shall execute and
                  deliver such documents, notices and elections and do such
                  lawful things, to endeavour to minimize or eliminate, as the
                  case may be, any and all GST payable by the Canadian Purchaser
                  on the purchase described herein including, without
                  restriction, execution and delivery of a completed GST Form 44
                  election (to be prepared and filed in the prescribed manner
                  within the prescribed time by the Canadian Purchaser) pursuant
                  to subsection 167(1) of the Excise Tax Act (Canada). In
                  addition, subject to Section 2.8(b), any sales, use, transfer,
                  vehicle transfer, stamp, conveyance, value added or other
                  similar taxes that may be imposed by any governmental
                  authority, and all recording or filing fees, notarial fees and
                  other similar costs of Closing or on account of this Agreement
                  or the transactions contemplated hereby, shall be borne by the
                  applicable Purchaser.

         (b)      (i)      The UK Vendor and the UK Purchaser intend that
                           the sale of the UK Business is one to which the
                           provisions of Section 49 of the VAT Act and Article 5
                           (1) of the Value Added Tax (Special Provisions) Order
                           1995 shall apply and accordingly that no VAT shall be
                           charged by the UK Vendor on the consideration. The UK
                           Vendor and the UK Purchaser agree to use reasonable
                           commercial efforts to ensure that the sale of the UK
                           Business is treated under Article 5 (1) of the Value
                           Added Tax (Special Provisions) Order 1995 as neither
                           a supply of goods nor a supply of services for UK VAT
                           purposes.

                  (ii)     The UK Purchaser warrants and undertakes that it will
                           after the Closing Date use the assets comprising the
                           UK Business to carry on the same kind of business for
                           UK VAT purposes as that carried on by the UK Vendor.



<PAGE>
                                      -20-


                  (iii)    The UK Vendor may seek a direction pursuant to
                           Section 49 of the VAT Act for the records referred to
                           in that section (the "VAT Records") to be preserved
                           by the UK Vendor after Closing. If such direction is
                           not sought or, if sought, is not given before
                           Closing, the UK Vendor shall on Closing deliver the
                           VAT Records to the UK Purchaser. If, following
                           Closing, the UK Vendor obtains a direction as
                           aforesaid, the UK Purchaser shall forthwith after
                           written request for the same return the VAT Records
                           to the UK Vendor. The party with final custody of the
                           VAT Records shall, during the period for which such
                           records are required to be preserved under paragraph
                           6 of Schedule 11 to the VAT Act, preserve such
                           records and, where such records are required by any
                           other party for the purpose of complying with its
                           obligations under the laws in relation to VAT, afford
                           to such other party (on reasonable prior notice and
                           at the cost of such other party) access to such
                           records for the purpose of inspecting and making
                           copies of the same. If the UK Purchaser is the party
                           with final custody of the VAT Records in accordance
                           with the foregoing provisions of this Section
                           2.8(b)(iii), it shall procure that any future
                           custodian of the VAT Records will preserve such
                           records and afford access to the UK Vendor in
                           accordance with such foregoing provisions and the UK
                           Purchaser shall notify the UK Vendor in writing
                           forthwith on ceasing to have custody of the VAT
                           Records and inform the UK Vendor of the name and
                           address of the new custodian.

                  (iv)     All sums payable to the UK Vendor pursuant to this
                           Agreement shall be deemed to be exclusive of any VAT,
                           which may be chargeable on the supply of goods or
                           services for which sums (or any part thereof) are
                           whole or part of the consideration for VAT purposes.

                  (v)      If HM Customs and Excise determine that all or part
                           of the consideration for the purchase of the UK
                           Business is subject to UK VAT, the UK Vendor shall
                           issue the UK Purchaser with a valid UK VAT invoice
                           (no later than three years from the Effective Date)
                           and the UK Purchaser shall, within 3 Business Days
                           following receipt of such invoice, pay to the UK
                           Vendor an amount equal to the VAT specified in the
                           invoice.

2.9      INTERIM OPERATIONS

         (a)      Each of the Vendors, jointly and severally, covenants and
                  agrees that during the Interim Period the Business shall be
                  run in accordance with the following provisions:

                  (i)      during the Interim Period the representatives of the
                           Purchasers shall be entitled to have access to and be
                           present at the Business premises of the Vendors at
                           all times during the Vendors' reasonable business
                           hours;



<PAGE>
                                      -21-


                  (ii)     during the Interim Period the Vendors shall not,
                           without the prior written consent of the Purchasers,
                           such consent not to be unreasonably withheld or
                           delayed:

                           (A)      permit any of the Purchased Assets to be
                                    subjected to any Encumbrance;

                           (B)      sell, transfer or otherwise dispose of any
                                    of the Purchased Assets;

                           (C)      grant any increase in the benefits, rate of
                                    wages, salaries, or bonuses for Employees;

                           (D)      make any change in any method of accounting
                                    practice applicable to the Business;

                           (E)      cancel or reduce any of its insurance
                                    coverage relating to Purchased Assets or the
                                    Business;

                           (F)      commit to expend more than $10,000 in the
                                    aggregate with respect to any capital
                                    expenditure of the Business;

                           (G)      acquire (by merger, amalgamation,
                                    consolidation or acquisition of shares or
                                    assets) any corporation, partnership or
                                    other business organization or division
                                    thereof, or, other than in the ordinary
                                    course of business and within the limits
                                    specified herein, purchase any property or
                                    assets of any other individual or entity;

                           (H)      incur any obligations of any kind in excess
                                    of $100,000 in the aggregate in respect of
                                    the Business; or

                           (I)      authorize or propose any of the foregoing,
                                    or enter into or modify any contract,
                                    agreement, commitment or arrangement to do
                                    any of the foregoing; and

                  (iii)    the Vendors shall:

                           (A)      use their commercially reasonable efforts to
                                    keep available the services of the Employees
                                    and to maintain their relations and goodwill
                                    with the suppliers, customers, distributors
                                    and any others having business relations
                                    with the Business; and

                           (B)      immediately upon becoming aware of the
                                    existence of:

                                    1.       any notice from, proceeding before
                                             or order of any governmental entity
                                             requiring it to comply with or take
                                             action under any Environmental Law,



<PAGE>
                                      -22-


                                    2.       any notice from a lender asserting
                                             a violation or breach of any loan
                                             covenant or any other provision of
                                             any financing agreement, or

                                    3.       any state of affairs respecting the
                                             Leased Premises, Purchased Assets
                                             or Business which could reasonably
                                             be expected to give rise to future
                                             environmental liabilities, the
                                             imposition of any fine, or the
                                             shutting down of the Business for
                                             any period of time,

                           notify the Purchasers in writing and provide details
                           of any actions taken in response.

2.10     ACCESS TO INFORMATION AND PURCHASED ASSETS

         (a)      During the Interim Period, and subject to the Confidentiality
                  Agreement, the Vendors shall, and shall cause their
                  representatives to, afford complete access at all times during
                  reasonable business hours to the Leased Premises, the
                  Purchased Assets and the Business, and to the officers,
                  employees, agents, lawyers, accountants, books and records and
                  Contracts and Equipment Contracts of the Vendors, for the
                  purpose of inspecting the physical and/or environmental
                  condition of any of the Purchased Assets, and conducting any
                  other due diligence procedures deemed necessary or appropriate
                  by the Purchasers, acting reasonably. At the request of the
                  Purchasers, acting reasonably, the Vendors shall execute such
                  consents, authorizations and directions as may be necessary to
                  permit any inspection of any of the Purchased Assets, or the
                  Leased Premises or to enable the Purchasers or their
                  authorized representatives to obtain full access to all files
                  and records relating to the Business maintained by
                  governmental or other public authorities. In addition, the
                  Vendors shall furnish the Purchasers and their representatives
                  all financial, operating and other data and information as may
                  be reasonably requested including, but not limited to,
                  financial statements, financial records, health and safety
                  records, data relating to operating procedures, and
                  documentation relating to workers' compensation history,
                  legal, tax, environmental, zoning and other legal compliance.

         (b)      The exercise of any rights of inspection by or on behalf of
                  the Purchasers under this Section 2.10 shall not mitigate or
                  otherwise affect any of the representations or warranties of
                  the Vendors and the Shareholders made in this Agreement,
                  provided however, if, to the knowledge of the Purchasers,
                  either at the time of execution of this Agreement or acquired
                  after such execution and prior to the Closing Date, there is a
                  fact or occurrence which would constitute a breach of any of
                  the representations and warranties of the Vendors or
                  Shareholders, the Purchasers shall promptly notify the Vendors
                  and Shareholders of such breach, provided further that,
                  failure to notify shall not mitigate or otherwise affect any
                  of the representations or warranties of the Vendors or the
                  Shareholders made in this Agreement.



<PAGE>
                                      -23-


2.11     NOTICE OF UNTRUE REPRESENTATION OR WARRANTY

         Each of the parties shall promptly notify the other parties upon any
representation or warranty of such party contained in this Agreement becoming
untrue or incorrect during the Interim Period, and for the purposes of this
Section each representation and warranty shall be deemed to be given at and as
of all times during the Interim Period (except to the extent any such
representations and warranties speak as of an earlier date or except as affected
by transactions contemplated or permitted by this Agreement).

                                   ARTICLE III
                            PERMITS, LICENCES, ETC.

3.1      PERMITS, LICENCES, ETC.

         The Vendors shall use all commercially reasonable efforts to assist the
Purchasers, at the Purchasers' expense, to obtain new Licences or, where
possible, an assignment of all existing Licences relating to operation of the
Business.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

4.1      REPRESENTATIONS AND WARRANTIES OF THE VENDORS, HI, RST AND VADA

         Each of the Vendors, jointly and severally, and each of HI, RST and
Vada with respect to Sections 4.1(a), (b), (d)(ii), (iii) and (v) and (ee) only,
represents and warrants to the Purchasers as of the date hereof and as of the
Closing Date and acknowledges and confirms that the Purchasers are relying on
such representations and warranties in connection with the purchase by the
Purchasers of the Purchased Assets as follows:

         (a)      CORPORATE STATUS

                  Each of the Vendors, HI, RST and Vada is a corporation duly
                  incorporated and organized and validly subsisting under the
                  laws of its jurisdiction of incorporation and has the
                  corporate power to own or lease its property, to carry on the
                  Business as now being conducted by it and to enter into this
                  Agreement and to perform its obligations hereunder. The
                  Vendors are duly qualified as corporations to do business in
                  each jurisdiction in which the nature of the Business or the
                  Purchased Assets makes such qualification necessary except
                  where the failure to be so qualified would not have a material
                  adverse effect on the Business or the Purchased Assets.

         (b)      AUTHORIZATION

                  This Agreement has been duly authorized, executed and
                  delivered by the Vendors, DH, BR, HI, RST and Vada and is a
                  legal, valid and binding obligation of the Vendors, DH, BR,
                  HI, RST and Vada enforceable against the Vendors, DH,





<PAGE>
                                      -24-


                  BR, HI, RST and Vada by the Purchasers in accordance with its
                  terms, except as enforcement may be limited by common law,
                  bankruptcy, insolvency and other laws affecting the rights of
                  creditors generally and except that equitable remedies may be
                  granted only in the discretion of a court of competent
                  jurisdiction. The Vendors, HI, RST and Vada have taken all
                  required board and shareholder action necessary to authorize
                  the execution, delivery and performance of the Agreement.

         (c)      NO OTHER AGREEMENTS TO PURCHASE

                  No Person other than the Purchasers has any written or oral
                  agreement or option or any right or privilege (whether by law,
                  pre-emptive or contractual) capable of becoming an agreement
                  or option for the purchase or acquisition from the Vendors of
                  any of the Purchased Assets.

         (d)      NO VIOLATION

                  Except as contemplated in Section 4.1(k), the execution,
                  delivery and performance of this Agreement by the Vendors and
                  the consummation of the transactions herein provided for will
                  not result in the breach or violation of any of the provisions
                  of, or constitute a default under, or conflict with or cause
                  the acceleration of any obligation of the Vendors under:

                  (i)      any Contract or Equipment Contract to which one or
                           more of the Vendors is a party or by which it or its
                           properties are bound;

                  (ii)     any provision of the constating documents or by-laws
                           or resolutions of the boards of directors (or any
                           committees thereof) or shareholders of the Vendors,
                           HI, RST or Vada;

                  (iii)    any judgment, decree, order or award of any court,
                           governmental body or arbitrator having jurisdiction
                           over the Vendors, HI, RST or Vada;

                  (iv)     any licence, permit, approval, consent or
                           authorization held by the Vendors or necessary to the
                           operation of the Business;

                  (v)      any law, statute, ordinance, regulation or rule
                           applicable to the Vendors, HI, RST or Vada; or

                  (vi)     the creation or imposition of any Encumbrance on any
                           of the Purchased Assets.

         (e)      TITLE TO PURCHASED ASSETS

                  Except as set forth in the Exception Letter, the Purchased
                  Assets (other than as herein contemplated) are owned
                  beneficially by the applicable Vendors with good and
                  marketable title thereto, free and clear of all Encumbrances
                  subject to, in the case of the Contracts or Equipment
                  Contracts, the necessity for obtaining required consents to
                  their assignment.



<PAGE>
                                      -25-


         (f)      EQUIPMENT

                  All equipment owned or used by the Vendors in the Business:
                  (i) has been properly maintained in accordance with all
                  applicable laws; (ii) is in reasonable working order for the
                  purposes of on-going operation and is in a state of reasonable
                  maintenance and repair for the purposes of on-going operation;
                  and (iii) is adequate and suitable in all material respects
                  for the purposes for which it is presently being used.

         (g)      INTELLECTUAL PROPERTY/SOFTWARE

                  (i)      the Intellectual Property is all the intellectual
                           property necessary to carry on the Business as
                           currently being carried on by the Vendors as at the
                           date hereof and is all that is so required as at the
                           Closing Date;

                  (ii)     except as set forth in a letter of even date from the
                           Canadian Vendor to the Canadian Purchaser (the
                           "Exception Letter"), the Vendors, as applicable, have
                           good and valid legal and beneficial title to all of
                           the Intellectual Property (except for any
                           off-the-shelf software leased or licensed by any of
                           the Vendors), free and clear of any Encumbrances and,
                           except as set out in Schedule D, no Intellectual
                           Property has been leased or licensed from a third
                           party;

                  (iii)    to the knowledge of the Vendors, there are no facts
                           which would affect the validity, enforceability,
                           scope or registrability (if applicable) of any of the
                           Intellectual Property;

                  (iv)     except as set forth in the Exception Letter, any
                           patent, trademark or copyright registrations made by
                           or in the name of any of the Vendors of or in the
                           Intellectual Property are valid, subsisting and
                           enforceable, except as any enforcement may be limited
                           by bankruptcy, insolvency and other laws affecting
                           the rights of creditors generally and except that
                           equitable remedies may be granted only in the
                           discretion of a court of competent jurisdiction, and
                           such patents, registered trademarks and registered
                           copyrights are duly recorded in the names of the
                           Vendors, as applicable, and to the knowledge of the
                           Vendors, there is no reason as to why such
                           registrations cannot be assignable to the Purchasers;

                  (v)      except as set forth in the Exception Letter, no
                           claims have been asserted by any third party with
                           respect to, or challenging or questioning, the
                           ownership, validity, enforceability or use of the
                           Intellectual Property and the Vendors have no
                           knowledge of any valid basis for any such claim;

                  (vi)     except as set forth in the Exception Letter, the
                           Vendors have not received any notice, complaint,
                           threat or claim alleging infringement of and, to the
                           knowledge of the Vendors, the conduct by the Vendors
                           of the Business and the use by the Vendors of the
                           Intellectual Property does not infringe any patent,
                           trademark, trade name, trade secret, domain name,
                           obligation




<PAGE>
                                      -26-


                           of confidence or other proprietary, contractual or
                           intellectual property right of any third party;

                  (vii)    to the knowledge of the Vendors no third party is
                           infringing the rights of the Vendors with respect to
                           the Intellectual Property;

                  (viii)   except as set forth in the Exception Letter, complete
                           and correct copies of all agreements relating to or
                           affecting the Intellectual Property have been
                           provided to the Purchasers and are fully assignable
                           to the Purchasers, without cost or consent;

                  (ix)     except as set forth in the Exception Letter, no
                           royalty, payment or other fee is required to be paid
                           by the Vendors to any third party in respect of the
                           use or other exploitation of any of the Intellectual
                           Property except as set out in the Contracts set out
                           in Schedule D and except as required to maintain or
                           renew the applications or registrations;

                  (x)      all trade secrets of the Vendors are the unencumbered
                           property of the Vendors, to the knowledge of the
                           Vendors do not infringe upon the rights of any third
                           party, were developed by the Vendors and their
                           respective employees or consultants and to the
                           knowledge of the Vendors there is no third party
                           (except employees and consultants of the Vendors) who
                           has a copy or knowledge of such trade secrets;

                  (xi)     to the Vendors' knowledge all confidential
                           information of any third party held by the Vendors
                           under any obligations of confidentiality has been
                           kept strictly confidential and not used, disclosed,
                           disseminated or published unless otherwise permitted
                           pursuant to an agreement listed in Schedule D;

                  (xii)    except as set forth in the Exception Letter, the
                           Vendors are not in breach of any agreement with any
                           third party relating to the Intellectual Property or
                           the intellectual property of such third party or will
                           be as a result of the Vendors entering into this
                           Agreement and to the knowledge of the Vendors, no
                           third party is in breach of any agreement relating to
                           the Intellectual Property;

                  (xiii)   the Canadian Vendor is the owner of the Software and
                           it has good and valid legal and beneficial title to
                           the Software, including all Intellectual Property
                           embodied therein (except as set out in the Contract
                           List and Appendix 1 of the Exception Letter), free
                           and clear of any Encumbrances or claims of any nature
                           and no third party software or technology has been
                           incorporated into the Software except as set out in
                           the Contract List;

                  (xiv)    other than maintenance agreements with existing
                           customers of the Vendors listed in the Contract List,
                           no Vendor has entered into any agreement, oral or
                           written, requiring it to make updates, enhancements
                           or modifications to the Software of any nature;



<PAGE>
                                      -27-


                  (xv)     except as set forth in the Exception Letter and other
                           than as set forth in Schedule M, no Vendor has
                           supplied nor agreed to supply the source code to the
                           Software to any third party under any circumstances;

                  (xvi)    all Software Contracts are identified and described
                           in the Contract List; and

                  (xvii)   any and all passwords to access or use any
                           Intellectual Property or Software are held solely by
                           DH, BR, and the Employees.

         (h)      INSURANCE

                  Except as set forth in the Exception Letter, the Vendors have
                  the Purchased Assets insured against loss or damage by all
                  insurable hazards or risks on a basis consistent with prudent
                  industry practice and such insurance coverage will be
                  continued in full force and effect to and including the
                  Closing Date.

         (i)      AGREEMENTS AND COMMITMENTS

                  Except as specifically contemplated herein or as described in
                  the Schedules hereto, none of the Vendors are a party to or
                  bound by any agreement, indenture, commitment, contract,
                  lease, deed of trust, license, option, instrument or other
                  commitment, whether written or oral, or Equipment Contract
                  relating and material to the Business or Purchased Assets.
                  Except as set forth in the Exception Letter or in the express
                  provisions hereof and in any Schedules hereto, the Vendors
                  have performed all of the obligations required to be performed
                  by them and are entitled to all benefits under, and are not in
                  default or alleged to be in default in respect of, any
                  Contract or Equipment Contract relating to the Business or
                  Purchased Assets to which they are a party or by which they
                  are bound. All such Contracts and Equipment Contracts are in
                  good standing and in full force and effect, and to the
                  knowledge of the Vendors and except as set forth in the
                  Exception Letter or in the express provisions hereof and in
                  any Schedules hereto, no event, condition or occurrence exists
                  that, after notice or lapse of time or both, would constitute
                  a default under any of the foregoing. The Vendors have
                  provided access to the Purchasers to review a true and
                  complete copy of each Contract listed or described in the
                  Schedules hereto and all amendments thereto.

         (j)      COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATION

                  The Vendors have complied with all laws, statutes, ordinances,
                  regulations, rules, judgments, decrees or orders applicable to
                  the Business or the Purchased Assets except for failures to
                  comply which have not materially adversely affected or which
                  could reasonably be expected to not materially adversely
                  affect the affairs, business, prospects, operations or
                  condition of the Business or the Purchased Assets, financial
                  or otherwise. Schedule E sets out a complete and accurate list
                  of all material business licences, permits, approvals,
                  consents, certificates, registrations and authorizations
                  (whether governmental, regulatory or otherwise) (the
                  "Licences") held by or granted to the Vendors in connection
                  with the




<PAGE>
                                      -28-


                  Business or the Purchased Assets, and as at the Time of
                  Closing there are no other material business licences,
                  permits, approvals, consents, certificates, registrations or
                  authorizations necessary to carry on the Business or to own or
                  lease any of the Purchased Assets. Each Licence is valid,
                  subsisting and in good standing and the Vendors are not in
                  default or breach of any Licence and, to the knowledge of the
                  Vendors, no proceeding is pending or threatened to revoke or
                  limit any Licence. The Vendors have provided a true and
                  complete copy of each Licence and all amendments thereto to
                  the Purchasers.

         (k)      CONSENTS AND APPROVALS

                  There is no requirement to make any filing with, give any
                  notice to or to obtain any licence, permit, certificate,
                  registration, authorization, consent or approval of, any
                  governmental or regulatory agency as a condition to the lawful
                  consummation of the transactions contemplated by this
                  Agreement, except for the filings, notifications, licences,
                  permits, certificates, registrations, consents and approvals
                  described in Schedule F and filings of registration
                  assignments in respect of registered intellectual property or
                  filings that relate solely to the identity of the Purchasers
                  or the nature of any business carried on by the Purchasers.
                  There is no requirement under any Contract or Equipment
                  Contract to give any notice to, or to obtain the consent or
                  approval of, any party to such Contract or Equipment Contract
                  relating to the consummation of the transactions contemplated
                  by this Agreement, except for the notifications, consents and
                  approvals described in Schedule F.

         (l)      BUSINESS FINANCIAL STATEMENTS

                  Attached as Schedule G is a true and complete copy of the
                  Business Financial Statements. The Business Financial
                  Statements have been derived from the books and records of the
                  Vendors and fairly present in all material respects the
                  consolidated financial position of the Canadian Vendor as at
                  the respective dates thereof and the consolidated results of
                  the operations of the Canadian Vendor for the periods
                  indicated.

         (m)      BOOKS AND RECORDS

                  The books of account, minute books, stock record books and
                  other records of the Vendors, all of which have been made
                  available to the Purchasers, are complete and correct in all
                  material respects.

         (n)      NO CHANGES

                  Since March 31, 2002:

                  (i)      the Business has been carried on in its usual and
                           ordinary course and the Vendors have not entered into
                           any transaction out of the usual and ordinary course
                           of the Business;




<PAGE>
                                      -29-


                  (ii)     there has been no (A) damage, destruction or loss of
                           physical property; or (B) change in the affairs,
                           assets, liabilities, business, prospects, operations
                           or condition of the Business or the Purchased Assets,
                           financial or otherwise, however arising, including
                           without limiting the generality of the foregoing, as
                           a result of any legislative or regulatory change,
                           revocation of any licence or right to do business,
                           fire, explosion, accident, casualty, labour dispute,
                           loss of regular customers, or cancellation or
                           threatened cancellation of supply contracts, customer
                           agreements or relationships or other business
                           relationships, flood, drought, riot, storm,
                           condemnation, act of God, public force or otherwise,
                           except changes occurring in the usual and ordinary
                           course of business, which have not materially
                           adversely affected or which could reasonably be
                           expected to not materially adversely affect the
                           affairs, business, prospects, operations or condition
                           of the Business or the Purchased Assets, financial or
                           otherwise;

                  (iii)    the Vendors have not permitted any of the Purchased
                           Assets to become subjected to any Encumbrance;

                  (iv)     the Vendors have not sold, transferred or otherwise
                           disposed of any of the Purchased Assets except for:
                           (A) Purchased Assets sold in the ordinary course of
                           business which are minor in nature and not essential
                           to the operation of the Business; and (B) the sale of
                           its products in the ordinary course of the Business
                           for which fair value was received;

                  (v)      the Vendors have not cancelled or waived any material
                           claims or rights relating to the Purchased Assets or
                           the Business;

                  (vi)     the Vendors have not made any change in the method of
                           accounting practice applicable to the Business;

                  (vii)    the Vendors have not cancelled or reduced any
                           insurance coverage relating to the Purchased Assets
                           or the Business; or

                  (viii)   the Vendors have not increased the salary, wages,
                           bonus, commission or other compensation payable to
                           any of the Employees;

                  the Vendors have:

                  (ix)     used reasonable commercial efforts to keep available
                           the services of the Employees and agents of the
                           Business and to maintain their relations and goodwill
                           with the suppliers, customers, distributors and any
                           others having business relations with the Business;

                  (x)      used reasonable commercial efforts consistent with
                           past practice to preserve the possession and control
                           of the Purchased Assets and to preserve the
                           confidentiality of any confidential or proprietary
                           information of the Business;



<PAGE>
                                      -30-


                  (xi)     continued to make such capital expenditures as are
                           necessary or advisable, in the ordinary course of
                           business, to ensure basic maintenance of the
                           Purchased Assets and the Business and the health and
                           safety of their employees and the protection of the
                           environment; and

                  (xii)    complied with and satisfied all legally binding
                           covenants and obligations of the Vendors contained in
                           the letter of intent dated May 7, 2002 from Veritas
                           DGC to the Canadian Vendor, DH, BR and Vada.

         (o)      NON-ARM'S LENGTH TRANSACTIONS

                  With respect to the Business:

                  (i)      the Vendors have not since March 31, 2002, made any
                           payment or loan to, or borrowed any moneys from or
                           are otherwise indebted to, any officer, director,
                           employee, shareholder or any other Person not dealing
                           at arm's length with the Vendors (within the meaning
                           of the Tax Act) or any Affiliate of any of the
                           foregoing, except as disclosed on the Business
                           Financial Statements and except for usual employee
                           reimbursements and compensation paid in the ordinary
                           course of the Business; and

                  (ii)     except for Contracts of employment (of which the
                           Vendors have provided to the Purchasers true and
                           complete copies) the Vendors are not a party to any
                           Contract with any officer, director, employee,
                           shareholder or any other Person not dealing at arm's
                           length with the Vendors (within the meaning of the
                           Tax Act) or any Affiliate of any of the foregoing.

         (p)      TAXES

                  The Vendors have duly filed on a timely basis all tax returns
                  required to be filed by them and have paid or remitted all
                  taxes that are due and payable, and all assessments,
                  reassessments, governmental charges, penalties, interest and
                  fines due and payable by them pursuant to such returns and
                  assessments. The Vendors have made adequate provision for
                  taxes payable in respect of the Business and the Purchased
                  Assets for the current period and any previous period for
                  which tax returns are not yet required to be filed. There are
                  no actions, suits, proceedings, investigations or claims
                  pending or, to the knowledge of the Vendors, threatened
                  against the Vendors in respect of taxes, governmental charges
                  or assessments, nor are any material matters under discussion
                  with any governmental authority with respect to taxes,
                  governmental charges or assessments asserted by any such
                  authority. The Vendors have withheld from each payment made to
                  any of their past or present employees, officers or directors,
                  and to any non-residents of Canada the amount of all taxes and
                  other deductions required to be withheld therefrom, and have
                  paid the same to the proper tax authorities or other receiving
                  officers within the time required under any applicable
                  legislation. The UK Vendor is registered for UK VAT at the
                  Effective Date under VAT registration number 629 284 808. The
                  UK Vendor has complied materially with all statutory





<PAGE>
                                      -31-


                  provisions, rules, regulations, orders and directions
                  concerning VAT and has not been issued with any penalty
                  notice, any surcharge notice, or any Direction by HM Customs
                  and Excise under the VAT Act or any other relevant legislation
                  for the purpose of VAT in relation to a matter which would
                  affect the UK Business or the UK Vendor's assets. The UK
                  Vendor has maintained and obtained accounts, records, invoices
                  and other documents appropriate or requisite for the purpose
                  of VAT legislation arising in respect of, or in connection
                  with, the UK Business and such accounts, records, invoices or
                  other documents are complete, correct and up-to-date in all
                  material respects. The UK Vendor confirms that it is not in
                  arrears with any payments or returns or notifications under
                  the VAT Act and regulations, or liable to any forfeiture of
                  goods under the Customs and Excise Acts (as defined in the
                  Customs and Excise Management Act 1979) or any other VAT
                  legislation.

         (q)      LITIGATION

                  There are no actions, suits or proceedings (whether or not
                  purportedly on behalf of the Vendors) pending or, to the
                  knowledge of the Vendors, threatened against or affecting the
                  Vendors or the Purchased Assets at law or in equity or before
                  or by any federal, state, municipal or other governmental
                  department, court, commission, board, bureau, agency or
                  instrumentality, domestic or foreign, or before or by an
                  arbitrator or arbitration board. To the knowledge of the
                  Vendors, there are no grounds on which any such action, suit
                  or proceeding might be commenced with any reasonable
                  likelihood of success.

         (r)      RESIDENCY

                  The Canadian Vendor is resident in Canada for the purposes of
                  the Tax Act. No Purchased Assets being conveyed hereunder by
                  the US Vendor, the UK Vendor or the Australian Vendor are
                  located in Canada. The Canadian Vendor is registered for GST
                  purposes under the Excise Tax Act (Canada) whose registration
                  number is R 102261096.

         (s)      ENVIRONMENTAL

                  (i)      The Vendors, in respect of the Business and the
                           Purchased Assets, have been and are in compliance
                           with all applicable federal, state, municipal and
                           local laws, statutes, ordinances, by-laws, approvals
                           and regulations, and orders, directives and decisions
                           rendered by any governmental authority, commission,
                           bureau, department or administrative or regulatory
                           agency or similar body or instrumentality thereof
                           ("Environmental Laws") relating to the protection of
                           the environment, occupational health and safety save
                           for any non-compliance which is not material in the
                           context of the relevant Business.

                  (ii)     The Vendors, in connection with the Business, have
                           not used or permitted to be used, except in
                           compliance with all Environmental Laws, any of their
                           property or facilities to generate, manufacture,
                           process, distribute,




<PAGE>
                                      -32-


                           use, treat, store, dispose of, transport or handle
                           any Hazardous Substance. To the knowledge of the
                           Vendors, there is not any Hazardous Substance in, on
                           or under the Leased Premises or any of the other
                           Purchased Assets.

                  (iii)    In respect of the Business and the Purchased Assets,
                           the Vendors have never received any notice of, or
                           been prosecuted for non-compliance with, any
                           Environmental Laws, nor have the Vendors settled any
                           allegation of non-compliance short of prosecution.
                           There are no orders or directions relating to
                           environmental matters requiring any work, repairs or
                           construction or capital expenditures to be made with
                           respect to the Business or the Purchased Assets, nor
                           have the Vendors received notice of any of the same
                           and to the knowledge of the Vendors, there is no
                           basis for any such proceeding.

                  (iv)     The Vendors have not caused or permitted, nor do they
                           have any knowledge of, the release, in any manner
                           whatsoever, of any Hazardous Substance on or from any
                           of its properties or assets utilized in the Business,
                           or any such release on or from a facility owned or
                           operated by third parties but with respect to which
                           the Vendors in connection with the Business are or
                           may reasonably be alleged to have liability.

         (t)      CUSTOMERS AND SUPPLIERS

                  The Customers and Suppliers List sets out the major customers
                  of the Business (being those customers of the Business
                  accounting for more than 5% of sales for the period August 1,
                  2000 to March 31, 2002) and there has been no termination or
                  cancellation of, and no material modification or change in,
                  the Vendors' business relationship with any major customer or
                  group of major customers.

         (u)      PRODUCT WARRANTIES

                  Except as set forth in the Exception Letter, no contractual
                  warranties have been given to purchasers of products supplied
                  by the Vendors in connection with the Business.

         (v)      FULL DISCLOSURE

                  Neither this Agreement nor any document to be delivered by the
                  Vendors hereunder nor any certificate, report, statement or
                  other document furnished by the Vendors in connection with the
                  negotiation of this Agreement contains or will contain any
                  untrue statement of a material fact or omits or will omit to
                  state a material fact necessary to make the statements
                  contained herein or therein not misleading.

         (w)      EMPLOYEE PLANS

                  Other than as required by applicable law or as disclosed in
                  writing by the Vendors to Veritas DGC prior to the date
                  hereof, the Vendors do not have any retirement,



<PAGE>
                                      -33-


                  pension, bonus, stock purchase, profit sharing, stock option,
                  deferred compensation, severance or termination pay,
                  insurance, medical, hospital, dental, vision care, drug, sick
                  leave, disability, salary continuation, legal benefits,
                  employment insurance, vacation, incentive or other
                  compensation plan or arrangement or other employee benefit
                  that is maintained, or otherwise contributed to or required to
                  be contributed to, by the Vendors relating to the Business or
                  the Purchased Assets for the benefit of Employees or former
                  employees of the Vendors (the "Employee Plans") and a true and
                  complete list of each Employee Plan has been furnished to the
                  Purchasers. Each Employee Plan has been maintained in all
                  material respects in compliance with its terms and with the
                  requirements prescribed by any and all statutes, orders, rules
                  and regulations that are applicable to such Employee Plan. The
                  Vendors have made:

                  (i)      all contributions to, and payments from, each
                           Employee Plan that may have been required to be made
                           in accordance with the terms of any such Employee
                           Plan, and, where applicable, the laws of the
                           jurisdictions that govern such Employee Plan, have
                           been made in a timely manner;

                  (ii)     all material reports, returns and similar documents
                           (including applications for approval of
                           contributions) with respect to any Employee Plan
                           required to be filed with any government agency or
                           distributed to any Employee Plan participant have
                           been duly filed in a timely manner or distributed;

                  (iii)    to the knowledge of the Vendors, there are no pending
                           investigations by any governmental or regulatory
                           agency or authority involving or relating to any
                           Employee Plan, no threatened or pending claims
                           (except for claims for benefits payable in the normal
                           operation of the Employee Plans), suits or
                           proceedings against any Employee Plan or asserting
                           any rights or claims to benefits under any Employee
                           Plan that could give rise to a liability nor, to the
                           knowledge of the Vendors, are there any facts that
                           could give rise to any liability in the event of such
                           investigation, claim, suit or proceeding;

                  (iv)     no promise has been given to nor expectation created
                           on the part of any Employee, dependant or other
                           person (whether by employment contract or pension
                           plan documentation or otherwise) that any benefit
                           from any Employee Plan contributed to or promised by
                           any of the Vendors will equal or exceed (or be topped
                           up so as to equal or exceed) any output level defined
                           otherwise than solely by reference to the
                           contributions (plus investment return thereon)
                           already input to such Employee Plans; and

                  (v)      the only pension plan operated by the UK Vendor is a
                           defined contribution money purchase "group personal
                           pension plan".



<PAGE>
                                      -34-


         (x)      COLLECTIVE AGREEMENTS

                  The Vendors have not made any contracts with any labour union
                  or employee association nor made commitments to or conducted
                  negotiations with any labour union or employee association
                  with respect to any future agreements and, to the knowledge of
                  the Vendors, there are not any current attempts to organize or
                  establish any labour union or employee association with
                  respect to any Employees of the Vendors nor is there any
                  certification of any such union with regard to a bargaining
                  unit.

         (y)      EMPLOYEES

                  Schedule I contains a complete and accurate list of the names
                  of all individuals who are full-time, part-time or casual
                  employees or individuals engaged on contract to provide
                  employment services or sales or other agents or
                  representatives of the Vendors employed or engaged in the
                  Business (the "Employees") as of the date of this Agreement
                  (other than the Excluded Employees) specifying the length of
                  hire, title or classification and rate of salary or hourly pay
                  and commission or bonus entitlement (if any) for each such
                  Employee. Schedule I lists all Employees, including those on
                  leave of absence (paid or unpaid) and those in receipt of
                  benefits under Workers' Compensation or similar legislation,
                  who have been absent continually from work for a period in
                  excess of one month, as well as the reason for their absence.
                  There are no complaints, claims or charges outstanding, or to
                  the knowledge of the Vendors, anticipated, nor are there any
                  orders, decisions, directions or convictions currently
                  registered or outstanding by any tribunal or agency against or
                  in respect of the Vendors under or in respect of any
                  employment legislation. Schedule I lists all Employees in
                  respect of whom the Vendors have been advised by the Alberta
                  Workers' Compensation Board or similar body that such
                  Employees are in receipt of benefits under the Workers'
                  Compensation Act (Alberta) or similar legislation. The Vendors
                  are in compliance with the Employment Standards Code (Alberta)
                  or similar legislation, the Workers' Compensation Act
                  (Alberta) or similar legislation and other employment
                  legislation and, without limiting the generality of the
                  foregoing: (i) there are no appeals pending before an Alberta
                  Workers' Compensation Tribunal or similar body involving the
                  Vendors; (ii) all levies, assessments and penalties made
                  against the Vendors pursuant to the Workers' Compensation Act
                  (Alberta) or similar legislation have been paid by the
                  Vendors; (iii) there has been no change in the rating
                  assessment applicable to the Vendors or the Business under the
                  Workers' Compensation Act (Alberta) or similar legislation
                  during the past five years, except as described in Schedule I;
                  and (iv) to the knowledge of the Vendors, there are not any
                  audits currently being performed by the Alberta Workers'
                  Compensation Board or similar body.

         (z)      EMPLOYEE ACCRUALS

                  All accruals for unpaid vacation pay, premiums for employment
                  insurance, health premiums, Canada Pension Plan or similar
                  premiums, accrued wages, salaries and




<PAGE>
                                      -35-


                  commissions and employee benefit plan payments have been
                  reflected in the books and records of the Vendors.

         (aa)     NO LIABILITIES

                  There are no liabilities of the Vendors or its Affiliates,
                  whether or not accrued and whether or not determined or
                  determinable, in respect of which the Purchasers may become
                  liable on or after the consummation of the transaction herein
                  provided for, other than the Assumed Liabilities.

         (bb)     EQUIPMENT CONTRACTS

                  The Contract List sets forth a true and complete list of all
                  Equipment Contracts together with a description of the
                  equipment and vehicles to which the Equipment Contracts
                  relate. All of the Equipment Contracts are in full force and
                  effect and no default exists on the part of the Vendors, or,
                  to the knowledge of the Vendors, on the part of any of the
                  other parties thereto. The entire interest of the Vendors
                  under each of the Equipment Contracts is held by the Vendors
                  free and clear of any Encumbrances and all payments due under
                  the Equipment Contracts have been duly paid.

         (cc)     RESTRICTIONS ON TRANSFER

                  The Vendors are not subject to, or a party to, any charter or
                  by-law or other constating document restriction, law, claim,
                  contract or instrument, Encumbrance or other restriction of
                  any kind or character which would prevent the consummation of
                  the transactions contemplated by this Agreement or compliance
                  by the Vendors with the terms, conditions and provisions
                  hereof or thereof, except for the necessity of obtaining the
                  consents and the approvals described in Schedule F.

         (dd)     ISSUED AND OUTSTANDING SHARES

                  The Shareholders own all of the issued and outstanding capital
                  stock of the Canadian Vendor.

         (ee)     FINDER'S FEE

                  Except for Robert Bacon, there is no investment banker,
                  broker, finder or other intermediary which has been retained
                  by or is authorized to act on behalf of the Vendors or the
                  Shareholders who might be entitled to any fee or other
                  commission in connection with the transactions contemplated by
                  this Agreement.

Notwithstanding the foregoing, each of the corporate parties referred to in
Section 4.1(a), (b), (d)(ii), (d)(iii), (d)(v) and (ee) only makes the
representations and warranties contained therein with respect to itself. The
representations and warranties of the Vendors, HI, RST and Vada contained in
this Agreement shall survive the Closing and the execution or registration of
conveyances contemplated herein for a period of two years from the Closing Date
(and shall not





<PAGE>
                                      -36-


merge thereon or therein), provided that, the representations and warranties of
the Vendors contained in Sections 4.1(e) and (g) and any breach by the Vendors,
HI, RST and Vada of any representations and warranties contained in this
Agreement that constitute fraud or wilful misconduct shall survive the Closing
Date for a period equal to the Transition Period.

4.2      REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         The Purchasers, jointly and severally, represent and warrant to the
Vendors, DH, BR, HI, RST and Vada as of the date hereof and as of the Closing
Date and acknowledge and confirm that such parties are relying on such
representations and warranties in connection with the sale by the Vendors of the
Purchased Assets as follows:

         (a)      ORGANIZATION AND STANDING OF THE PURCHASERS

                  The Canadian Purchaser is a limited partnership duly organized
                  and validly existing under the laws of Alberta and has
                  partnership power and authority to own or lease its property,
                  to carry on its business as now being conducted by it and to
                  enter into this Agreement and to perform its obligations
                  hereunder. The Purchasers (other than the Canadian Purchaser)
                  are corporations duly incorporated and organized and validly
                  subsisting under the laws of their jurisdictions of
                  incorporation and have the corporate power to own or lease
                  their property, to carry on their business as now being
                  conducted by them and to enter into this Agreement and to
                  perform their obligations hereunder. The Purchasers are duly
                  qualified as either partnerships or corporations (as
                  applicable) to do business in each jurisdiction in which the
                  nature of their business makes such qualification necessary
                  except where the failure to be so qualified would not have a
                  material adverse effect on their business.

         (b)      AUTHORIZATION

                  This Agreement has been duly authorized, executed and
                  delivered by the Purchasers and is a legal, valid and binding
                  obligation of the Purchasers, enforceable against the
                  Purchasers by the Vendors, HI, RST, DH, BR and Vada in
                  accordance with its terms, except as such enforcement may be
                  limited by common law, bankruptcy, insolvency and other laws
                  affecting the rights of creditors generally and except that
                  equitable remedies may only be granted in the discretion of a
                  court of competent jurisdiction. The Purchasers have taken all
                  required board action necessary to authorize the execution,
                  delivery and performance of this Agreement. The Purchasers
                  have also obtained the consent of Petroleum Geoservices ASA to
                  duly execute and be bound by this Agreement.

         (c)      NO VIOLATION

                  The execution and delivery of this Agreement by the Purchasers
                  and the consummation of the transactions herein provided for
                  will not result in the violation of, or constitute a default
                  under, or conflict with or cause the acceleration of any
                  obligation of the Purchasers under:



<PAGE>
                                      -37-


                  (i)      any contract to which one or more of the Purchasers
                           is a party or by which it is bound;

                  (ii)     any provision of the constating documents or by-laws
                           or resolutions of the boards of directors (or any
                           committees thereof) or shareholders of the
                           Purchasers;

                  (iii)    any judgment, decree, order or award of any court,
                           governmental body or arbitrator having jurisdiction
                           over the Purchasers; or

                  (iv)     any applicable law, statute, ordinance, regulation or
                           rule.

         (d)      CONSENTS AND APPROVALS

                  Except as required under the Investment Canada Act, there is
                  no requirement for the Purchasers to make any filing with,
                  give any notice to or obtain any licence, permit, certificate,
                  registration, authorization, consent or approval of, any
                  government or regulatory authority as a condition to the
                  lawful consummation of the transactions contemplated by this
                  Agreement.

         (e)      INVESTMENT CANADA

                  Veritas DGC is a WTO investor within the meaning of the
                  Investment Canada Act.

         (f)      GST REGISTRATION

                  The Canadian Purchaser is registered for GST purposes under
                  the Excise Tax Act (Canada) whose registration number is
                  86505 6444RT0001. The UK Purchaser is registered for VAT at
                  the Effective Date under VAT registration number 629 284 808.

The representations and warranties of the Purchasers shall survive the Closing
and execution or registration of conveyances contemplated herein for a period of
2 years from the Closing Date (and shall not merge thereon or therein), provided
that, any breach by the Purchasers of any representations and warranties
contained in this Agreement that constitute fraud or wilful misconduct shall
survive the Closing Date for so long as legally possible.

4.3      REPRESENTATIONS AND WARRANTIES OF VERITAS DGC

         Veritas DGC represents and warrants to the Vendors, DH, BR, HI, RST and
Vada as of the date hereof and as of the Closing Date and acknowledges and
confirms that such parties are relying on such representations and warranties in
connection with the sale by the Vendors of the Purchased Assets as follows:



<PAGE>
                                      -38-


         (a)      ORGANIZATION AND STANDING OF VERITAS DGC

                  Veritas DGC is a corporation duly incorporated and organized
                  and validly subsisting under the laws of its jurisdiction of
                  incorporation and has the corporate power to own or lease its
                  property, to carry on its business as now being conducted by
                  it and to enter into this Agreement and to perform its
                  obligations hereunder. Veritas DGC is duly qualified as a
                  corporation to do business in each jurisdiction in which the
                  nature of its business makes such qualification necessary
                  except where the failure to be so qualified would not have a
                  material adverse effect on its business.

         (b)      AUTHORIZATION

                  This Agreement has been duly authorized, executed and
                  delivered by Veritas DGC and is a legal, valid and binding
                  obligation of Veritas DGC, enforceable against Veritas DGC by
                  the Vendors, DH, BR, HI, RST and Vada in accordance with its
                  terms, except as such enforcement may be limited by
                  bankruptcy, insolvency and other laws affecting the rights of
                  creditors generally and except that equitable remedies may
                  only be granted in the discretion of a court of competent
                  jurisdiction. Veritas DGC has taken all required board action
                  necessary to authorize the execution, delivery and performance
                  of this Agreement. Veritas DGC has also obtained the consent
                  of Petroleum Geoservices ASA to duly execute and be bound by
                  this Agreement.

         (c)      NO VIOLATION

                  The execution and delivery of this Agreement by Veritas DGC
                  and the consummation of the transactions herein provided for
                  will not result in the violation of, or constitute a default
                  under, or conflict with or cause the acceleration of any
                  obligation of Veritas DGC under:

                  (i)      any contract to which Veritas DGC is a party or by
                           which it is bound;

                  (ii)     any provision of the constating documents or by-laws
                           or resolutions of the board of directors (or any
                           committees thereof) or shareholders of Veritas DGC;

                  (iii)    any judgment, decree, order or award of any court,
                           governmental body or arbitrator having jurisdiction
                           over Veritas DGC; or

                  (iv)     any applicable law, statute, ordinance, regulation or
                           rule.

         (d)      CONSENTS AND APPROVALS

                  Except as contemplated herein, there is no requirement for
                  Veritas DGC to make any filing with, give any notice to or
                  obtain any licence, permit, certificate, registration,
                  authorization, consent or approval of, any government or
                  regulatory




<PAGE>
                                      -39-


                  authority as a condition to the lawful consummation of the
                  transactions contemplated by this Agreement.

         (e)      SECURITIES LAWS FILINGS

                  (i)      Veritas DGC has filed with the Canadian provincial
                           securities commissions and the Commission all forms,
                           reports, schedules, statements and other documents
                           required to be filed by it since December 31, 2000;

                  (ii)     since December 31, 2000, its public disclosure
                           documents at the time filed, except to the extent
                           that such statements have been modified or superseded
                           by a later public disclosure document, (A) did not
                           contain any misrepresentation, as defined under
                           applicable securities laws and (B) complied in all
                           material respects with the requirements of applicable
                           securities laws;

                  (iii)    it has not filed any confidential material change
                           report since December 31, 2000, which remains
                           confidential; and

                  (iv)     the consolidated financial statements of Veritas DGC
                           (including notes thereto) included in its public
                           disclosure documents under the requirements of
                           applicable securities laws present fairly its
                           consolidated financial position, its consolidated
                           results of operations and cash flows and surplus and
                           the other information purported to be shown therein
                           at the respective dates and for the respective
                           periods to which they apply; such financial
                           statements have been prepared in conformity with
                           United States generally accepted accounting
                           principles (except, in the case of unaudited
                           statements, as permitted by the Commission), as
                           applicable, consistently applied throughout the
                           periods involved (except as may be indicated in the
                           notes thereto), and all adjustments necessary for a
                           fair presentation of the results for such periods
                           have been made (subject, in the case of unaudited
                           statements, to normal year-end audit adjustments).

         (f)      VERITAS COMMON STOCK

                  The Veritas Common Stock, to be issued in accordance with the
                  terms and provisions of this Agreement, when issued will be
                  duly authorized and validly issued and will not be subject to
                  any Encumbrances or any pre-emptive or other statutory right
                  of shareholders or adverse claims of any kind whatsoever and
                  will be issued in compliance with applicable securities laws
                  in the United States and in the Province of Alberta.

         (g)      SECURITIES AUTHORITIES

                  No securities commission has suspended trading of any
                  securities of Veritas DGC and Veritas DGC is not in default of
                  any material requirement of a securities commission or similar
                  regulatory authority nor has there been issued any order
                  preventing or suspending trading of any securities of Veritas
                  DGC and no such




<PAGE>
                                      -40-


                  proceeding is, to the knowledge of Veritas DGC, pending,
                  contemplated or threatened.

         (h)      REPORTING ISSUER STATUS

                  Veritas DGC is and has been for more than one year a reporting
                  issuer in the provinces of Alberta and Ontario, is not on the
                  list of defaulting reporting issuers maintained by the
                  securities commission in any such jurisdictions.

         (i)      TRANSFER OF SHARES

                  At or before the Time of Closing, Veritas DGC shall cause all
                  necessary steps and corporate proceedings to be taken in order
                  to permit the Rights and Veritas Common Stock to be issued
                  under this Agreement to the Vendors to be duly issued to the
                  Vendors.

         (j)      LISTING OF VERITAS COMMON STOCK

                  (i)      the currently issued and outstanding Veritas Common
                           Stock is listed and posted for trading on the New
                           York Stock Exchange and the Toronto Stock Exchange;
                           and

                  (ii)     Veritas DGC shall use commercially reasonable efforts
                           to obtain prior to the completion of the procedures
                           contemplated in Section 5.10 the necessary regulatory
                           consents from the New York Stock Exchange and the
                           Toronto Stock Exchange for the issuance of the
                           Veritas Common Stock to be issued hereunder, and for
                           the listing of such Veritas Common Stock.

         (k)      LETTER OF INTENT

                  Veritas DGC has complied with and satisfied all of its legally
                  binding covenants and obligations contained in the letter of
                  intent dated May 7, 2002 from Veritas DGC to the Canadian
                  Vendor, Vada, DH and BR.

The representations and warranties of Veritas DGC shall survive the Closing and
execution or registration of conveyances contemplated herein for a period of 2
years from the Closing Date (and shall not merge thereon or therein), provided
that, any breach by Veritas DGC of any representations and warranties contained
in this Agreement that constitute fraud or wilful misconduct shall survive the
Closing Date for so long as legally possible.

                                    ARTICLE V
                              ANCILLARY AGREEMENTS

5.1      EMPLOYEES

         (a)      Subject to Section 5.3, the Vendors have advised all Employees
                  (other than those listed in Schedule K (the "Excluded
                  Employees")) of this transaction and have




<PAGE>
                                      -41-


                  terminated their employment effective on the Effective Date in
                  accordance with the form of the joint notice of termination
                  and offer of employment set out in Schedule L. The Purchasers
                  have offered comparable employment (including without
                  limitation, position, salary and the Purchasers' standard
                  benefits but excluding pensions), effective from the Effective
                  Date, to all Employees of the Vendors other than Excluded
                  Employees. The Vendors and Purchasers shall use all reasonable
                  commercial efforts to attempt to induce all Employees (other
                  than Excluded Employees) to enter into employment with the
                  Purchasers in the Business so as to ensure continuity of
                  employment. The Vendors shall pay and satisfy, as at the
                  Effective Date, all salaries, wages, termination pay, wrongful
                  dismissal claims, holiday pay, annual leave pay, employment
                  insurance premiums, workers' compensation (or equivalent)
                  payments, income tax and pension plan (or equivalent)
                  deductions if applicable and other payments to be made to or
                  on behalf of the Employees to and including the Effective
                  Date. Notwithstanding the foregoing, the Purchasers will
                  recognize and be responsible for that vacation time earned
                  during and after the 2001 calendar year and to be taken after
                  the Effective Date for those Employees who have agreed to be
                  and are hired as employees of the Purchasers. As well, the
                  Purchasers shall assume at the Time of Closing the years of
                  service and all respective severance obligations or other
                  length of service related benefits of all such Employees so
                  hired by the Purchasers. In addition and subject to the
                  aforesaid obligations of the Vendors, the Purchasers are only
                  responsible for those Employees of the Vendors whose
                  employment by the Vendors has been terminated and who have
                  agreed to be hired as employees of the Purchasers.

         (b)      With respect to any other Employee Plans not specifically
                  addressed in this Agreement, incentive plans, bonus plans,
                  equity-based compensation plans, severance and fringe benefit
                  plans, the Vendors shall retain all liability therefor and the
                  Purchasers shall have no liability therefor.

         (c)      The Vendors shall retain all liability for any workers'
                  compensation claims of the Employees arising from or relating
                  to any injury, illness or condition incurred or existing prior
                  to the Effective Date.

         (d)      No third party benefits in favor of any Person, including the
                  Employees, will be created, implied or inferred from the
                  provisions of this Section 5.1.

         (e)      Notwithstanding anything else in this Agreement and in
                  particular Sections 5.1(a), (b), (c) and (d), the following
                  provisions of this Section 5.1 shall apply in respect of the
                  UK Employees.

                  (i)      The UK Vendor and the UK Purchaser agree that the
                           sale of UK Business constitutes a transfer of an
                           undertaking for the purposes of the Transfer of
                           Undertakings (Protection of Employment) Regulations
                           1981 ("the Transfer Regulations") and accordingly the
                           contracts of employment of the UK Employees will
                           (with the exception of any terms relating to an
                           occupational pension scheme) have effect from the
                           Closing Date as if




<PAGE>
                                      -42-


                           originally made between the UK Employees and the UK
                           Purchaser unless any such Employee objects to being
                           transferred in accordance with Regulation 5(4A) of
                           the Transfer Regulations.

                  (ii)     All amounts payable under or in connection with the
                           contract of employment of each of the UK Employees in
                           respect of any period prior to the Effective Date
                           shall be for the account of the UK Vendor and
                           thereafter for the account of the UK Purchaser and
                           any necessary apportionment shall be made as at the
                           Effective Date and the UK Purchaser shall indemnify
                           the UK Vendor and keep it fully indemnified at all
                           times against all statutory, contractual and common
                           law liabilities to or in respect of or on behalf of
                           any of the UK Employees on or after the Effective
                           Date.

                  (iii)    The UK Purchaser shall indemnify the UK Vendor in
                           respect of any costs arising from the change of
                           employer occurring by reason (A) of the operation of
                           the Transfer Regulations being a significant change
                           and to the detriment of the UK Employees and/or (b)
                           as a consequence of the UK Purchaser's direct or
                           indirect discussions or communications with the UK
                           Vendor and/or any UK Employee about this transaction
                           and/or the terms or circumstances of it or the UK
                           Purchaser's proposed changes to the UK Employees'
                           terms and conditions (including any proposal by the
                           UK Purchaser to withdraw the occupational pension
                           entitlements and/or arrangements applicable prior to
                           the Effective Date.

                  (iv)     The UK Vendor hereby warrants to the UK Purchaser
                           that the UK Vendor has complied with the provisions
                           of Regulation 10 of the Transfer Regulations with
                           respect to the UK Employees.

                  (v)      The UK Vendor hereby irrevocably and unconditionally
                           agrees with UK Purchaser to indemnify and keep
                           indemnified the UK Purchaser from and against all
                           claims by and liabilities to any person (other than
                           the UK Employees) claiming to be an employee or ex
                           employee in respect of the UK Business to whom the
                           Transfer Regulations apply in respect of the transfer
                           of the UK Business to the UK Purchaser and any
                           losses, liabilities, costs or expenses caused by any
                           order made in respect of such person pursuant to or
                           due to the existence or operation of the Transfer
                           Regulations together with any relevant costs,
                           expenses or liabilities incurred by the UK Purchaser
                           in respect of such claims including without prejudice
                           to the generality of the foregoing the amount of any
                           payment made by the UK Purchaser to any such person
                           to settle any such claim.

5.2      EMPLOYMENT AGREEMENTS

         On the Closing Date, the Canadian Purchaser and DH and the Canadian
Purchaser and BR shall enter into the Employment Agreements.




<PAGE>
                                      -43-


5.3      MAINTENANCE OF RECORDS OF VENDORS AND CONFIDENTIALITY

         For a period of 2 years following the Closing Date or such further
periods of time as records may be required to be maintained by law, the Vendors
shall keep and maintain all of their books, records, invoices, statements,
files, correspondence and other materials as presently maintained and
supplemented for the Business or any of the Purchased Assets up to the Closing
Date and which were not left in the possession of the Purchasers (it being the
intention that all such records will be left on the Closing Date in the
possession of the Purchasers), at a reasonable location of which, if applicable,
the Vendors shall advise the Purchasers. The Purchasers, their representatives,
accountants and solicitors shall have access thereto at all reasonable times and
at the Purchasers' own cost and expense may make extracts therefrom and
photocopies thereof, it being the intention of the parties hereto that all such
information which may be of benefit to the Purchasers in the continuance of the
conduct of the Business shall be made available to the Purchasers for the
limited time aforesaid. For those books, records, invoices, statements, files,
correspondence and other materials relating to the Business and/or the Purchased
Assets which are left in the possession of the Purchasers on Closing for the
benefit of the Purchasers, the Purchasers shall make same available for
inspection by representatives of the Vendors during normal business hours and
upon reasonable notice for the same.

5.4      AGENTS

         The Vendors covenant and agree that, should any claim for any
commission or other payment with respect to the sale contemplated herein be made
by any Person, firm or corporation representing that they have been retained by
one or more of the Vendors or their Affiliates, the Vendors shall be responsible
for settlement thereof.

5.5      COSTS

         It is understood and agreed that all expenses incurred by or on behalf
of the parties hereto including, without limiting the generality of the
foregoing, fees and expenses of agents, counsel, solicitors, consultants and
accountants employed by the parties herein in connection with the authorization,
preparation, execution and performance of this Agreement shall be borne solely
by the party or parties who have incurred the same, and the other party or
parties shall have no liability in respect thereof, save as otherwise expressly
provided in this Agreement. In the event that any legal action is commenced to
enforce or interpret this Agreement, or any part thereof the non-prevailing
party shall pay all reasonable solicitors fees (on a solicitor and his own
client full indemnity basis) and all reasonable costs and expenses of the
prevailing party incurred as a result thereof.

5.6      NO ASSUMPTION OF LIABILITY BY PURCHASERS

         Except as otherwise specifically set forth herein, the Purchasers shall
not be responsible or liable in any way whatsoever for any obligations,
covenants or liabilities of the Vendors of whatever nature or howsoever arising.



<PAGE>
                                      -44-


5.7      NAME CHANGE

         At the Time of Closing (or as soon as practicable thereafter) the
Vendors shall change their names and shall cause all of their respective
Affiliates to change their names to delete any reference therein to
"Hampson-Russell".

5.8      WARRANTIES

         The Vendors shall retain responsibility for all product warranties of
the Vendors, express or implied relating to the conduct of the Business at any
time prior to the Effective Date, provided that, if requested by the Vendors,
the Purchasers will perform any required warranty work and will be reimbursed
therefor at cost by the Vendors.

5.9      RESTRICTION

         In consideration for the execution by the Purchasers of this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each of the Vendors, DH, BR, HI, RST and Vada hereby
agrees (for themselves and their representatives) with the Purchasers that, from
the date of the execution of this Agreement to the Closing Date or such other
date as the parties may mutually agree, it shall not, without the prior written
consent of the Purchasers, engage or attempt to engage, directly or indirectly,
in any negotiations or discussions or solicit, directly or indirectly any offer
of any kind or expression of interest with other parties respecting a
transaction similar to that contemplated herein (involving, without limitation,
either shares or assets).

5.10     REGISTRATION RIGHTS

         (a)      Veritas DGC will use reasonable efforts to register under the
                  U.S. Securities Act of 1933, as amended (the "Securities
                  Act"), the Shares pursuant to a non-underwritten offering
                  having a period of distribution not to exceed one year from
                  the date of effectiveness of the Registration Statement (as
                  defined herein). In furtherance of such obligation, Veritas
                  DGC shall file, as soon as possible and, in any event within
                  45 days after the Closing Date, with the U.S. Securities and
                  Exchange Commission (the "Commission") a registration
                  statement on the appropriate form seeking the registration for
                  resale of the Shares (the "Registration Statement"), pursuant
                  to a non-underwritten offering in accordance with the plan of
                  distribution described therein so that the Shares are
                  registered and freely tradeable in the United States except
                  for regulations applicable to affiliates, officers and
                  directors of Veritas DGC and its Affiliates. Such 45 day
                  period shall be extended as necessary in the event that
                  Veritas DGC does not receive all information from the Vendors,
                  their Affiliates and employees required to be included in the
                  Registration Statement. References in this Section 5.10 to the
                  Shares shall be deemed to include any shares of Veritas Common
                  Stock or other securities received by the Canadian Vendor on
                  account of any stock split, stock dividend or merger of
                  Veritas DGC.

         (b)      Notwithstanding anything to the contrary contained in this
                  Section 5.10, Veritas DGC shall not be obligated to prepare
                  and file the Registration Statement




<PAGE>
                                      -45-


                  pursuant to this Section 5.10, or prepare or file any
                  amendment or supplement thereto, at any time when Veritas DGC
                  reasonably believes that the filing thereof, or the offering
                  of securities pursuant thereto, would adversely affect a
                  pending or proposed public offering of securities of Veritas
                  DGC, an acquisition, merger, recapitalization, consolidation,
                  reorganization or similar transaction relating to Veritas DGC
                  or negotiations, discussions or pending proposals with respect
                  thereto or require premature disclosure of information not
                  otherwise required to be disclosed to the potential detriment
                  of Veritas DGC.

         (c)      Notwithstanding anything to the contrary contained in this
                  Section 5.10, Veritas DGC shall be permitted, on written
                  notice to the Canadian Vendor, to suspend the period of sale
                  or distribution of the Shares at any time when Veritas DGC
                  reasonably believes that the sale or distribution thereof
                  would adversely affect a pending or proposed public offering
                  of securities of Veritas DGC, an acquisition, merger,
                  recapitalization, consolidation, reorganization or similar
                  transaction relating to Veritas DGC or negotiations,
                  discussions or pending proposals with respect thereto or
                  require premature disclosure of information not otherwise
                  required to be disclosed to the potential detriment of Veritas
                  DGC.

         (d)      The filing of the Registration Statement, or any amendment or
                  supplement thereto, by Veritas DGC may not be deferred
                  pursuant to Section 5.10(b), and the sale and distribution of
                  the Shares may not be suspended pursuant to Section 5.10(c),
                  for more than 45 days after the abandonment or consummation
                  (or the completion of the distribution of securities in the
                  case of a public offering) of any of the proposals or
                  transactions described therein.

         (e)      The Canadian Vendor agrees and covenants to fully cooperate
                  with and assist Veritas DGC and its counsel and
                  representatives in connection with Veritas DGC's obligations
                  under this Section 5.10, including providing such information
                  as requested by Veritas DGC in connection the preparation of
                  the Registration Statement and the resale of the Shares.

         (f)      Veritas DGC will, subject to the other provisions of this
                  Section 5.10:

                  (i)      seek to cause the Registration Statement to become
                           and remain effective for a period of up to one year
                           following the effectiveness of the Registration
                           Statement or such shorter period of time until the
                           transfer or sale of all the Shares has been
                           completed;

                  (ii)     as expeditiously as reasonably practicable, prepare
                           and file with the Commission such amendments and
                           supplements to the Registration Statement and the
                           prospectus used in connection therewith as may be
                           necessary to keep the Registration Statement
                           effective and to comply with the provisions of the
                           Securities Act with respect to the disposition of the
                           Shares covered by the Registration Statement in
                           accordance with the intended method of distribution
                           set forth therein;


<PAGE>
                                      -46-


                  (iii)    as expeditiously as reasonably practicable, furnish
                           to the Canadian Vendor such number of copies of
                           prospectuses and preliminary prospectuses in
                           conformity with the requirements of the Securities
                           Act, and such other documents as the Canadian Vendor
                           may reasonably request, in order to facilitate the
                           public sale or other disposition in the United States
                           of the Shares owned by the Canadian Vendor; provided,
                           however, that the obligation of Veritas DGC to
                           deliver copies of prospectuses or preliminary
                           prospectuses to the Canadian Vendor shall be subject
                           to the receipt by Veritas DGC of reasonable
                           assurances from the Canadian Vendor that it will
                           comply with the applicable provisions of the
                           Securities Act and of such other securities laws as
                           may be applicable in connection with any use by it of
                           any prospectuses or preliminary prospectuses;

                  (iv)     as expeditiously as practicable, use its best efforts
                           to register or qualify the Shares under such other
                           securities laws of such United States jurisdictions
                           as the Canadian Vendor shall reasonably request
                           (considering the nature and size of the offering) and
                           do any and all other acts and things which may be
                           necessary or desirable to enable the Canadian Vendor
                           to consummate the public sale or other disposition in
                           such jurisdictions of the Shares; provided, however,
                           that Veritas DGC shall not be required to qualify to
                           transact business as a foreign corporation in any
                           jurisdiction in which it would otherwise not be
                           required to be so qualified or to take any action
                           which would subject it to general service of process
                           in any jurisdiction in which it is not then so
                           subject; and

                  (v)      bear all Registration Expenses (as defined below) in
                           connection with the registration hereunder; provided,
                           however, that all Selling Expenses (as defined below)
                           of the Shares and all fees and disbursements of
                           counsel for the Canadian Vendor shall be borne by the
                           Canadian Vendor. For purposes of this Section
                           5.10(f), expenses incurred by Veritas DGC in
                           complying with this Section 5.10 include (i) all U.S.
                           registration and filing fees; (ii) all printing
                           expenses, (iii) all fees and disbursements of counsel
                           for Veritas DGC, (iv) all blue sky fees and expenses,
                           and (v) all fees and expenses of accountants for
                           Veritas DGC, and such expenses are herein referred to
                           as "Registration Expenses". All brokerage and selling
                           commissions and fees and expenses of counsel for the
                           Canadian Vendor in connection with any such
                           registration or resale are herein referred to as
                           "Selling Expenses".

         (g)      Indemnification.

                  (i)      In the event of a registration of the Shares under
                           the Securities Act pursuant to this Agreement,
                           Veritas DGC will indemnify and hold harmless the
                           Canadian Vendor and any other Person, if any, who
                           controls the Canadian Vendor within the meaning of
                           Section 15 of the Securities Act, against any losses,
                           claims, damages or liabilities, joint or several, to
                           which the Canadian Vendor or such controlling Person
                           may become





<PAGE>
                                      -47-


                           subject under the Securities Act or otherwise,
                           insofar as such losses, claims, damages or
                           liabilities or actions in respect thereof arise out
                           of or are based upon any untrue statement or alleged
                           untrue statement of any material fact contained, on
                           the effective date thereof, in the Registration
                           Statement, any preliminary prospectus distributed
                           with the consent of Veritas DGC or final prospectus
                           contained therein, or any amendment thereof or
                           supplement thereto, including all documents
                           incorporated by reference therein, or arise out of or
                           are based upon the omission or alleged omission to
                           state therein a material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading, and will, unless Veritas DGC assumes
                           the defense as provided in Section 5.10(g)(iii),
                           promptly following request and receipt of reasonable
                           supporting documents, such as invoices, reimburse the
                           Canadian Vendor and each such controlling Person for
                           any legal or any other expenses reasonably incurred
                           by them in connection with investigating or defending
                           any such loss, claim, damage, liability or action;
                           provided, however, that Veritas DGC will not be
                           liable in any such case to the extent that any such
                           loss, claim, damage or liability arises out of or is
                           based upon an untrue statement or alleged untrue
                           statement or omission or alleged omission made in
                           such Registration Statement, such preliminary
                           prospectus, such final prospectus or such amendment
                           or supplement, including all documents incorporated
                           by reference therein, in reliance upon and in
                           conformity with written information furnished to
                           Veritas DGC by or on behalf of the Canadian Vendor or
                           a controlling Person thereof specifically for use in
                           the preparation thereof.

                  (ii)     In the event of any registration of the Shares under
                           the Securities Act pursuant to this Agreement, the
                           Canadian Vendor will indemnify and hold harmless
                           Veritas DGC and the Purchasers and each Person, if
                           any, who controls Veritas DGC or the Purchasers
                           within the meaning of Section 15 of the Securities
                           Act, each officer of Veritas DGC who signs the
                           Registration Statement, each director of Veritas DGC
                           and each Person who controls any underwriter (if any)
                           within the meaning of Section 15 of the Securities
                           Act, against any and all such losses, claims,
                           damages, liabilities or actions which Veritas DGC or
                           such officer, director, underwriter (if any) or
                           controlling Person may become subject under the
                           Securities Act or otherwise, and will reimburse
                           Veritas DGC, each such officer, director, underwriter
                           (if any) and controlling Person for any legal or any
                           other expenses reasonably incurred by such party in
                           connection with investigating or defending any such
                           loss, claim, damage, liability or action, if (A) such
                           loss, claim, damage, liability or action in respect
                           thereof arises out of or is based upon any untrue
                           statement or alleged untrue statement of any material
                           fact contained in the Registration Statement or any
                           such prospectus, or any amendment thereof or
                           supplement thereto, or arises out of or is based upon
                           the omission or alleged omission to state therein a
                           material fact required to be stated therein or
                           necessary to make the statements therein not
                           misleading and such statement or omission of a




<PAGE>
                                      -48-


                           material fact was made in reliance upon and in
                           conformity with information furnished to Veritas DGC
                           by or on behalf of the Canadian Vendor specifically
                           for use in connection with the preparation of the
                           Registration Statement or prospectus or (B) such
                           loss, claim, damage, liability or action in respect
                           thereof arises out of or is based upon the Canadian
                           Vendor's failure to deliver any required prospectus
                           or otherwise comply with applicable laws regarding
                           the same.

                  (iii)    Promptly after receipt by any indemnified Person of
                           notice of any claim or commencement of any action in
                           respect of which indemnity is to be sought against an
                           indemnifying Person pursuant to this Section 5.10,
                           such indemnified Person shall notify the indemnifying
                           Person in writing of such claim or of the
                           commencement of such action, and, subject to
                           provisions hereinafter stated, in case any such
                           action shall be brought against an indemnified Person
                           and such indemnifying Person shall have been notified
                           of the same, such indemnifying Person shall be
                           entitled to participate therein, and, to the extent
                           it shall wish, to assume the defense thereof, with
                           counsel reasonably satisfactory to such indemnified
                           Person, and after notice from the indemnifying Person
                           to such indemnified Person of its election to assume
                           the defense thereof, such indemnifying Person shall
                           not be liable to such indemnified Person in
                           connection with the defense thereof; provided,
                           however, if there exists or will exist a conflict of
                           interest which would make it inappropriate in the
                           reasonable judgment of the indemnified Person for the
                           same counsel to represent both the indemnified Person
                           and such indemnifying Person then such indemnifying
                           Person shall be entitled to retain its own counsel at
                           the expense of such indemnifying Person; provided
                           further, however, the indemnifying Person shall not
                           be required to pay for more than one separate counsel
                           for all of the indemnified Persons in addition to any
                           local counsel. Payment of any amounts due pursuant to
                           this Section 5.10(g) shall be made within 10 Business
                           Days after notice is sent by the indemnified Person.

         (h)      If Rule 144 or Rule 145 as promulgated under the Securities
                  Act or any successor or similar rule or statute shall permit
                  the unconditional sale of the Shares, the rights of the
                  Canadian Vendor as to the registration provided for in this
                  Agreement as to the Shares shall terminate immediately.

         (i)      Veritas DGG hereby covenants and agrees with the Canadian
                  Vendor that it shall use best efforts to, as soon as
                  practicable following Closing, obtain a favourable opinion of
                  U.S. counsel with respect to the issuance and registration of
                  the Shares hereunder and related U.S. securities law matters,
                  in a form acceptable to the Canadian Vendor, acting reasonably
                  and to rectify any deficiencies in the issuance of the Shares
                  as contemplated herein identified in such opinion.



<PAGE>
                                      -49-


5.11     BONUS PLAN

         At the Time of Closing Veritas DGC shall institute a bonus plan in a
form mutually agreed and Veritas DGC shall maintain such bonus plan throughout
the Transition Period and for so long thereafter as is necessary to make the
bonus payments contemplated therein.

                                   ARTICLE VI
                              CONDITIONS ON CLOSING

6.1      CONDITIONS FOR THE BENEFIT OF THE PURCHASERS

         The Closing is subject to the following conditions to be fulfilled or
performed at or prior to the Time of Closing, which conditions are for the
exclusive benefit of the Purchasers and may be waived in whole or in part by the
Purchasers in their sole discretion:

         (a)      the representations and warranties of the Vendors, HI, RST and
                  Vada contained in this Agreement shall be true and correct in
                  all material respects, as of the Closing Date with the same
                  force and effect as if such representations and warranties had
                  been made on and as of such date (except as affected by the
                  transactions contemplated or permitted by this Agreement), and
                  the Vendors, HI, RST and Vada shall have executed and
                  delivered a certificate of a senior officer to that effect.
                  The receipt of such certificate and the Closing shall not be a
                  waiver of the representations and warranties of the Vendors,
                  HI, RST and Vada which are contained in this Agreement. Upon
                  the delivery of such certificate, the representations and
                  warranties of the Vendors, HI, RST and Vada shall be deemed to
                  have been made on and as of the Closing Date (except as
                  affected by the transactions contemplated or permitted by this
                  Agreement) with the same force and effect as if made on and as
                  of such date;

         (b)      all authorizations, consents, orders and approvals (including
                  without limitation those of shareholders, regulatory agencies,
                  governmental agencies and other third parties) necessary for
                  the performance by the Vendors, DH, BR, HI, RST and Vada of
                  this Agreement and the completion of the transactions
                  hereunder shall have been obtained in form and substance
                  satisfactory to the Purchasers, acting reasonably, and there
                  shall be in effect no preliminary or permanent injunction or
                  other court, or governmental or regulatory agency of competent
                  jurisdiction directing that the transactions contemplated by
                  this Agreement not be consummated;

         (c)      all agreements and other documents to be executed and
                  delivered at Closing shall have been executed and delivered by
                  the respective parties thereto;

         (d)      the Purchasers and the Purchasers' Solicitors, acting
                  reasonably, shall have approved all transfers, assignments,
                  conveyances and other documents which are necessary to effect
                  the transactions contemplated by this Agreement;



<PAGE>
                                      -50-


         (e)      no substantial damage or destruction to the Purchased Assets
                  by fire or other event shall have occurred which would
                  adversely affect the operations of the Business;

         (f)      no material adverse change shall have occurred in the affairs,
                  operations, business or financial condition of either the
                  Vendors or the Purchased Assets, from and after the date
                  hereof; and

         (g)      at Closing the Vendors shall have delivered to the Purchasers
                  an opinion of the Vendors' Solicitors in the form attached as
                  Schedule J.

6.2      NON-PERFORMANCE BY THE VENDORS, DH, BR, HI, RST AND VADA

         If any condition, obligation or covenant of the Vendors, DH, BR, HI,
RST and Vada to be performed at or prior to the Time of Closing shall not have
been fulfilled or performed by such time, the Purchasers may terminate this
Agreement by notice in writing to the Vendors, DH, BR, HI, RST and Vada, and in
such event the Purchasers shall be released from all of their obligations
hereunder. The Vendors, DH, BR, HI, RST and Vada shall only be released from
their respective obligations hereunder if the condition or conditions for the
non-performance of which the Purchasers have terminated this Agreement are not
reasonably capable of being performed or caused to be performed by all or any of
the Vendors, DH, BR, HI, RST and Vada, as the case may be, by the Closing Date.
Notwithstanding the foregoing, the Purchasers shall be entitled to waive
compliance with any of such conditions, obligations or covenants in whole or in
part if they see fit to do so without prejudice to any of their rights of
termination in the event of non-performance of any other condition, obligation,
or covenant in whole or in part.

6.3      CONDITIONS FOR THE BENEFIT OF THE Vendors, DH, BR, HI, RST and Vada

         The Closing is subject to the following conditions to be fulfilled or
performed at or prior to the Time of Closing, which conditions are for the
exclusive benefit of the Vendors, DH, BR, HI, RST and Vada and may be waived in
whole or in part by the Vendors, DH, BR, HI, RST and Vada in their sole
discretion:

         (a)      the representations and warranties of the Purchasers contained
                  in this Agreement shall, as a condition to proceeding with
                  Closing, be true and correct in all material respects as of
                  the Closing Date with the same force and effect as if such
                  representations and warranties had been made on and as of such
                  date (except as affected by the transactions contemplated or
                  permitted by this Agreement), and the Purchasers shall have
                  executed and delivered a certificate of a senior officer to
                  that effect. The receipt of such certificate and the Closing
                  shall not be a waiver of the representations and warranties of
                  the Purchasers which are contained in this Agreement. Upon the
                  delivery of such certificates, the representations and
                  warranties of the Purchasers shall be deemed to have been made
                  on and as of the Closing Date (except as affected by the
                  transactions contemplated or permitted by this Agreement) with
                  the same force and effect as if made on and as of such date;

         (b)      all authorizations, consents, orders and approvals (including
                  without limitation those of shareholders, regulatory agencies,
                  governmental agencies and other third




<PAGE>
                                      -51-


                  parties) necessary for the performance by the Purchasers of
                  this Agreement and the completion of the transactions
                  hereunder shall have been obtained in form and substance
                  satisfactory to the Vendors, acting reasonably, and there
                  shall be in effect no preliminary or permanent injunction or
                  other court, or governmental or regulatory agency of competent
                  jurisdiction directing that the transactions contemplated by
                  this Agreement not be consummated;

         (c)      all agreements and other documents to be executed and
                  delivered at Closing shall have been executed and delivered by
                  the respective parties thereto;

         (d)      the Vendors and the Vendors' Solicitors, acting reasonably,
                  shall have approved all transfers, assignments, conveyances
                  and other documents which are necessary to effect the
                  transactions contemplated by this Agreement; and

         (e)      at Closing the Purchasers shall have delivered to the Vendors,
                  DH, BR, HI and RST and Vada an opinion of the Purchasers'
                  Solicitors in the form attached as Schedule N.

6.4      NON-PERFORMANCE BY THE PURCHASERS

         If any condition, obligation or covenant of the Purchasers to be
performed at or prior to the Time of Closing shall not have been fulfilled or
performed by such time, the Vendors, DH, BR, HI, RST and Vada may terminate this
Agreement by notice in writing to the Purchasers, and in such event the Vendors,
DH, BR, HI, RST and Vada shall be released from all of their obligations
hereunder. The Purchasers shall only be released from their obligations
hereunder if the condition or conditions for the non-performance of which the
Vendors, DH, BR, HI, RST and Vada have terminated this Agreement are not
reasonably capable of being performed or caused to be performed by the
Purchasers by the Closing Date. Notwithstanding the foregoing, the Vendors, DH,
BR, HI, RST and Vada shall be entitled to waive compliance with any of such
conditions, obligations or covenants in whole or in part if they see fit to do
so without prejudice to any of its rights of termination in the event of
non-performance of any other condition, obligation, or covenant in whole or in
part.

6.5      ACTIONS TO SATISFY CLOSING CONDITIONS

         Each of the parties hereto agrees to use commercially reasonable
efforts to take, or cause to be taken all actions and to do or cause to be done,
all things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.

                                   ARTICLE VII
                                     CLOSING

7.1      CLOSING - THE VENDORS, DH, BR, HI, RST AND VADA

         At the Closing, the Vendors, DH, BR, HI, RST and Vada shall take all
reasonably necessary steps and proceedings to cause the Purchased Assets to be
duly and validly transferred to the Purchasers and, in that regard, shall
deliver to the Purchasers:




<PAGE>
                                      -52-


         (a)      all bills of sale, transfers, assignments and consents as may
                  be necessary to vest good and marketable title to the
                  Purchased Assets in the names of the Purchasers, free and
                  clear of all Encumbrances;

         (b)      possession or control of the Purchased Assets subject to no
                  third party interests, other than as described in the
                  Schedules and Exception Letter;

         (c)      Employment Agreements executed by DH and BR;

         (d)      a certificate of the Vendors, HI, RST and Vada certifying that
                  as at the Closing Time all representations and warranties of
                  the Vendors, HI, RST and Vada contained in this Agreement are
                  true and correct;

         (e)      the opinion of the Vendors' Solicitors;

         (f)      the Contract List and the Customers and Suppliers List;

         (g)      such further documents, certificates, resolutions and
                  assurances as may be reasonably required by the Purchasers'
                  Solicitors in order to complete the sale contemplated herein;
                  and

         (h)      a GST Form 44 for the Canadian Vendor completed and executed
                  by the Canadian Vendor.

7.2      CLOSING - THE PURCHASERS

         At the Closing the Purchasers shall deliver or cause to be delivered to
the Vendors, DH, BR, HI, RST and Vada, as applicable:

         (a)      the payments, Rights and Veritas Common Stock contemplated in
                  Section 2.4 to be delivered by the Purchasers;

         (b)      Employment Agreements executed by the Canadian Purchaser;

         (c)      a certificate of the Purchasers certifying that as at the Time
                  of Closing all representations and warranties of the
                  Purchasers contained in this Agreement are true and correct;

         (d)      the opinion of the Purchasers' Solicitors;

         (e)      such further documents and assurances as may be reasonably
                  required by the Vendors' Solicitors in order to complete the
                  sale contemplated herein; and

         (f)      a GST Form 44 completed and executed by the Canadian
                  Purchaser.

The Closing shall take place at the Time of Closing on the Closing Date at the
offices of the Purchasers' Solicitors in Calgary, Alberta.




<PAGE>
                                      -53-


                                  ARTICLE VIII
                                    INDEMNITY

8.1      INDEMNITY BY THE VENDORS, DH, BR, HI, RST AND VADA

         Subject to the terms of this Agreement (including without limitation,
the terms of Section 8.11), the Vendors, DH, BR, HI, RST and Vada shall, jointly
and severally, be liable for and shall indemnify and save harmless the
Purchasers together with all officers, directors, employees, Affiliates,
shareholders and agents of the Purchasers (the "Purchasers' Indemnified
Parties") of, from and against all liabilities, losses, costs, damages, legal
fees (on a solicitor and his own client full indemnity basis, court costs and
costs of investigating indemnifiable claims), disbursements, fines, penalties,
expenses, all manner of actions, causes of actions, claims, demands, suits and
proceedings (in case of discretionary costs, legal fees, disbursements and
expenses incurred by the Purchasers' Indemnified Parties, such amounts shall be
reasonable), all of whatever kind or nature, which all or any of the Purchasers'
Indemnified Parties, directly or indirectly, may sustain, pay or incur or which
may be brought or made against all or any of the Purchasers' Indemnified
Parties, (and whether or not incurred in connection with any actions, or other
proceedings, or claims or demands made by a third party against all or any of
the Purchasers' Indemnified Parties) arising directly or indirectly from:

         (a)      any breach by the Vendors, DH, BR, HI, RST or Vada of any of
                  their respective representations, warranties, covenants or
                  agreements made in this Agreement or in any other agreements
                  made in connection with this transaction; or

         (b)      any matters set forth in the following paragraphs of the
                  Exception Letter: 3, 4, 5, 6 (with respect to the costs of
                  off-the-shelf software which the Vendors are required to
                  replace and with respect to business interruption related
                  thereto), 7 (first sentence only as it relates to Sections
                  5(c) and (d) of the Exception Letter), 8 and 9.

8.2      INDEMNITY BY THE PURCHASERS

         Subject to the terms of this Agreement, the Purchasers shall, jointly
and severally, be liable for and shall indemnify and save harmless the Vendors,
DH, BR, HI, RST and Vada together with all officers, directors, employees,
Affiliates, shareholders and agents of the Vendors, Vada, HI, RST, DH and BR
(the "Vendors' Indemnified Parties") of, from and against all liabilities,
losses, costs, damages, legal fees (on a solicitor and his own client full
indemnity basis, court costs and costs of investigating indemnifiable claims),
disbursements, fines, penalties, expenses, all manner of actions, causes of
actions, claims, demands, suits and proceedings (in case of discretionary costs,
legal fees, disbursements and expenses incurred by the Vendors' Indemnified
Parties, such amounts shall be reasonable), all of whatever kind or nature,
which all or any of the Vendors' Indemnified Parties, directly or indirectly,
may sustain, pay or incur or which may be brought or made against all or any of
the Vendors' Indemnified Parties, (and whether or not incurred in connection
with any actions, or other proceedings, or claims or demands made by a third
party against all or any of the Vendors' Indemnified Parties) arising directly
or indirectly from any breach by the Purchasers of any of their respective







<PAGE>
                                      -54-


representations, warranties, covenants or agreements made in this Agreement or
in any other agreements made in connection with this transaction.

8.3      NOTIFICATION

         If a party becomes aware of a claim ("Claim") in respect of which
indemnification is provided for hereunder, the party Claiming indemnity (the
"Indemnified Party") shall promptly give written notice of the Claim to the
party against whom indemnity is Claimed (the "Indemnifying Party"). Such notice
shall specify whether the Claim arises as a result of a Claim by a Person
against the Indemnified Party (a "Third Party Claim") or whether the Claim does
not so arise (a "Direct Claim") and shall also specify with reasonable
particularity (to the extent that the information is available):

         (a)      the factual basis for the Claim; and

         (b)      the amount of the Claim, if known.

8.4      DIRECT CLAIMS

         In the case of a Direct Claim, the Indemnifying Party shall have 60
days from receipt of notice of the Claim within which to make such investigation
of the Claim as the Indemnifying Party considers necessary or desirable. For the
purpose of such investigation, the Indemnified Party shall make available to the
Indemnifying Party the information relied upon by the Indemnified Party to
substantiate the Claim, together with all such other information as the
Indemnifying Party may reasonably request. If both parties agree at or before
the expiration of such 60 day period (or any mutually agreed upon extension
thereof) to the validity and amount of such Claim, the Indemnifying Party shall
immediately pay to the Indemnified Party the full agreed upon amount of the
Claim, failing which the matter shall be determined by a court of competent
jurisdiction.

8.5      THIRD PARTY CLAIMS

         In the case of a Third Party Claim, the Indemnifying Party shall have
the right, at its expense, to participate in or assume control of the
negotiation, settlement or defence of the Claim. If the Indemnifying Party
elects to assume such control, the Indemnifying Party shall reimburse the
Indemnified Party for all of the Indemnified Party's reasonable out-of-pocket
expenses incurred as a result of such participation or assumption. The
Indemnified Party shall have the right to participate in the negotiation,
settlement or defence of such Third Party Claim and to retain counsel to act on
its behalf, provided that the fees and disbursements of such counsel shall be
paid by the Indemnified Party unless the Indemnifying Party consents to the
retention of such counsel at its expense or unless the named parties to any
action or proceeding include both the Indemnifying Party and the Indemnified
Party and a representation of both the Indemnifying Party and the Indemnified
Party by the same counsel would be inappropriate due to the factual or potential
differing interests between them (such as the availability of different
defences). The Indemnified Party shall cooperate with the Indemnifying Party so
as to permit the Indemnifying Party to conduct such negotiation, settlement and
defence and for this purpose shall preserve all relevant documents in relation
to the Third Party Claim, allow the Indemnifying Party access on reasonable
notice to inspect and take copies of all such documents





<PAGE>
                                      -55-


and require its personnel to provide such statements as the Indemnifying Party
may reasonably require and to attend and give evidence at any trial or hearing
in respect of the Third Party Claim. If, having elected to assume control of the
negotiation, settlement or defence of the Third Party Claim, the Indemnifying
Party thereafter fails to conduct such negotiation, settlement or defence with
reasonable diligence, then the Indemnified Party shall be entitled to assume
such control and the Indemnifying Party shall be bound by the results obtained
by the Indemnified Party with respect to such Third Party Claim. If any Third
Party Claim is of a nature such that:

         (a)      the Indemnified Party is required by applicable law or the
                  order of any court, tribunal or regulatory body having
                  jurisdiction, or

         (b)      it is necessary, in the reasonable view of the Indemnified
                  Party acting in good faith and in a manner consistent with
                  reasonable commercial practices, in respect of:

                  (i)      a Third Party Claim by a customer relating to
                           products or services supplied by the Business; or

                  (ii)     a Third Party Claim relating to any contract which is
                           necessary to the ongoing operations of the Business
                           or any material part thereof in order to avoid
                           material damage to the relationship between the
                           Indemnified Party and any of its major customers or
                           to preserve the rights of the Indemnified Party under
                           such an essential contract,

                  to make a payment to any Person (a "Third Party") with respect
                  to the Third Party Claim before the completion of settlement
                  negotiations or related legal proceedings, as the case may be,
                  then the Indemnified Party may make such payment and the
                  Indemnifying Party shall, promptly after demand by the
                  Indemnified Party, reimburse the Indemnified Party for such
                  payment. If the amount of any liability of the Indemnified
                  Party under the Third Party Claim in respect of which such a
                  payment was made, as finally determined, is less than the
                  amount which was paid by the Indemnifying Party to the
                  Indemnified Party, the Indemnified Party shall, promptly after
                  receipt of the difference from the Third Party, pay the amount
                  of such difference to the Indemnifying Party. If such a
                  payment, by resulting in settlement of the Third Party Claim,
                  precludes a final determination of the merits of the Third
                  Party Claim and the Indemnified Party and the Indemnifying
                  Party are unable to agree whether such payment was
                  unreasonable in the circumstances having regard to the amount
                  and merits of the Third Party Claim, then such dispute shall
                  be referred to and finally settled by binding arbitration from
                  which there shall be no appeal.

         Any recovery by an Indemnified Party of a payment made by an
Indemnifying Party to a Third Party shall be reimbursed by the Indemnified Party
to the Indemnifying Party forthwith upon such recovery.



<PAGE>
                                      -56-


8.6      SETTLEMENT OF THIRD PARTY CLAIMS

         If the Indemnifying Party fails to assume control of the defence of any
Third Party Claim, the Indemnified Party shall have the exclusive right to
contest, settle or pay the amount claimed. Whether or not the Indemnifying Party
assumes control of the negotiation, settlement or defence of any Third Party
Claim, the Indemnifying Party shall not settle, agree to settle or make any
admission of liability in respect of any Third Party Claim without the written
consent of the Indemnified Party, which consent shall not be unreasonably
withheld or delayed; provided, however, that the liability of the Indemnifying
Party shall be limited to the proposed settlement amount if any such consent is
not obtained for any reason within a reasonable time after the request therefor.

8.7      INTEREST ON CLAIMS

         The amount of any Claim submitted under this Article VIII as damages or
by way of indemnification shall bear interest from and including the date any
Indemnified Party is required to make payment in respect thereof at the prime
rate of interest charged by HSBC Bank Canada to its most creditworthy commercial
customers calculated from and including such date to but excluding the date
reimbursement of such Claim by the Indemnifying Party is made, and the amount of
such interest shall be deemed to be part of such Claim.

8.8      TAX ADJUSTMENTS

         The amount of any Claim submitted under this Agreement as damages or by
way of indemnification shall be determined on an after-tax basis, it being
acknowledged that an after-tax basis in respect of an amount paid or payable to
a party (the "Initial Payment"), is a basis such that the Initial Payment is
supplemented by an additional amount (the "Supplemental Payment"), if necessary,
to such party so that the net amount received and retained by such party is
equal to the amount of the Initial Payment before reduction for all taxes, of
any nature whatsoever (including income taxes and GST), if any, imposed on such
party in respect of the Initial Payment and the Supplemental Payment, and after
taking into account the amount of any credits, deductions or other tax benefits
or savings actually realized by the party receiving the payments at the time of
the receipt of such payments; it being acknowledged and agreed by the party
being indemnified on an after-tax basis that, if the party actually realizes any
such credits, deductions or other tax benefits or savings after the receipt of
such payment, such party will pay the amount of the savings subsequently
realized promptly upon the receipt of such savings to the party who made the
indemnity payments hereunder in order that the net amount received and retained
remains equal to the amount of the Initial Payment.

8.9      SET-OFF

         Subject to Sections 8.10 to 8.17, inclusive, each party shall be
entitled to set-off the amount of any finally determined Claim submitted
hereunder as damages or by way of indemnification against any other amounts
payable by the party to the other party whether under this Agreement or
otherwise, other than pursuant to any employment or bonus agreement.




<PAGE>
                                      -57-


8.10     INDEMNIFIABLE CLAIM THRESHOLD

         Notwithstanding anything herein to the contrary, no party shall be
liable for any indemnifiable Claim unless, and to the extent, either
individually or in the aggregate, all indemnifiable Claims, as the case may be,
exceed the sum of $100,000.

8.11     CERTAIN LIMITATIONS

         Notwithstanding any other provision in this Agreement to the contrary:

         (a)      the liability of each of (i) DH and HI (collectively), (ii) BR
                  and RST (collectively), and (iii) Vada, respectively, for
                  Claims as contemplated in this Article VIII and Section 9.18
                  shall not exceed:

                  (i)      in the case of DH and HI (collectively), an amount
                           equal to 37.5% of the amount of any individual Claim
                           and an amount equal to the Maximum Claims Amount in
                           respect of all Claims in the aggregate;

                  (ii)     in the case of BR and RST (collectively), an amount
                           equal to 37.5% of the amount of any individual Claim
                           and an amount equal to the Maximum Claims Amount in
                           respect of all Claims in the aggregate; and

                  (iii)    in the case of Vada, an amount equal to 25% of the
                           amount of any individual Claim and an amount equal to
                           the Maximum Claims Amount in respect of all Claims in
                           the aggregate.

8.12     MAXIMUM CLAIMS AMOUNT

         As used herein, "Maximum Claims Amount" means:

         (a)      in the case of DH and HI (collectively), a cash amount equal
                  to 80% of HI's proportionate share of the cash portion of the
                  Purchase Price contemplated in Section 2.4(a), being
                  $2,775,000, less:

                  (i)      HI's proportionate share of tax paid by the Vendors
                           in connection with the Vendors' receipt of the
                           Purchase Price contemplated in Sections 2.4(a) and
                           (b) (such aggregate being the "Vendors' Taxes"); and

                  (ii)     tax paid in connection with the distribution of the
                           Vendors' Purchase Price contemplated in Sections
                           2.4(a) and (b) (net of Vendors' Taxes) to HI

         plus an amount equal to the Number of Shares multiplied by the Share
         Proceeds;

         (b)      in the case of BR and RST (collectively), a cash amount equal
                  to 80% of RST's proportionate share of the cash portion of the
                  Purchase Price contemplated in Section 2.4(a) being $2,775,000
                  less:

                  (i)      RST's proportionate share of the Vendors' Taxes; and



<PAGE>
                                      -58-


                  (ii)     tax paid in connection with the distribution of the
                           Vendors' Purchase Price contemplated in Sections
                           2.4(a) and (b) (net of Vendors' Taxes) to RST

         plus an amount equal to the Number of Shares multiplied by the Share
         Proceeds; and

         (c)      in the case of Vada, a cash amount equal to 80% of Vada's
                  proportionate share of the cash portion of the Purchase Price
                  contemplated in Section 2.4(a) being $1,850,000 less:

                  (i)      Vada's proportionate share of the Vendors' Taxes; and

                  (ii)     tax paid in connection with the distribution of the
                           Vendors' Purchase Price contemplated in Sections
                           2.4(a) and (b) (net of Vendors' Taxes) to Vada

         plus an amount equal to the Number of Shares multiplied by the Share
         Proceeds.

8.13     NUMBER OF SHARES

         As used herein, "Number of Shares" means:

         (a)      in the case of DH and HI, 30% of the aggregate number of
                  Shares issued at the Time of Closing as contemplated in
                  Section 2.4(b);

         (b)      in the case of BR and RST, 30% of the aggregate number of
                  Shares issued at the Time of Closing as contemplated in
                  Section 2.4(b); and

         (c)      in the case of Vada, 20% of the aggregate number of Shares
                  issued at the Time of Closing as contemplated in Section
                  2.4(b).

8.14     SHARE PROCEEDS

         As used herein, "Share Proceeds" means:

         (a)      in the case of any Share which has been disposed of after the
                  Time of Closing and prior to the time of settling the relevant
                  Claim by DH and/or HI, by BR and/or RST or by Vada, the
                  after-tax proceeds (net of normal selling commissions)
                  received by the selling party in connection with such
                  disposition; and

         (b)      in the case of any Share which has not been so disposed of, an
                  amount equal to $7,250,000 divided by the aggregate number of
                  Shares issued at the Time of Closing as contemplated in
                  Section 2.4(b) less the amount that would be tax paid by the
                  selling party on a disposition of such Share (at the time of
                  the delivery contemplated by Section 8.15 (c)) for said
                  amount, (net of normal selling commission).



<PAGE>
                                      -59-


8.15     PAYMENT OF CLAIMS

         Notwithstanding any other provision in this Agreement to the contrary,
         payments to be made by one or more of (i) DH and HI (collectively),
         (ii) BR and RST (collectively), or (iii) Vada in respect of Claims
         shall be made:

         (a)      firstly, in cash from the cash amounts referred to in Section
                  8.12;

         (b)      secondly, in cash from the Share Proceeds referred to in
                  Section 8.14(a); and

         (c)      thirdly, by the delivery of all or a portion of the Shares in
                  respect of the Shares contemplated by Section 8.14(b) for
                  deemed proceeds equal to the amount determined under Section
                  8.14(b).

8.16     PURCHASE PRICE ADJUSTMENT

         In the event that the Purchase Price is adjusted as contemplated
         herein, the cash amounts referred to in Section 8.12 shall be adjusted
         correspondingly.

8.17     AFTER-TAX PROCEEDS

         References in this Article VIII to "tax paid" and similar terms mean
         the actual tax paid by the applicable party after taking into account
         any refundable taxes which are received or which might reasonably be
         expected to be received by any party upon the payment of dividends or
         otherwise and further assumes that all available elections or
         deductions will be claimed to reduce the amount of taxes payable such
         as, for example, elections to have dividends treated as tax free
         dividends paid out of a corporation's capital dividend account. If tax
         is payable on any amount by such applicable party (or if a refund of
         such tax is available) but has not yet been paid (or refunded), then
         such references mean a reasonable estimated amount of the tax payable
         (or refundable) and an adjustment will be made by the applicable
         parties hereto to such estimated amount once the actual tax is paid (or
         refunded) to reflect the actual tax paid (or refunded) thereon. The
         parties acknowledge that no tax will be adjusted for twice or double
         counted in calculating the amount of any "tax paid" or other similar
         amounts, and that "after tax proceeds" means proceeds received less
         "tax paid" as described above.

8.18     EMPLOYEE SHARES

         The Canadian Vendor represents and warrants to the Canadian Purchaser
that, except for the Shares contemplated in the last 3 lines of Section 2.4(b),
all other Shares will be distributed to employees of the Canadian Vendor (other
than DH and BR) and to Robert Bacon.



<PAGE>
                                      -60-


                                   ARTICLE IX
                                     NOTICES

9.1      NOTICES

         The parties hereto agree each with the other that any notice or other
communication required or permitted to by given hereunder shall be in writing
and shall be given by personal service, e-mail or facsimile to the address set
forth below:

            If to Veritas DGC and/or one or more of the Purchasers:
                            c/o Veritas DGC Inc.
                            10300 Town Park
                            Houston, Texas
                            77072
                            Attention: Brent Whiteley
                            Facsimile No.: (832) 351-8701
                            E-mail: brent_whiteley@veritasdgc.com

            with a copy to: Bennett Jones LLP
                            4500, 855 - 2nd Street S.W.
                            Calgary, Alberta
                            T2P 4K7
                            Attention: Neil Stevenson
                            Facsimile No.: (403) 265-7219
                            E-mail: stevensonn@bennettjones.ca

            If to one or more of the Vendors and/or DH, BR, HI or RST:
                            c/o Hampson-Russell Software Services Ltd.
                            510, 715 - 5th Avenue S.W.
                            Calgary, Alberta
                            T2P 2X6
                            Attention: Daniel Hampson and Brian Russell
                            Facsimile No.: (403) 265-6651
                            E-mail: dan@hampsonrussell.com and
                            brian@hampsonrussell.com

            If to Vada:     Vada Industries Ltd.
                            Suite 2200, 715 - 5th Avenue S.W.
                            Calgary, Alberta
                            T2P 5A2
                            Attention: Peter Ryder
                            Facsimile No.: (403) 205-6309
                            E-mail:  ryderp@vadaindustries.com



<PAGE>
                                      -61-


             with a copy to: Fraser Milner Casgrain LLP
                             Suite 3000, 237 - 4th Avenue S.W.
                             Calgary, Alberta
                             T2P 4X7
                             Attention: David R. J. Lefebvre
                             Facsimile No.: (403) 268-3100
                             E-mail: david.lefebvre@fmc-law.com

Any notice delivered personally or by facsimile or e-mail shall be deemed to be
received on the day of delivery if delivery is during the normal business hours
of the recipient and, if not, on the next Business Day. Any party may designate
a new address by giving written notice to the other.

9.2      KNOWLEDGE

         In this Agreement, references to "the knowledge of" and similar
references means the actual knowledge (with reasonable inquiry) of any of the
directors and senior executive officers of a party, or if an individual, the
actual knowledge (with reasonable inquiry) of the individual. In this Section
9.2, references to "with reasonable inquiry" mean inquiry by reviewing the
books, records, documents, correspondence and agreements of or in the possession
of the Vendors and by making inquiry of the employees, consultants and
contractors of the Vendor and of the Vendor's Solicitors. No intellectual
property searches shall be required in connection with reasonable inquiry.

9.3      CURRENCY AND PAYMENT OF MONIES

         The parties acknowledge and agree that all references to currency
herein are references to United States currency (other than in Schedules A and G
which are in Canadian currency) and any payment of monies required to be made
hereunder shall be made in United States funds and that any tender of monies or
documents hereunder may be made upon the solicitors acting for the party upon
whom the tender is desired and it shall be sufficient that a negotiable bank
draft, certified cheque, solicitor's trust cheque or confirmation of wire
transfer of funds is tendered instead of cash.

9.4      DATES EXTENDED

         The parties acknowledge and agree that if any date for payment of
monies hereunder or fulfillment of any obligation hereunder shall fall on a day
other than a Business Day, the date for the payment of such monies or
fulfillment of such obligation hereunder shall be deemed postponed and extended
to the next following Business Day.

9.5      FURTHER ASSURANCES

         The parties hereto each covenant and agree that if, at any time after
the execution of this Agreement, any of the parties shall reasonably consider
and be advised that any further actions, assignments or assurances are necessary
or desirable to carry out the intent and accomplish the purposes of this
Agreement, according to its terms, all the other parties will take such actions,
execute and make all such assignments and assurances and do all things necessary
or appropriate to carry out the intent and accomplish the purposes of this
Agreement or otherwise consummate





<PAGE>
                                      -62-


the transactions contemplated by this Agreement according to its terms
including, without limitation, the Purchasers shall account to the Vendors and
make any payments required in a timely manner for any Excluded Assets received
by the Purchasers on or after the Effective Date. Further, the Vendors and the
Purchasers shall cooperate in the orderly transfer of the Purchased Assets,
including the Vendors advising and referring all their respective customers
relating to the Business to the Purchasers. Without limiting the generality of
this Section 9.5, the Purchasers covenant and agree with the Vendors, HI, RST,
DH, BR and Vada, and the Vendors, HI, RST, DH, BR and Vada covenant and agree
with the Purchasers during the period from the date hereof to the Time of
Closing, that the Purchasers and Vendors shall assist and co-operate in the
preparation and filing with all applicable securities commissions or similar
securities regulatory authorities of Canada and the United States of all
necessary applications to seek exemptions, if required, from the prospectus,
registration and other requirements of the applicable securities laws of Canada
and any province or territory thereof and the United States and any state
thereof for the issue by Veritas DGC of Veritas Common Stock in exchange for the
Purchased Assets and the resale of such Veritas Common Stock (other than by
control persons, affiliates, directors and officers and subject to requirements
of general application).

9.6      GOOD FAITH AND REASONABLENESS

         Except as otherwise set forth herein:

         (a)      the parties hereto each covenant and agree that each shall at
                  all times act cooperatively, reasonably, diligently and in
                  good faith in carrying out their obligations under this
                  Agreement according to its spirit and intent; and

         (b)      where any party is permitted to exercise discretion, give its
                  consent or approval, or make a determination or decision, such
                  discretion, determination or decision shall be exercised, used
                  or made in good faith and in a commercially reasonable manner
                  (unless specified to be at a party's sole discretion) and any
                  required consent or approval shall not be unreasonably
                  withheld or delayed.

9.7      ANNOUNCEMENTS

         Except as required by applicable law, no announcement with respect to
this Agreement or the transactions described herein will be made by any party
hereto without the prior approval of the other parties. The foregoing will not
apply to any announcement by any party required in order to comply with
applicable laws or requirements of regulatory authorities pertaining to timely
disclosure; provided that such party will give prior advice of such announcement
and the opportunity to participate in the content and wording of the
announcement.

9.8      UNENFORCEABLE TERMS

         If any term, covenant or condition of this Agreement or the application
thereof to any party or circumstance shall be invalid or unenforceable to any
extent the remainder of this Agreement or application of such term, covenant or
condition to a party or circumstance other than those to which it is held
invalid or unenforceable shall not be affected thereby and each remaining term,
covenant or condition of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law.



<PAGE>
                                      -63-


9.9      AMENDMENTS

         This Agreement may be altered or amended in any of its provisions when
any such changes are reduced to writing and signed by the parties hereto but not
otherwise.

9.10     DEFAULT

         Save as expressly or otherwise provided in this Agreement, in the event
of default by any party under this Agreement the aggrieved party shall, at its
option, be entitled to either specific performance of all covenants or
conditions provided in this Agreement or such other remedies as may be available
to it.

9.11     ASSIGNMENT

         None of the parties to this Agreement may assign in whole or in part
its rights or obligations under this Agreement.

9.12     HEADINGS

         The headings in this Agreement have been inserted for reference and as
a matter of convenience only and in no way define, limit or enlarge the scope or
meaning of this Agreement or any provision hereof.

9.13     SINGULAR, PLURAL AND GENDER

         Wherever the singular, plural, masculine, feminine or neuter is used
throughout this Agreement the same shall be construed as meaning the singular,
plural, masculine, feminine, neuter, body politic or body corporate where the
fact or context so requires.

9.14     ENTIRE AGREEMENT

         This Agreement and the agreements and documents contemplated by this
Agreement constitute the entire agreement between the parties hereto relating to
the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties, unless specifically excluded herein or therein and
there are no conditions, covenants, general or specific warranties,
representations or other agreements or provisions, express or implied,
collateral, statutory or otherwise by or among the parties in connection with
the entering into of this Agreement or the subject matter hereof except as
specifically set forth herein.

9.15     NO WAIVER

         No consent or waiver, express or implied, by any party to or of any
breach or default by any other party in the performance by such other party of
its obligations hereunder shall be deemed or construed to be a consent or waiver
to or of any other breach or default in the performance of obligations hereunder
by such other party hereunder. Failure on the part of any party to complain of
any act or failure to act of any other party or to declare any other party in



<PAGE>
                                      -64-


default, irrespective of how long such failure continues shall not constitute a
waiver by such first party of its rights hereunder.

9.16     GOVERNING LAW AND SUBMISSION TO JURISDICTION

         This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta and the federal laws of Canada applicable
therein and the parties hereto hereby submit to the non-exclusive jurisdiction
of the Courts in the Province of Alberta.

9.17     SURVIVAL

         Subject to Sections 4.1, 4.2 and 4.3 hereof as to survival of
representations and warranties, the provisions of this Agreement shall survive
the Closing including, without limitation, delivery and acceptance of the
documents and the taking of possession of the Purchased Assets by the
Purchasers, and further, shall not be merged therein or therewith.

9.18     GUARANTEE

         Subject to the terms of this Agreement (including, without limitation,
the terms of Section 8.11),

         (a)      HI, RST and Vada hereby jointly, severally and unconditionally
                  guarantee the obligations and liabilities of the Vendors under
                  this Agreement and under all other agreements entered into by
                  the Vendors and the Purchasers in connection herewith at
                  Closing and shall not be released, discharged, limited or
                  otherwise affected by the Vendors becoming insolvent or
                  bankrupt or subject to any proceedings under the provisions of
                  the Bankruptcy and Insolvency Act (Canada), the Companies'
                  Creditors Arrangement Act (Canada), the arrangement provisions
                  of applicable corporate legislation or any legislation in
                  replacement of the foregoing or the Purchasers voting in
                  favour of any proposal, arrangement or compromise in
                  connection with any of the foregoing;

         (b)      DH hereby unconditionally guarantees the obligations and
                  liabilities of HI under this Agreement and under all other
                  agreements entered into by HI and the Purchasers in connection
                  herewith at Closing and shall not be released, discharged,
                  limited or otherwise affected by HI becoming insolvent or
                  bankrupt or subject to any proceedings under the provisions of
                  the Bankruptcy and Insolvency Act (Canada), the Companies'
                  Creditors Arrangement Act (Canada), the arrangement provisions
                  of applicable corporate legislation or any legislation in
                  replacement of the foregoing or the Purchasers voting in
                  favour of any proposal, arrangement or compromise in
                  connection with any of the foregoing; and

         (c)      BR hereby unconditionally guarantees the obligations and
                  liabilities of RST under this Agreement and under all other
                  agreements entered into by RST and the Purchasers in
                  connection herewith at Closing and shall not be released,
                  discharged, limited or otherwise affected by RST becoming
                  insolvent or bankrupt or subject to any proceedings under the
                  provisions of the Bankruptcy and Insolvency Act (Canada), the
                  Companies' Creditors Arrangement Act (Canada),




<PAGE>
                                      -65-


                  the arrangement provisions of applicable corporate legislation
                  or any legislation in replacement of the foregoing or the
                  Purchasers voting in favour of any proposal, arrangement or
                  compromise in connection with any of the foregoing.

         Without limiting the foregoing, the Purchasers agree that a guarantor
under Section 9.18 will only be required to make payment and performance of the
obligations and liabilities guaranteed hereunder, if the Indemnifying Parties
against whom the Purchasers have made a valid Claim have failed in the payment
and performance of the obligations and liabilities guaranteed under Section
9.18(a) (collectively, the "Corporate Vendor Obligations") and a period of 30
days has lapsed after receipt of written notice given by the Purchasers to the
Indemnifying Party that the Corporate Vendor Obligations have become due and
payable.

9.19     TIME OF ESSENCE

         Time shall be of the essence of this Agreement.

9.20     COUNTERPART AND FACSIMILE EXECUTION OF DOCUMENTS

         This Agreement and all other documents and agreements contemplated
hereby may be executed and delivered in counterpart, including execution and
delivery by facsimile, each of which when so executed and delivered shall be
deemed to be an original, and such counterparts shall constitute one and the
same agreement and shall be deemed to be and constitute a properly executed and
delivered document and further, notwithstanding the date of execution of such
counterparts shall be deemed to bear the date as of the date of the document so
executed.

9.21     STATUTORY AND LEGAL REFERENCES

         (a)      Any reference to a statute shall include and shall be deemed
                  to be a reference to such statute and to the regulations made
                  pursuant thereto and promulgated thereunder and any final
                  judicial decisions interpreting the same, with all amendments
                  made thereto and in force from time to time, and to any
                  statute or regulation that may be passed which has the effect
                  of supplementing or superseding the statute so referred to or
                  the regulations made pursuant thereto.

         (b)      Any reference to a Canadian legal term for any action, remedy,
                  method of judicial proceeding, legal document, legal status,
                  court, official or any legal concept or thing shall, in
                  respect of any jurisdiction other than Canada, be deemed to
                  include, to the extent applicable, what most nearly
                  approximates in that jurisdiction to the Canadian legal term
                  and any reference to any Canadian statute shall be construed
                  so as to include equivalent or analogous laws of any other
                  jurisdiction.




<PAGE>
                                      -66-


9.22     ENUREMENT

         This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors.

         IN WITNESS WHEREOF the parties have executed this Agreement all on the
day and year first above written.

                                VERITAS DGC INC.


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------

                                VERITAS GEOPHYSICAL CORPORATION


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------

                                HAMPSON-RUSSELL LIMITED
                                PARTNERSHIP, BY ITS PARTNER
                                HAMPSON-RUSSELL GP INC.


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------

                                VERITAS DGC LTD.


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------

                                VERITAS DGC AUSTRALIA PTY LIMITED


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------


<PAGE>
                                      -67-


                                HAMPSON-RUSSELL SOFTWARE
                                SERVICES LTD.


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------

                                HAMPSON-RUSSELL SOFTWARE
                                SERVICES (U.S.) INC.


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------

                                HAMPSON-RUSSELL SOFTWARE
                                SERVICES INC.


                                Per:
                                            --------------------------------

                                Per:
                                            --------------------------------

                                HAMPSON-RUSSELL SOFTWARE
                                SERVICES PTY LTD.


                                Per:
                                            --------------------------------

                                HAMPSON INVESTMENTS LTD.


                                Per:
                                            --------------------------------

                                RUSSELL SEISMIC TRAINING LTD.


                                Per:
                                            --------------------------------



<PAGE>
                                      -68-


                                        VADA INDUSTRIES LTD.


                                        Per:
                                            --------------------------------

                                        Per:
                                            --------------------------------

--------------------------------------  ------------------------------------
Witness                                 DANIEL HAMPSON


--------------------------------------  ------------------------------------
Witness                                 BRIAN RUSSELL




<PAGE>
                                      -69-



                      "The Guarantees Acknowledgement Act"

                          CERTIFICATE OF NOTARY PUBLIC

                  I HEREBY CERTIFY THAT:

         1. Daniel Hampson, of the City of Calgary, in the Province of Alberta,
the guarantor in the guarantee contained in Section 9.18(b) of the Agreement to
which this Certificate is attached, appeared in person before me and
acknowledged that he had executed the Agreement; and

         2. I satisfied myself by examination of him that he is aware of the
contents of the guarantee and understands it.

                  GIVEN at the City of Calgary, in the Province of Alberta, this
___ day of August, 2002, under my hand and seal of office.

                                       -------------------------------------
                                       David R.J. Lefebvre
                                       A Notary Public in and for the
                                       PROVINCE OF ALBERTA



                             STATEMENT OF GUARANTOR


         I am the person named in this Certificate.

                                       -------------------------------------
                                       Daniel Hampson


<PAGE>
                                      -70-



                      "The Guarantees Acknowledgement Act"

                          CERTIFICATE OF NOTARY PUBLIC

                  I HEREBY CERTIFY THAT:

         1. Brian Russell, of the City of Calgary, in the Province of Alberta,
the guarantor in the guarantee contained in Section 9.18(c) of the Agreement to
which this Certificate is attached, appeared in person before me and
acknowledged that he had executed the Agreement; and

         2. I satisfied myself by examination of him that he is aware of the
contents of the guarantee and understands it.

                  GIVEN at the City of Calgary, in the Province of Alberta, this
___ day of August, 2002, under my hand and seal of office.

                                       -------------------------------------
                                       David R.J. Lefebvre
                                       A Notary Public in and for the
                                       PROVINCE OF ALBERTA



                             STATEMENT OF GUARANTOR


         I am the person named in this Certificate.

                                       -------------------------------------
                                       Brian Russell



<PAGE>



                                   SCHEDULE A

                                PURCHASED ASSETS


<PAGE>
Assets & Depreciation - at June 30, 2002 in CAD

Start Date:                     31-Jul-93
Current Date:                   30-Jun-02
Elapsed months                  108.00

<Table>
<Caption>
                                                                           Age in
                                             Original       Current        Months      Opening       Current
                                              Cost           Depr.       From start     Value         Value
                                             --------       -------      ----------    -------       -------

<S>                                          <C>            <C>          <C>           <C>           <C>
OFFICE EQUIPMENT

Dictaphone Express Writer-Transcrb            838.00          0.00         22.00        838.00          0.00
HP Plotter (Henry Hoy)                       9241.80          0.00         26.00       9241.80          0.00
4 Dr Lateral Filing Cabinet - OffDpt          469.99          0.00         28.00        469.99          0.00
2 Ergo Standard Desk Chairs (Ducky's)         299.90          0.00         30.00        299.90          0.00
4 Sky Blue Kitchen Chairs (Ducky's)           319.80          0.00         31.00        319.80          0.00
3 Oak Monitor Tray Stands (Ducky's)           239.85          0.00         31.00        239.85          0.00
Mahagony Workstation Table (Ducky's)         1539.75          0.00         31.00       1519.75          0.00
Reception Desk                               5785.00          0.00         33.00       5785.00          0.00
Nexus Exhibits (Booth Panels)                2420.00          0.00         37.00       2420.00          0.00
Display Design (Booth Panels)                2760.00          0.00         39.00       2760.00          0.00
Oak Framed Whiteboard (Corp.Exp)              207.90          3.10         41.00        207.90          0.00
Greenery Office Interior (Plants)            2178.55         32.68         43.00       2178.55         54.46
RGO Office Equipment (Ven.Blinds)             348.00          5.22         43.00        348.00          8.70
Staples (4Dr Lateral Filing Cabinet)          449.00          6.74         47.00        449.00         38.17
Ducky's (2 dr Lat.Oak Fil Cab) Ribrdy         399.95          6.00         51.00        399.95         57.99
Nexus Exhibits (Booth)                       4270.00         64.05         57.00       4270.00       1003.45
Ducky's 2 Bookcases 1 Scott                   439.90          6.60         58.00        439.90        109.98
Ducky's 2 ERGO task chairs 1 Scott            399.90          6.00         58.00        399.90         99.98
Ducky's 3 Boardroom Chairs 1 Scott            599.85          9.00         59.00        599.85        158.96
Greenery Office Interior (Plants)             435.00          6.53         59.00        435.00        115.28
Delphi Solutions (2 phones)                   712.00         10.68         59.00        712.00        188.68
Ducky's 2 L Desk Left Oak Units              2305.90         34.59         60.00       2305.90        645.65
Ducky's 2 ERGO Deluxe #29 Chairs              402.70          6.04         60.00        402.70        112.76
Ducky's 48" Oak Bookcase                      185.15          2.78         60.00        185.15         51.84
Ducky's 3 Boardroom Chairs                    752.85         11.29         60.00        752.85        210.80
C. Ribordy RGO Chair                          295.00          4.43         60.00        295.00         82.60
Ducky's L Desk Right Side Oak Unit           1287.85         19.32         60.00       1287.85        360.60
Avenue (Shipping Table)                       917.97         13.77         61.00        917.97        270.80
Ducky's 30x60 Jr Exec Oak Desk Todor          599.95          9.00         61.00        599.95        176.99
Ducky's 2 drwr lateral oak file BR            449.95          6.75         61.00        449.95        132.74
Ducky's Oak Computer Table (AL)               399.95          6.00         64.00        399.95        135.98
Ducky's Oak Bookcase (LW)                     259.95          3.90         65.00        259.95         92.28
2 Ducky's Oak Bookcases (CR,AF)               519.90          7.80         66.00        519.90        192.36
Ducky's Oak 30x60 Desk (AF)                   599.95          9.00         66.00        599.95        221.98
Ducky's 2 ERGO task chairs                    399.90          6.00         66.00        399.90        147.96
Willson Dictation Transcriber                 428.30          6.42         66.00        428.30        158.47
Ducky's L-Unit Desk (SM)                      952.95         14.29         68.00        952.95        381.18
Polcom Soundstation (Delphi)                 1261.00         18.92         69.00       1261.00        523.32
Ducky's 72" Oak bookcase                      249.95          3.75         71.00        249.95        111.23
Ducky's 72" Oak bookcase                      249.95          3.75         72.00        249.95        114.98
Apex Audio Visual Projector c/w/case         9100.00        136.50         74.00       9100.00       4459.00
Ducky's 2 Oak tables for servers              659.90          9.90         76.00        659.90        343.15
Ducky's L Unit Desk (AF)                     1098.95         16.48         78.00       1098.95        604.42
Ducky's 1 Desk Chair                          199.95          3.00         78.00        199.95        109.97
HRS - Houston Ikea Furniture (J Pero         1896.22         28.44         78.00       1896.22       1042.92
HRS - Houston Viking Chair (J Peron)          316.09          4.74         79.00        316.09        178.59
Ducky's 8 Desk Chairs @ arms                 2553.60         38.30         80.00       2553.60       1481.09
</Table>
<PAGE>
<Table>

<S>                                                  <C>              <C>          <C>         <C>               <C>
Delphi Solutions (Polycom Upgrade)                   2078.00          31.17        80.00       2078.00           1205.24
Delphi Solutions Adjustment                          (400.00)          0.00        83.00       (400.00)             0.00
BR Motorola Startac 65 Phone                          459.97           6.90        85.00        459.97            301.28
Keith Hirsche Executive Chair                         250.00           3.75        85.00        250.00            163.75
T Fountain telephone headset                          330.80           4.96        87.00        330.80            226.60
Apex NEC LT55 Projector                              7195.00         107.93        92.00       7195.00           5468.20
S. Downie Speaker Phone                               272.05           4.08        92.00        272.05            206.76
Furniture block Geoscope                             9000.00         135.00        97.00       9000.00           7515.00
12DesertDusk Tables/24Blk Chrs(Duckys)               4545.00          68.18        99.00       4545.00           3931.43
GBC P200 Binding Machine                              388.55           5.83       102.00        388.55            353.58
Greenery Office Interior (Plants)                    1005.40          15.08       102.00        105.40            914.91
Staples DC Cabinet, Storage, Black                    159.00           2.39       104.00        159.00            149.46
The Brick - Fridge                                    614.00           9.21       106.00        614.00            595.58
Brian Russell Motorolla V66 FIB                       670.00          10.05       106.00        670.00            649.90
Ricoh Fax 3700L                                       950.00          14.25       106.00        950.00            921.50

Totals - Office Equipment                           90215.74         959.32                   90215.74          36782.48


COMPUTER EQUIPMENT

F. Ma (BR Advanced Port)                              529.02           0.00        73.00        529.02              0.00
Veritas Fast Ethemet PCI Adaptor                     1012.00           0.00        73.00       1012.00              0.00
HRS-US (TF Ultra 10 Workstation)                    11367.63           0.00        73.00      11367.63              0.00
F. Ma (Toshiba Tecra8000DVD Laption                  7593.00           0.00        74.00       7593.00              0.00
K. Hirsche (Dell Dimension XPST600                   4560.00           0.00        74.00       4560.00              0.00
K. Hirsche (HP4200Bcnr/Hp710c Printe                  527.00           0.00        74.00        527.00              0.00
Veritas Seagate 18GB Disk                            1465.00           0.00        74.00       1465.00              0.00
F. Ma (Toshiba Notebook Pentium II                   6590.00           0.00        76.00       6590.00              0.00
L. Wu (2 Maxtor 13.6 Mem Upgrades)                    539.98           0.00        76.00        539.98              0.00
F. Ma (Boston 17" monitor DH)                         815.00           0.00        77.00        815.00              0.00
J. Peron (Network Card, Monitor, Cat5c               1169.99           0.00        77.00       1169.99              0.00
F. Ma (Maxtor 32MB G400 Video Crd                     351.00           0.00        79.00        351.00              0.00
Veritas (36GB&18GB Ultrastar Disk Drives)            2600.00           0.00        79.00       2600.00              0.00
K. Hirsche (ROM Industries)                          1450.92           0.00        80.00       1450.92              0.00
F. Ma (Dell XPS T700 Pentium III)                    2803.00           0.00        81.00       2803.00              0.00
F. Ma (Toshiba Notebook 8100 Boston                  7182.00           0.00        82.00       7182.00              0.00
F. Ma (Palm V. Staples)                               499.00           0.00        82.00        499.00              0.00
F. Ma (Toshiba 8100 Pntm III Boston                  6481.95           0.00        83.00       6481.95              0.00
Sun Microsystems Ultra 60 Workstn                   16238.85           0.00        83.00      16238.85              0.00
F. Ma (Dell Inspiron 3800 AM)                        3216.00           0.00        83.00       3216.00              0.00
Firestorm 128MB 10GB PC BRHm                         1928.15          80.34        84.00       1928.15              0.00
Veritas 18GB Disk (JY)                                990.00          41.25        84.00        990.00              0.00
Palm Organizer VX (Grand&Toy) for                     629.99          26.27        85.00        626.99             25.77
F. Ma (HP CDRW Writer)                                374.73          15.63        85.00        374.73             15.33
K. Hirsche (ROM Mid Tower Cse/Comos                   722.97          30.15        85.00        722.97             29.57
ROM INDUSTRIES (AMP TBIRD950 COMPT                   2649.00         110.46        85.00       2649.00            108.34
K. Hirsche (PC Direct Card)                           299.00          12.47        87.00        299.00             37.17
F. Ma (HP XL756/DSL Rer/Bro30 LasrP                  2669.97         111.34        87.00       2669.97            331.88
F. Ma (Toshiba PntmIII Bostn Sdowni                  6251.95         260.71        87.00       6251.95            777.12
J Person (Monitor)                                    911.82          38.02        88.00        911.82            151.36
S Downie (Mouse/Notepack for Laptop                   147.52           6.15        89.00        147.52             30.64
S Downie (Monitor)                                    521.62          21.75        89.00        521.62            108.34
L. Wu Computer System                                2289.10          95.46        89.00       2289.10            475.45
Boston Computer DH Toshiba                           5970.00         248.95        89.00       5970.00           1239.97
Grand&Toy Cardscan500 Scanner                         399.99          16.68        89.00        399.99             83.08
KH Rom INDUSTRIES 19" MONITOR                         888.10          37.03        89.00        888.10            184.46
ROM INDUSTRIES (AMP TBIRDCOMPT SJ)                   4400.00         183.48        90.00       4400.00           1097.36
L Wu Computer Acc                                     288.99          12.05        90.00        288.99             72.07
M. Liu (2 HP785OPIII Systems)                        5049.93         210.58        90.00       5049.93           1259.45
Boston Computer BR Toshiba Tecra81                   6236.00         260.04        90.00       6236.00           1555.26
</Table>


<PAGE>
<Table>
<S>                                             <C>              <C>            <C>          <C>            <C>
Veritas Seagate 19GB Disk Dr                       635.00          26.48          90.00         635.00         158.37
D Hampson (Laptop Carry Case)                      308.93          12.88          90.00         308.93          77.05
Boston Computer (Battery Pack)                     680.00          28.36          91.00         680.00         197.95
F Ma (3 HP7850 PIII (admn)                        4799.97         200.16          91.00        4799.97        1397.27
F Ma (BusLink 40GB USB)                            548.94          22.89          91.00         548.94         159.80
K. Hirache (Maxtor 60GB)                           349.99          14.59          91.00         349.99         101.88
Veritas (Seagate 18GB) IT                          875.00          36.49          92.00         875.00         291.20
Boston (Iomega external drive BR)                  493.00          20.56          92.00         493.00         164.07
A. Lee (Dual Intel PIII, AMD Athlon               5385.71         224.58          93.00        5385.71        2016.95
Boston (Toshiba Tecra BatryPck JP)                 249.00          10.38          94.00         249.00         103.63
Boston (Toshiba Tecra BatryPck FM)                 249.00          10.38          94.00         249.00         103.63
Alberta Dist (Maxtor 40GB HDD)                     229.00           9.55          94.00         229.00          95.31
ROM (AMD 1.2G Computer System JPH)                3250.00         135.53          94.00        3250.00        1352.65
S. Downie (Laptop Memory Expansion)                353.48          14.74          94.00         353.48         147.12
SGI Octane 2 18GB Workstn (GLI tes)              22915.35         955.57          95.00       22915.35       10492.94
Boston Toshiba CDRW DVD                            795.00          33.15          95.00         795.00         364.03
Boston Maxto 80GB External HD                      512.00          21.35          96.00         512.00         255.80
Sun Ulta60 Model2450                             18040.00         752.27          96.00       18040.00        9012.78
UBS PC 30GB disk (Downie)                          348.72          14.54          96.00         348.72         174.22
J Peron (UPS/ Hard Drive for PC)                   817.85          34.10          97.00         817.85         442.70
Veritas Sun Ultra 60 DVD                           570.00          23.77          97.00         570.00         308.54
Compucentre 3 Sceptre 19" Monitors                1125.00          46.91          97.00        1125.00         608.96
Intel PIII Computer systems (F Ma)                6557.00         273.43          98.00        6557.00        3822.73
DataRam 256MB Mem Exp Kit (Veritas)                640.00          26.69          99.00         640.00         399.81
Sun 21" Monitor (CR) (Veritas)                     820.00          34.19          99.00         820.00         512.25
CD Writer Backpack (Downie)                        324.40          13.53          99.00         324.40         202.65
A. Lee Dell 2 Dimension 4300, PIV Sys             5136.00         214.17         100.00        5136.00        3422.63
Office Dept HP7917 CPU&Accessories                1221.93          50.95         100.00        1221.93         814.29
Staples 2 HP LJ1200 Printers                      1299.72          54.20         100.00        1299.72         866.13
K.Hirache (Sony PIII 15GB System)                 2928.99         122.14         100.00        2928.99        1951.88
Veritas Sun 20.4GB 7200Disk Drive                  548.00          22.85         101.00         548.00         388.04
Veritas 3 Com SuperStack3 24Port Sw               1130.00          47.12         101.00        1130.00         800.15
F.Ma Fujitsu 40.9GB HD                             199.99           8.34         101.00         199.99         141.61
J Yang Athlon1.6 with CD writer Sy                1008.38          42.05         101.00        1008.38         714.03
W.Tong Alberta Distr. Maxtor160GB                  469.00          19.56         102.00         469.00         351.66
A. Lee (AB Distr Linux IntelP41.7System)          1112.40          46.39         102.00        1112.40         834.08
A.Lee Dell Dimension4400,P4 Systems               3141.00         130.98         102.00        3141.00        2355.12
W. Tong AB Distr. LG CDRW Writer                   149.00           6.21         102.00         149.00         111.72
T.Ftn Sony Vaio Notebook System                   4702.17         196.08         102.00        4702.17        3525.69
Veritas Seagate 181GB SCSI                        2935.00         122.39         103.00        2935.00        2323.05
Veritas DLT8000                                   4540.00         189.32         103.00        4540.00        3593.41
Janusz Peron computer equipment                   2396.54          99.94         103.00        2396.54        1896.86
Kim Andersen Dell computer                        8453.00         352.49         104.00        8453.00        7043.04
Quantum 60GB HDD 7200RPM                           199.00           8.30         104.00         199.00         165.81
W. Tong Veritas Seagate 181GB 7200RPM             5850.00         243.95         104.00        5850.00        4874.22
W. Tong Veritas 256MB of RAM                       385.00          16.05         104.00         385.00         320.78
T. Fountain Computer Hardware                     1743.68          72.71         104.00        1743.68        1452.83
S. Downie Computer Equipment                       514.48          21.45         104.00         514.48         428.66
A. Lee Dimension 4400, Pentium 4                  3190.00         133.02         105.00        3190.00        2790.93
T. Todorov Intel P4 computer                      2904.00         121.10         105.00        2904.00        2540.71
W. Tong Samsung Laser Printer/Maxtor 80GB          549.00          22.89         105.00         549.00         480.32
A. Fung Samsung 17" TFT 19" 955DF                 1429.97          59.63         105.00        1429.97        1251.08
A. Fung Ascot Intel Pentium 4                     2385.99          99.50         105.00        2385.99        2087.50
B. Russell Sony Valo Notebook                     3335.97         139.11         105.00        3335.97        2918.64
A. Fung Intel P4                                  1286.57          53.65         105.00        1286.57        1125.62
J. Peron Printer                                   502.94          20.97         105.00         502.94         440.02
Keith Hirsche XP 2000+ Computer                   2999.00         125.06         106.00        2999.00        2748.88
Brian Russell Port Replicator                      299.99          12.51         106.00         299.99         274.97
Kim Andersen Jbuilder 7 Enterprise                2219.18          92.54         107.00        2219.18        2126.64
William Tong 512MB SDRAM PC133                     330.00          13.76         107.00         330.00         316.24
S. Downie Matrix Desktop/Cable/Port/Switch        2295.90          95.74         107.00        2295.90        2200.16

Totals-Computer Equipment                       266274.29        7893.00                     266274.30      100224.34
</Table>
<PAGE>

<Table>
<Caption>
SOFTWARE
--------

<S>                                               <C>              <C>           <C>           <C>              <C>
F.Ma(NuMega Dev Partner Vis C++)                     540.01           0.00          76.00         540.01           0.00
F.Ma(Absoft Pro Fortran 6.2)                         995.00           0.00          76.00         995.00           0.00
F.Ma (NuMega Dev Partner Vis C++ 6.2)                609.00           0.00          77.00         609.00           0.00
L. Wu (MKS Toolkit CG)                               577.87           0.00          78.00         577.87           0.00
L. Wu (Compucenter Windows 2000 for KA)              445.00           0.00          80.00         445.00           0.00
B. Russell (Mathworks)                              5653.84           0.00          81.00        5653.84           0.00
F. Ma (MS2000/Word Suite Upgrade)                    619.98          25.83          82.00         619.98           0.00
L. Wu (Dreamweaver Software)                         889.04          37.07          83.00         889.04           0.00
S. Jamieson (MS Office Pro/Works                     559.98          23.35          83.00         559.98           0.00
Compucenter MFS Maestro                              409.99          17.08          84.00         409.99           0.00
Compucenter Coreldraw 9                              279.99          11.68          85.00         279.99          11.45
Globetrotter FLEX LM NT Upgrade                     5870.00         244.78          85.00        5870.00         240.08
J. Peron (Paint Shop Pro6.02)                        186.30           7.77          85.00         186.30           7.62
L. Wu (Installshield PR02000 Upgrade                 771.00          32.15          86.00         771.00          63.68
Advanced Datasystems                                2577.00         107.46          86.00        2577.00         212.86
J. Peron (Dreamweaver)                               491.30          20.49          87.00         491.30          61.07
T. Fountain (Dreamweaver)                            515.95          21.52          87.00         515.95          64.13
J. Peron (VisualC++)                                 697.31          29.08          87.00         697.31          86.68
J. Peron (Exceed)                                    493.13          20.56          88.00         493.13          81.86
S Downie (Borland J Builder V)                       758.79          31.64          89.00         758.79         157.60
Interactive Network JVIEW3D Pro                     2914.48         121.53          89.00        2914.48         605.34
T Fountain (Dreamweaver Upgrade)                     240.74          10.04          90.00         240.74          60.04
T Fountain (MS Windows 2000)                         274.65          11.45          90.00         274.65          68.50
PacLink (MS Windows ME 2000)                         500.00          20.85          91.00         500.00         145.55
L. Wu (Acrobat 4.0)                                  399.99          16.68          91.00         399.99         116.44
S. Downie (Roguewave Software)                      1336.77          55.74          92.00        1336.77         444.88
Paclink (MS Windows 2000)                            250.00          10.43          93.00         250.00          93.63
Compucenter (CorelDraw 10)                           349.99          14.59          93.00         349.99         131.07
Mathworks Signal Processing/Neural                  2495.03         104.04          93.00        2495.03         934.39
Neuralware (Professional/Plus) BR                   3613.53         150.68          94.00        3613.53        1503.95
Compucentre (Office XP Pro)                          849.99          35.44          95.00         849.99         389.21
Compucentre (Office XP Pro Upgrade                   669.99          27.94          95.00         669.99         306.79
Exceed 3D (Downie)                                   604.18          25.19          96.00         604.18         301.85
Open Spirit Developer C++/Java                     24721.60        1030.89          97.00       24721.60       13381.80
Exceed/Maestro (Fountain)                           1031.33          43.01          98.00        1031.33         601.27
A Lee Project 2000 (CompuCentre)                     309.99          12.93          99.00         309.99         193.65
Purifier Software (Peran)                           1284.05          53.55          99.00        1284.05         802.15
A.Lee Dell MSWndws,OffXP,NortonA-V                   996.00          41.53         100.00         996.00         663.73
K. Hirsche Office XP Software                        724.98          30.23         100.00         724.98         483.13
CompuCentre 3OffXP (admin/recptn/d                  1409.97          58.80         100.00        1409.97         939.60
SGI C++/F77 Compilers                               3742.48         156.06         100.00        3742.48        2493.99
KAI/Pro Fortan&C++Toolsets                          2354.09          98.17         100.00        2354.09        1568.77
J.Yang Borland Jbuilder                             1549.00          64.59         101.00        1549.00        1096.85
Compucenter Dreamweaver Upgrade                      250.00          10.43         102.00         250.00         187.45
Compucenter Adobe Photoshop 6                       1049.99          43.78         102.00        1049.99         787.28
S.Downie Jbuilder 6 Professional                     658.54          27.46         102.00         658.54         493.77
Brian Russell Mathcad 2001i                          366.10          15.27         103.00         366.10         289.77
Scientific Tool Understand                          4268.27         177.99         103.00        4268.27        3378.34
SGI SC4-C-7.3 Single user                           1224.00          51.04         104.00        1224.00        1019.84
F. MA MS Visual C#/C++                               294.95          12.30         104.00         294.95         245.75
K. Anderson Jbuilder 6 Professiona                  1549.00          64.59         105.00        1549.00        1355.22
hot-n-GUI                                           1563.20          65.19         105.00        1563.20        1367.64
B. Russell Office/Windows XP                        1099.90          45.87         106.00        1099.90        1008.17
Softchoice IBM Exceed Multiplatfor                  2364.16          98.59         106.00        2364.16        2166.99
Macrovision Alladin HASP Dongle                      703.44          29.33         106.00         703.44         644.77
T. Collwell MS Visual/Windows XP                     473.90          19.76         106.00         473.90         434.38
K. Hirsche Office XP                                 749.98          31.27         106.00         749.98         687.43
F. Ma Windows/Enterprise/QtXII                      5429.17         226.40         107.00        5429.17        5202.77
S. Downie MS office/MS Visual                       1058.25          44.13         107.00        1058.25        1014.12

Totals - Software                                  99666.17        3788.22                      99666.17       48597.29
</Table>


<PAGE>

<Table>
<S>                                          <C>             <C>             <C>          <C>             <C>
TOTAL DEPRECIATION                            456156.20       12640.54                     456156.21      185604.10

LEASEHOLD IMPROVEMENTS

Lignum Interiors                                8255.14         114.65          41.00        8255.14         688.22
Lignum Interiors                               14321.00         270.21          59.00       14321.00        1350.92
Tillyard Management                            13075.52         186.79         100.00       13075.52       11767.99
ACCI construction                                560.00           8.00         104.00         560.00         528.00
ACCI construction                                339.45           4.85         105.00         339.45         324.90
Tillyard Management~ signage                     402.80           5.75         106.00         402.80         391.30

Totals - Leasehold Improvements                38953.91         584.50                      36551.11       14660.03

Consulting Group Depreciation                                   500.44

PROMC Depreciation                                              429.36

PRO4D Depreciation                                              550.61
</Table>



<PAGE>

HAMPSON-RUSSELL PERTH IN AUD

Assets & Depreciation - as at June 30, 2002


Start Date:                       1-Apr-02

Current Date:                    30-Jun-02

Elapsed Months                        3.00

<Table>
<Caption>
                                                                      AGE IN
                                       ORIGINAL       CURRENT         MONTHS        OPENING        CURRENT
ITEM                                     COST       DEPRECIATION    FROM START       VALUE          VALUE
----                                  ----------    ------------    ----------     ----------     ----------
<S>                                   <C>           <C>             <C>            <C>            <C>

OFFICE EQUIPMENT 22-100

Ericsson T68 Mobile Telephone             453.63          13.61           0.00         453.63         412.80
                                                           0.00                          0.00           0.00

Totals - Office Equipment                 453.63          13.61           0.00         453.63         412.80

FURNITURE & FIXTURES

                                                           0.00                          0.00           0.00
                                                           0.00                          0.00           0.00
                                                           0.00                          0.00           0.00

Totals - Furniture & Fixtures               0.00           0.00                          0.00           0.00

TOTALS Office Equip/Furniture             453.63          13.61                        453.63         412.80

COMPUTER EQUIPMENT 22-200

                                                           0.00                          0.00           0.00
                                                           0.00                          0.00           0.00
                                                           0.00                          0.00           0.00
                                                           0.00                          0.00           0.00

Totals - Computer Equipment                 0.00           0.00                          0.00           0.00

SOFTWARE

                                                           0.00           1.00           0.00           0.00

Totals - Software                           0.00           0.00                          0.00           0.00

Total Depreciation                                        13.61
                                                       ========
</Table>

<PAGE>

              HAMPSON-RUSSELL SOFTWARE -- LONDON          30-06-02
                ADDITIONS TO FIXED ASSETS -- ALL PERIODS IN GBP

<Table>
<S>                                                           <C>
Start Date                                                    31-Oct-93
Current Date                                                  30-Jun-02
Months Elapsed                                                   105
</Table>

<Table>
<Caption>
                                       Date Acquired     Purchase       Current      Age in Months                Current
       Item Description                 (DD/MM/YY)     Amount (GBP)   Depreciation    from Start     Open Value    Value
<S>                                    <C>             <C>            <C>            <C>             <C>          <C>
COMPUTER HARDWARE 33%

SOFTWARE/SALES
J.Coffin (Toshiba DAAMOD)               1/11/1997          125.00             0          0              125.00        0.00
IntelPentiumII (Coffin) handel           02/06/98         1904.00          0.00         56             1904.00        0.00
Toshiba LapTob/Acc(Coffin) yon           15/01/99         4025.94          0.00         63             4025.94        0.00
Zip Drive/InetBndle(Cffn)                28/01/99          708.95          0.00         63              708.95        0.00
128MB MEM DIMM (Inmac)                   27/04/99          124.99          0.00         66              124.99        0.00
15"Viewsnc Mntr(MicroWrh)                16/08/99          899.00         24.72         77              899.00      206.77
18"Monitor/Mse/Cbl(MicroWrh)             26/11/99         1988.97         54.70         78             1988.97      512.16
Hugh Toshiba Battry Chrgr               04/05//00          205.00          5.64         79              205.00       58.43
Seagate 9.2GBSCS (Microwrhse)            25/07/00          302.95          8.33         81              302.95      103.00
NetGlobel Psion(Micrwrhse)               13/10/00          179.99          4.95         84              179.99       76.05
Iiyam 15" Monitor(Micrwrhse)             19/10/00          799.00         21.97         84              799.00      337.58
Graphics Card(HC)(Coffin)                08/02/01          327.44          9.00         88              327.44      174.36
DantumNetr PIII (DanTech)hc              10/04/01         2951.06         81.15         90             2951.06     1733.75
Creative3DBlaster(Micro) entered 11/01  10/4/2001          169.99          4.67         90              169.99       99.87
SunBlade Model1750SprcIII/18"mntr        30/05/01        13923.00        382.88         91            13923.00     8562.65
HP 4110 Printer (Micro)                  24/07/01         1054.94         29.01         93             1054.94      706.81
HP paperfeeder (Micro)                   24/07/01          269.00          7.40         93              269.00      180.23
128MB Memory (Micro)                     26/07/01          189.00          5.20         93              189.00      126.63
Palm Accessories (Coffin)                8/1/2001          189.60          5.21         94              189.60      132.25
Palm Accessories (Coffin)               15/1/2002          144.45          3.97         99              144.45      120.62

SUBTOTAL                                                 30482.27        648.82                       30482.27    13131.14

GEOSCIENCE SERVICES
Ultra 2 (Dataman) chopin                 01/04/98         4688.00          0.00         54             4688.00        0.00
Ultrastar9ESDrive(Datmn)                 29/04/98          619.00          0.00         55              619.00        0.00
ExternalSCSI disk(Datam)                 30/09/98         1295.00          0.00         59             1295.00        0.00
MS C++ Compiler (Coffin)                 05/11/98          349.78          0.00         61              349.78        0.00
SCSI Hard Disk (Coffin)                  18/03/99          539.00          0.00         65              539.00        0.00
SBUS Interface Crd (ATS)                 27/04/99          250.00          0.00         66              250.00        0.00
Flexpk/CountryKit (ATS) DLT              08/04/99         2629.00          0.00         66             2629.00        0.00
Mitsubishi 21"Mntr (Inmc)                20/04/99          645.00          0.00         66              645.00        0.00
YamahaCD-RW SCSI Kit(Inmc)               28/05/99          266.89          0.00         67              266.89        0.00
32MBMem/SBUSCard (ATS Sol) elgar nic     07/06/99          790.00          0.00         68              790.00        0.00
4MB Simm (ATS Solutions)                 16/06/99          190.00          0.00         68              190.00        0.00
Ultra 9.1GBWrkstn(ATS) puccini           19/08/99        15104.00        415.36         70            15104.00      566.40
X3514A (ATS)                             09/11/99          220.00          6.05         73              220.00       26.40
18G Disk,CDRom,Cable(ATS)                29/03/00         1348.00         37.07         77             1348.00      310.04
Dan Dantum/WS PIII Systm quantz          05/05/00         1965.00         54.04         79             1965.00      560.03
Ultra160 SCSI/Plexwriter(Wong)           27/07/00          389.00         10.70         81              389.00      132.26
Dan Xplora PIII System wagner            05/09/00         2323.00         63.88         83             2323.00      917.59
Ultra160SCSI KIT(Micrwrhse)              23/10/00          224.99          6.19         84              224.99       95.06
CTX CDRM Dr/grphsCrd(Wong) strauss       06/10/00          206.19          5.67         84              206.19       87.12
Toshiba CD-RW Drive(Micro)               27/02/01          395.00         10.86         88              395.00      210.34
1to4 Video Splitter(Rotrncs)             01/02/01          156.20          4.30         88              156.20       83.18
Toshiba Tecra8200 LapTop(Micro)          05/03/01         2585.00         71.09         89             2585.00     1447.60
Evesham PR WinXP PC (RG)                 05/01/02         2525.00         69.44         99             2525.00     2108.38
Acardia Ltd/ 40-80GB Tape DLT8000        16/05/02         2965.00         81.54        103             2965.00     2801.93

SUBTOTAL                                                 42668.05        836.18                       42668.05     9346.30

JOINT
Per Price Waterhouse                     31/10/93          475.22          0.00          0              475.22        0.00
SPARCstation                             28/01.94         5800.00          0.00          3             5800.00        0.00
Dell PC                                  08/04/94         1319.00          0.00          6             1319.00        0.00
HP LaserJet 4P                           07/04/94          726.00          0.00          6              726.00        0.00
Dell RAM upgarde                         13/06/94          175.00          0.00          8              175.00        0.00
Notebook PC                              23/08/94         2332.00          0.00         10             2332.00        0.00
Insurance Claim / Notebook               31/08/94        (2332.00)         0.00         10            (2332.00)       0.00
Viglen RAM upgarde                       30/11/94         1059.00          0.00         13             1059.00        0.00
Notebook PC                              04/01/95         2781.50          0.00         15             2781.50        0.00
Insurance Claim                          22/02/95        (3268.00)         0.00         16            (3268.00)       0.00
Keyboard and speakers                    31/03/95           55.94          0.00         17               55.94        0.00
</Table>
<PAGE>

<Table>
<S>                                                           <C>        <C>        <C>      <C>   <C>        <C>
Solaris workstation, etc.                                     30/04/95    8386.00     0.00    18    8386.00      0.00
Modem, etc.                                                   19/05.95     254.00     0.00    19     254.00      0.00
5.25" HH Exabyte subsystem                                    25/08/95     941.00     0.00    22     941.00      0.00
Genie PC (J.Coffin exp.)                                      29/09/95    1935.00     0.00    23    1935.00      0.00
Graphics Card/Blue Chip                                       09/02/96     270.00     0.00    28     270.00      0.00
Genie PC & Access. (J.C.)                                     22/02/96    1951.00     0.00    28    1951.00      0.00
Solaris workstation                                           22/02/96   12316.00     0.00    28   12316.00      0.00
USRobotics 28.8 Modem                                         12/03/96     165.00     0.00    29     165.00      0.00
Exabyte 7GB hard drive                                        26/03/96     859.00     0.00    29     859.00      0.00
HP DeskJet Printer                                            03/04/96    1124.00     0.00    30    1124.00      0.00
PC/Printer Memory Upgr.                                       11/04/96      425.0     0.00    30     425.00      0.00
8MB memory upgr/J.Coffin                                      01/05/96     164.00     0.00    31     164.00      0.00
Viglen486 laptop/J.Coffin                                     12/06/96    1000.00     0.00    32    1000.00      0.00
9Gb HDD (Dataman)                                             24/06/96    1629.01     0.00    32    1629.01      0.00
Hawk 2Gb HDD (Dataman)                                        14/06/96     403.00     0.00    32     403.00      0.00
Canon BJ30 Printer (JC)                                       04/07/96     208.00     0.00    33     208.00      0.00
2 SOLA3-But.Mouse (Dtmn)                                      04/07/96      70.00     0.00    33      70.00      0.00
2 Taxan Graphic Cards                                         25/07/96     258.00     0.00    33     258.00      0.00
Danube Router (Demon)                                         22/07/96    2065.00     0.00    33    2065.00      0.00
Genie PC& Acc. (Viglen)                                       03/07/96    2099.00     0.00    33    2099.00      0.00
Additional Memory Spark                                       09/09/96     580.00     0.00    35     580.00      0.00
Ultral 128MB Cdrom Cmptr                                      18/09/96   12408.00     0.00    35   12408.00      0.00
8 SpCd-Rom Drive/Ealing                                       29/10/96      79.00     0.00    36      79.00      0.00
Vibra SoundBlstr&Spkrs/E                                      29/10.06      70.00     0.00    36      70.00      0.00
HP 5M Laser Printer/Mem                                       03/01/97    1657.75     0.00    39    1657.75      0.00
Etherlink Card                                                01/01/97      99.00     0.00    39      99.00      0.00
Creative Multimedia Kit                                       02/01/97     259.00     0.00    39     259.00      0.00
PentiumPRO2CCMHZ (Viglen)                                     27/02/97    3706.00     0.00    40    3706.00      0.00
Simms 8MB 72 Pin (Techno)                                     17/02/97    1560.00     0.00    40    1560.00      0.00
LG Internal CD-Rom9Techn                                      17/02/97      65.00     0.00    40      65.00      0.00
J. CoffinW.Digital4GB HD                                      06/03/97     498.00     0.00    41     498.00      0.00
J.CoffinAriesGraphicsCrd                                      06/03/97      39.00     0.00    41      39.00      0.00
J.Coffin HP Postcript Kit                                     03/04/97     357.00     0.00    42     357.00      0.00
J.Coffin MS Intellimouse                                      03/04/97      52.00     0.00    42      52.00      0.00
J.Coffin PCI EthernetCrd                                      14/04/97     255.00     0.00    42     255.00      0.00
CP Mega PC Transit Case                                       14/05/97     336.90     0.00    43     336.90      0.00
Dataman 8mm tape drive                                        27/05/97     119.00     0.00    43    1199.00      0.00
Dataman Exabyte Subsystm                                      19/05/97    1278.00     0.00    43    1278.00      0.00
Dataman Ultrasparc2 Sys                                       07/05/97   15365.00     0.00    43   15635.00      0.00
Viglen Ltd Cont ATX 2GB                                        23/6/97    1602.34     0.00    44    1602.34      0.00
Ethernet Crd/DrSol (Coffin)                                   27/06/97     318.00     0.00    44     318.00      0.00
32MBEDO SIMM/Cbl(coffin)                                      03/07/97     366.42     0.00    44     366.42      0.00
Toshiba LapTop(Coffin)                                        20/08/97    4230.90     0.00    46    4230.90      0.00
Grphc/Mouse/Term(Datamn)                                      22/08/97    1595.00     0.00    46    1595.00      0.00
Dataman Seagate 9Gb/Acc                                       18/11/97    1107.00     0.00    49    1107.00      0.00
Dataman Ultra Mem Kit                                         02/12/97     469.00     0.00    50     469.00      0.00
Dataman MicroD Terminator                                     16/12/97      30.00     0.00    50      30.00      0.00
HP Scanner Scanjet (Cffn)                                     01/12/97     459.00     0.00    50     459.00      0.00
HP 36"Colour Plttr(Cffn)                                      08/12/97    5164.30     0.00    50    5164.30      0.00
GSM/PCN Datacard (Cffn)                                       15/12/97     240.00     0.00    50     240.00      0.00
HP Laserjet 4000TN (Cffn)                                     13/02/98    1061.00     0.00    52    1061.00      0.00
HP 16MB Simm Prntr (Cffn)                                     06/03/98     156.00     0.00    53     156.00      0.00
Compt.Acc/Cbles (Coffin)                                      17/04/98     109.67     0.00    54     109.67      0.00
Ethernet NtwrkCrd(Cffn)                                       01/06/98      63.95     0.00    56      63.95      0.00
Network Cables (Coffin)                                       02/02/99     124.69     0.00    64     124.69      0.00
Network Cables (Coffin)                                       12/03/99     170.15     0.00    65     170.15      0.00
HP LJ Colour Prntr(Inmac)                                     06/04/99    2732.40     0.00    66    2732.40      0.00
HP 64MB MEM (Inmac)                                           21/04/99     385.00     0.00    66     385.00      0.00
Smart UPS1000VA&acc(Rotrn)                                    18/05/99     296.30     0.00    67     296.30      0.00
ISDN Card (MicroWarehse)                                      04/06/99     189.99     0.00    68     189.99      0.00
Cables/Labellr (MicroWrh)                                     29/06/99     192.80     0.00    68     192.80      0.00
ISDN Lan Modem(MicroWrh)                                      10/06/99     239.00     0.00    68     239.00      0.00
ISDN Router (Robinson)                                        22/06/99     245.00     0.00    68     245.00      0.00
2 Mem SODIMMUpgr(MicroWrh)                                    19/08/99     363.98    10.01    70     363.98     13.65
Cable/Adptrs/Ethrlink(Microwrh)                               03/11/99     159.70     4.39    73     159.70     19.16
Dam Xplora PIII System nono                                   31/03/00    4781.99   131.50    77    4781.99   1099.86
HP Scanner Scanjet(Microw)                                    23/05/00     149.99     4.12    79     149.99     42.75
Diamon Max40 HD (J Coffin)                                    20/06/00     125.00     3.44    80     125.00     39.06
3COM 10-/100LAN+MODEM(Micro)                                  30/06/00     129.95     3.57    80     129.95     40.61
3COM 10-/100LAN+MODEM(Micro)                                  11/07/00     129.95     3.57    81     129.95     44.18
Switch2xRJ45,Bat(Rotronics)                                   04/07/00     127.60     3.51    81     127.60     43.38
Intel PortServer (Micrwrhse)                                  23/08/00     149.95     4.12    82     149.95     55.11
3 Com Sprstck II (Microwrhse)                                 28/09/00    1009.00    27.75    83    1009.00    398.56
Compt.Acc (Rotronic)                                          26/09/00     325.00     8.94    83     325.00    128.38
CD-RW Drive/3 Mice (Coffin)                                   05/10/00     229.74     6.32    84     229.74     97.07
DLT 40/80GbExt TapeDR(Dan) office backup                      12/10/00    3233.00    88.91    84    3233.00   1365.94
</Table>
<PAGE>
<Table>
<S>                                           <C>           <C>            <C>           <C>        <C>          <C>
3ComEthrnet/ExtMdm/Acc(Microwrhse)            10/10/00       151.45         4.16           84        151.45         63.99
Dantum PIII/19"Montr(Dan) teleman/usper        17/1/01      2068.00        56.87           87       2068.00       1044.34
HPScanner/Acc (Microwrhse)                     30/1/01       426.93        11.74           87        426.93        215.60
Mse/Ethrlnk/Plexwrtr(Micr)                    01/02/01       243.97         6.71           88        243.97        129.91
APC Smart UPS1000 INET (Micro)                02/08/01       259.94         7.15           94        259.94        181.31
Sony VAIO Laptop/acces(Micro)                 10/04/01      4865.89       133.81           96       4865.89       3661.58
Sony ISDNcards (Microwarehouse)               10/08/01       211.98         5.83           96        211.98        159.51
Sony Memory Upgrade (Micro)                   10/29/01       309.93         8.52           96        309.93        233.22
SonyMemUpgrade/Stick(Micro)                   11/27/01       877.57        24.13           97        877.57        684.50
Seagate CheetahHHD/Term(Micro)                11/21/01       817.94        22.49           97        817.94        637.99
MaxtorFW80GB ExtHDD/Acc(Micro)                14/12/01       353.92         9.73           98        353.92        285.79
MaxtorFW80GB ExtHDD (2)(Micro)                17/01/02       569.93        15.67           99        596.93        475.89
Seagate 7200rpm disk drive(ATS)               19/03/02      3750.00       103.13          101       3750.00       3337.50
Kit-EVOP P4 & monitor                         16/04/02      2469.00        67.90          102       2469.00       2265.31
Kit-EVOP P4 & monitor                         23/04/02      2469.00        67.90          102       2469.00       2265.31
Computer Access. (Micro)                      30/05/02       175.98         4.84          103        175.98        166.30
Maxtor HDD160GB Ext (Micro)                   17/05/02       559.98        15.40          103        559.98        529.18
Microwarehouse Sony DLT IV                    05/06/02       322.88         8.88          104        322.88        314.00
Microwarehouse Yamaha CD-RW                   19/06/02       109.94         3.02          104        109.94        106.92

SUBTOTAL                                                  139256.31       878.05                  139256.31      20145.86

TOTAL COMPUTER HARDWARE                                   212406.63      2363.04                  212406.63      42623.30

COMPUTER SOFTWARE

SOFTWARE/SALES

SUBTOTAL                                                       0.00         0.00                       0.00          0.00

GEOSCIENCE SERVICES

SDI Tiff Lic (SystemDev)                      29/05/98       383.00         0.00           55        383.00          0.00

SUBTOTAL                                                     383.00         0.00                     383.00          0.00

JOINT

Norton Desktop                                06/07/94       110.00         0.00            9        110.00          0.00
Microsoft Access                              14/07/94       136.00         0.00            9        136.00          0.00
Windows for Workgroups                        22/07/94        70.64         0.00            9         70.64          0.00
3xChameleon NFS                               07/07/95      1195.00         0.00           21       1195.00          0.00
Chameleon NFS upgrade                         21/02/96       680.00         0.00           28        680.00          0.00
Microsoft Project                             22/11/96       289.00         0.00           37        289.00          0.00
MS Office/Access                              02/01/97       794.00         0.00           39        794.00          0.00
Windows NT/Virus Software                     02/01/97       297.00         0.00           39        297.00          0.00
4 ChameleonNFS/X Upgrade                      06/01/97       396.00         0.00           39        396.00          0.00
MS Visual C++ V4.0(Tech                       17/02/97       319.00         0.00           40        319.00          0.00
MS Project V4.1(Technom)                      17/02/97        85.00         0.00           40         85.00          0.00
MS Office97(Coffin)                           06/03/97       206.00         0.00           41        206.00          0.00
MS ProOffice 97 (Viglen)                      23/06/97       168.09         0.00           44        168.09          0.00
Adobe Pagemaker (Techn)                       31/07/97       379.00         0.00           45        379.00          0.00
Chameleon UNIXLink(ICBA)                      31/07/97       670.00         0.00           45        670.00          0.00
UnixLink97 (Lombard)                          21/08/97       299.00         0.00           46        299.00          0.00
ArcServe (Bates)                              09/10/97      1349.00         0.00           48       1349.00          0.00
Corel/Quantum (J. Coffin)                     15/10/97       442.00         0.00           48        442.00          0.00
SDI Montage (System Dev)                      16/01/98      6323.00         0.00           51       6323.00          0.00
RealPlayer V5.0 (Coffin)                      11/03/98        38.67         0.00           53         38.67          0.00
CorelDraw/Paint(Techno)                       26/05/98       180.50         0.00           55        180.50          0.00
Chameleon UNIXLink(ICBA)                      12/01/99       295.00         0.00           63        295.00          0.00
MS Office2000 (Microwrhs)                     16/08/99       514.99        14.16           70        514.99         19.31
MS WindowsPRO2000(Microw)                     22/02/00       233.94         6.43           76        233.94         47.37
MS Project 98 (Microwrhs)                     02/02/00       309.00         8.50           76        309.00         62.57
Adobe Photoshp(Microwrhs)                     02/02/00       399.99        11.00           76        399.99         81.00
NFS Maestro Multi(Expir)                      19/04/00       275.00         7.56           78        275.00         70.81
CorelDraw 9Win95 (Microwrhse)                 09/06/00       264.99         7.29           80        264.99         82.81
MS Windows SRV2000(Micro)                     09/05/00       824.99        22.69           79        824.99        235.12
DreamWeaver3.0 (Microwrhse)                   14/08/00       254.89         7.01           82        254.89         93.67
Adobe Photoshp6.0(Microwrhs)                  12/10/00       439.99        12.10           84        439.99        185.90
MS Exch2000Servr(Microwrhse)                  16/11/00      1030.90        28.35           85       1030.90        463.91
CorelDraw 10 (Microwrhse)                     07/03/01       319.99         8.80           89        319.99        179.19
Adobe Acrobat5.0(Microwrhse)                  24/05/01       189.99         5.22           91        189.99        116.84
Win2000 (J.Coffin)                            09/26/01       220.00         6.05           95        220.00        159.50
MS Office XP (Microwrhse)                     09/20/01       448.94        12.35           95        448.94        325.48
MS Project 2000 (Microwrhse)                  09/03/01       327.94         9.02           95        327.94        237.76
</Table>
<PAGE>
<Table>
<S>                                               <C>           <C>           <C>         <C>       <C>        <C>
Adobe Pagemaker7.0 (Micro)                        10/31/01         704.92        19.39      96        704.92      530.45
Adobe Photoshop 7.0/MS Windows XP/Acc (Micro)     05/01/02         803.88        22.11     103        803.88      739.67

SUBTOTAL                                                         22286.24       208.02              22286.24     3651.37

TOTAL COMPUTER SOFTWARE                                          22669.24       208.02              22669.24     3651.37


OFFICE FURNITURE

SOFTWARE/SALES
Opera 27ZR.UP Chair JC                          08/29/2001         620.01        12.92      94        620.01      477.92

SUBTOTAL                                                           620.01        12.92                620.01      477.92

GEOSCIENCE SERVICES


SUBTOTAL                                                             0.00         0.00                  0.00        0.00

JOINT
Per Price Waterhouse                              31/10/93         373.00         0.00       0        373.00        0.00
Partitioning                                      28/11/93         550.00         0.00       1        550.00        0.00
Table, filing cabinet                             19/01/94         125.00         0.00       3        125.00        0.00
Chair                                             18/02/94          89.36         0.00       4         89.36        0.00
Desk w/return                                     06/04/94         252.16         0.00       6        252.16        0.00
Shelving, etc.                                    15/04/94          65.40         0.00       6         65.40        0.00
Partitions and shelving                           23/02/95        (400.00)        0.00      16       (400.00)       0.00
4x4-drwr file cabinets                            07/03/95         960.85         0.00      17        960.85        0.00
Desk, shelves, etc.                               12/03/95        1278.54         0.00      17       1278.54        0.00
Chairs & desk rack                                31/03/95         171.23         0.00      17        171.23        0.00
10-drwr cabinet                                   27/03/95          88.34         0.00      17         88.34        0.00
Shelving and desk fittings                        13/04/95         192.34         0.00      18        192.34        0.00
Screens                                           04/05/95         295.00         0.00      19        295.00        0.00
Tambour cupboard                                  14/06/95         260.41         0.00      20        260.41        0.00
Shelf for cupboard                                26/06/95          22.00         0.00      20         22.00        0.00
4-drwr file cabinet                               07/09/95         145.00         0.00      22        145.00        0.00
Misc. furniture (Alb. House)                      19/12/95          80.00         0.00      26         80.00        0.00
Boardroom Table/Chairs                            19/12/95         250.00         0.00      26        250.00        0.00
Ikea Furniture (J.C.)                             21/02/96         129.36         0.00      28        129.36        0.00
Desk & Shelving (J.C.)                            24/03/95         101.73         0.00      29        101.73        0.00
Chair & Shelves (Ensor)                           01/03/96         310.70         0.00      29        310.70        0.00
H/Back Chair (Ensor)                              28/06/96         127.50         0.00      32        127.50        0.00
Pledge Chair H/Back (Ensor)                       17/10/96         127.50         0.00      36        127.50        0.00
Ikea Furniture                                    13/12/96        1626.39         0.00      38       1626.39        0.00
Ikea Furniture                                   10/1/1997         345.53         0.00      39        345.53        0.00
Ikea Furniture                                   10/2/1997         290.64         0.00      40        290.64        0.00
Ikea Furniture Desk                               5/3/1997         195.75         0.00      41        195.75        0.00
Ikea Furniture                                    27/03/97          45.95         0.00      41         45.95        0.00
Ikea Furniture                                    16/06/97         937.87         0.00      44        937.87        0.00
Advance Seating Design                            26/09/97         425.00         0.00      47        425.00        0.00
Ikea Furniture                                    16/10/97         595.73         0.00      48        595.73        0.00
Ikea Furniture                                    13/10/97          10.21         0.00      48         10.21        0.00
Ikea Furniture                                    30/04/98        1599.15         0.00      54       1599.15        0.00
Pioneer Cpbrd/Shlfs                               30/04/98         407.78         0.00      54        407.78        0.00
Ikea Furniture                                    30/10/98         105.53         2.20      60        105.53        6.60
Ikea Furniture                                    30/11/99         486.82        10.14      73        486.82      162.27
Pioneer Cpbrd/Slfs                                17/08/00         449.25         9.36      82        449.25      233.98
Ikea (Sarna Seat/Chframe)                         14/11/00         910.63        18.97      85        910.63      531.20
Ikea Furniture                                    1/2/2001         127.66         2.66      88        127.66       82.45
CP Cases Sun Case                                 31/08/01         900.70        18.76      94        900.70      694.29
Pioneer Hat/Coat Stand                            9/8/2001         211.16         4.40      94        211.16      162.77
IKEA                                              03/05/02          89.37         1.86     103         89.37       85.65

SUBTOTAL                                                         15356.54        68.36              15356.54     1959.21

Total Office Furniture                                           15976.55        81.27              15976.55     2437.13

Office & Conference Equipment

SOFTWARE/SALES
J.Coffin (Booth Containrs)                       9/10/1997        1305.00         0.00      48       1305.00        0.00
Pioneer (Fax Machine)                             08/04/98         319.91         0.00      54        319.91        0.00
12" Desk Fan (Coffin)                             23/05/98          26.99         0.00       0         26.99        0.00
</Table>
<PAGE>
<Table>

<S>                                          <C>               <C>            <C>             <C>         <C>        <C>
Ericsson FrntPnl(Coffin)                     02/06/98              25.52            0.00        0         25.52           0.00
Digital Camera(Coffin)                       05/06/99             644.66           13.43       68        644.66          57.48
T2 Booth Case(CP Cases)                      11/08/00             552.66           11.51       82        552.66         287.84
Nomadic Booth                                07/10/00            4697.50           97.86       84       4697.50        2642.34
J.Coffin(Sony DigCamera)                     11/11/00             714.87           14.89       85        714.87         417.01
Nomadic Booth                                29/11/00            4688.50           97.68       86       4688.50        2832.64
T2 Case (CP Cases)                           27/03/01             620.69           12.93       89        620.69         413.79
Rolluxe Pedestal (Nomadic)                   29/03/01             522.00           10.88       89        522.00         348.00
Dixon Palm Organiser (Coffin)                22/06/01             482.75           10.06       92        482.75         352.01
ARGO phones (homeoffice Coffin)              01/11/01             170.20            3.55       97        170.20         141.83
FGEMobile Accessory                          3/12/2001            135.50            2.82       98        135.50         115.74
J. Coffin (Home Office Blinds)               12/01/02             108.09            2.25       99        108.09          94.58

SUBTOTAL                                                        15014.84          277.86               15014.84        7703.27

GEOSCIENCE SERVICES
J.Coffin(fax machine)                        24/09/97             344.67            0.00       47        344.67           0.00
A.Smith (BOSC)                               16/04/98             427.00            0.00       54        427.00           0.00
A.Fogg (Fax Machine)                         27/01/02             159.00            3.31       87        159.00          99.38
FGE Mobile Accessory                         17/12/01             153.00            3.19       98        153.00         130.69

SUBTOTAL                                                         1083.67            6.50                1083.67         230.06

JOINT
Ans. machine/Notice boards                   23/12/93              65.50            0.00        2         65.50           0.00
Sale of ans. mach.                           23/12/93             (30.00)           0.00        2        (30.00)          0.00
Magnetic wall board                          11/04/94             100.00            0.00        6        100.00           0.00
Battery and charger                          13/06/94              69.10            0.00        8         69.10           0.00
OKIfax 1000                                  25/11/94            1010.00            0.00       13       1010.00           0.00
Reconditioned copier                         09/03/95            1500.00            0.00       17       1500.00           0.00
Answerphone, kettle, towels                  05/05/95             147.01            0.00       19        147.01           0.00
Postage Machine                              31/12/95            1015.00            0.00       26       1015.00           0.00
Mobile phone upgrade                         14/02/96             154.21            0.00       28        154.21           0.00
4 Drwr Filing Cabinet                        17/10/96             149.50            0.00       36        149.50           0.00
HRS Cnd Booth Poster/Pnls                    30/04/97            2296.12            0.00       42       2296.12           0.00
Antistatic ChrMat(Pioner)                    31/07/97              70.12            0.00        0         70.12           0.00
BT Bus.Com.(Answr Mch)                       24/09/97             114.02            0.00       47        114.02           0.00
BT Mobile (Mobile Phne)                      7/10/1997            110.04            0.00       48        110.04           0.00
SGB Youngman(Grp4AirCon)                     18/11/97             707.00            0.00       49        707.00           0.00
J.Coffin(CfeMkr/Micrwve)                     14/04/98             177.48            0.00       54        177.48           0.00
Fastsigns(Booth Banners)                     20/05/98             868.97            0.00       55        868.97           0.00
Air Conditioner (Htbuster)                   24/06/98             680.00            0.00       56        680.00           0.00
2 Eldon Mag Stands(Pionr)                    24/11/98             542.85           11.31       61        542.85          45.24
Bosch World 718 MobilePh                     15/01/99             527.19           10.98       62        527.19          54.92
Fastsigns (Booth Banners)                    05/06/99             914.67           19.06       68        914.67         209.61
Skytech (Conference Phone)                   15/06/99             435.00            9.06       68        435.00          99.69
Nokia6150&Acc (BT Mobile)                    09/09/99             170.92            3.56       71        170.92          49.85
Lanier Dig5222Copier (RBS)                   13/12/99            3115.00           64.90       74       3115.00        1103.23
5'Cables/PadLokII (RaqSys)                   21/12/99             153.38            3.20       74        153.38          38.98
Toshiba TLP650 Proj (PictureIt)               7/1/00             3920.00           81.67       75       3920.00        1470.00
Infocus LP335 Projetr(Micrwrhse)             27/10/00            2799.00           58.31       84       2799.00        1481.14
BT Mobile (MotorolaP7289Cel)                 18/10/00             111.55            2.32       84        111.55          62.75
Sign Studio (two 4MBanners)                  31/10/00            1798.00           37.46       84       1798.00        1011.38
RBS (Lanier 4360 Fax)                         9/11/00             892.00           18.58       85        892.00         520.33
J.Coffin/Airborne (trolleys)                 12/02/01             500.39           10.42       88        500.39         323.17
Pioneer (2 Flip Charts)                       21/2/01             370.18            7.71       88        370.18         239.07
Pitney (Sparkl Franking Machine)              30/4/01            1200.00           25.00       90       1200.00         825.00
Ikes (effektiv rail/tbl/leg)                 29/03/02             117.45            2.45      101        117.45         107.66
EBM HP Color Laser Printer                   26/06/02             349.00            7.27      104        349.00         341.73
Ikea (effektiv rail/tbl/leg)                 30/06/02             102.13            2.13      104        102.13         100.00
Microwarehouse                               20/06/02            1445.22           30.11      104       1445.22        1415.11

SUBTOTAL                                                        28668.00          405.50               28668.00        9498.86

Total Office Equipment                                          44766.51          689.86               44766.51       17432.18

Leaseholds

SOFTWARE/SALES

SUBTOTAL                                                            0.00            0.00                   0.00           0.00

GEOSCIENCE SERVICES

SUBTOTAL                                                            0.00            0.00                   0.00           0.00
</Table>
<PAGE>
<Table>
<S>                                   <C>                    <C>            <C>        <C>            <C>          <C>
JOINT
Security grille and locks             19/04/95                  247.34         0.00       18             247.34        0.00
A.J. Woodward, Carp.                  26/03/98                 1940.00         0.00       53            1940.00        0.00
A.T. Curtains                         31/03/98                  300.00         0.00       53             300.00        0.00
Stateside Services                    26/03/98                  402.50         0.00       53             402.50        0.00
A.T. Curtains                         20/04/98                  673.75         0.00       54             673.75        0.00
Ideal Interiors (crpttile)            01/04/98                 1716.00         0.00       54            1716.00        0.00
R & R Security                        06/04/98                 2196.79         0.00       54            2196.79        0.00
A. Smith (Signage)                    16/04/98                   77.14         0.00       54              77.14        0.00
A.J. Woodward (FireDoor)              27/10/00                  500.00        13.75       84             500.00      211.25
A.J. Woodward (Officervsn)            29/12/00                 2000.00        55.00       86            2000.00      955.00

SUBTOTAL                                                      10053.52        68.75                    10053.52     1166.25

Total Leasehold Improvements                                  10053.52        68.75                    10053.52     1166.25

GRAND TOTAL OFFICE                                            60743.06       771.14                    60743.06    19869.31
GRAND TOTAL COMPUTER                                         235075.87      2571.06                   235075.87    46274.67
GRAND TOTAL LEASEHOLD                                         10053.52        68.75                    10053.52     1166.25
GRAND TOTAL                                                  305872.45      3410.95                   305872.45    67310.23


Recap:

Depreciation
Software/Sales 71430                                          46117.12       939.60                    46117.12    21312.33
Geoscience Services 81430                                     44134.72       842.68                    44134.72     9576.36
Joint                                                        215620.61      1628.67                   215620.61    36421.54
RECAP TOTAL DEP.                                             305872.45      3410.95                   305872.45    67310.23


Monthly Allocation                                             Software/Sales lence Services Totals
Depreciation 23100                                             1753.94       1657.01        3410.95
</Table>
<PAGE>
HAMPSON RUSSELL S.E. ASIA in USD
Assets & Depreciation - as at June 30, 2002

Start Date:             1-May-00
Current Date:          30-Jun-02
Elapsed months             26.00


<Table>
<Caption>
                                                                      Age in
                                    Original         Current           Months          Opening           Current
Item                                  Cost         Depreciation      From Start         Value             Value
----                              ------------     ------------     ------------     ------------     ------------

<S>                               <C>              <C>              <C>              <C>              <C>
OFFICE EQUIPMENT 22-100

Fax/Answering Machine (HRS)             273.33             8.20             0.00           273.33            60.13
Projector - Sudjarwo (HRS)             4800.00           144.00            10.00          4800.00          2496.00

Totals - Office Equipment              5073.33           152.20                           5073.33          2556.13

FURNITURE & FIXTURES

(AdminAst Furniture (Wiguna)            254.29             7.63            10.00           254.29           132.23
                                                           0.00                              0.00             0.00
                                                           0.00                              0.00             0.00

Totals - Furniture & Fixtures           254.29             7.63                            254.29           132.23

TOTALS Office Equip/Furniture          5327.62           159.83                           5327.62          2688.36

COMPUTER EQUIPMENT 22-200

PCMCIA Modem                            229.65             6.89             0.00           229.65            50.52
SUN Ultra5 Workstation                11409.59           342.29             5.00         11409.59          4221.55
CPU Pentium III/UPS APC 650VA          1061.07            31.83             6.00          1061.07           424.43
Canon BJC 6200 Color Printer            219.00             6.57             7.00           219.00            94.17
Leo PentiumIII (Zisca)                  833.17            25.00             9.00           833.17           408.25
Bercel Plotter                         3615.00           108.45             9.00          3615.00          1771.35
HPGL/2 Formatter Card                   353.00            10.59            10.00           353.00           183.56
PC Computer                            1573.28            47.20            21.00          1573.28          1337.29

Totals - Computer Equipment           19293.76           578.81                          19293.76          8491.12

SOFTWARE

Paint Shop PRO Win2000                  134.00             4.02             7.00           134.00            57.62
Exceed Hummingbird                      588.00            17.64             8.00           588.00           270.48
Justcroft CGM Software                  795.00            23.85             8.00           795.00           365.70

Totals - Software                      1517.00            45.51                           1517.00           693.80

Total Depreciation                                       784.15
                                                   ============
</Table>
<PAGE>
Assets & Depreciation - at June 30, 2002 for HRS Houston in USD

Start Date:             31-Oct-94

Current Date:           30-Jun-02

Elapsed months              93.00

<Table>
<Caption>
                                                                                       AGE IN
DATE OF                                                     ORIGINAL     CURRENT       MONTHS       OPENING      CURRENT
PURCHASE    ITEM                                              COST        DEPR.      FROM START      VALUE        VALUE
--------    ----                                            --------     -------     ----------     -------      -------
<S>         <C>                                             <C>          <C>         <C>            <C>          <C>
            OFFICE EQUIPMENT (3%)

            SB Marketing
            OVERHEAD/SLIDE PROJECTOR                          432.99        0.00       11.00          432.99         0.00
            CELLULAR PHONE                                    159.13        0.00       18.00          159.13         0.00
            8' x 10' NEPTUNE BOOTH                           2519.93        0.00       37.00         2519.93         0.00
            CART                                              149.77        1.49       41.00          149.77         0.00
            PCS CELLULAR PHONE                                144.84        4.35       50.00          144.84        16.66
14-Sep-99   S. BIRCHER OFFICEMAX PALM PILOT                   487.11       14.61       59.00          487.11       121.78
17-Sep-99   S. BIRCHER RADIOSHK CNVTN MIKE/ACC                179.63        5.39       59.00          179.63        44.91
12-Feb-00   S. BIRCHER KX-TC189 PHONE                         216.49        6.49       64.00          216.49        70.35
15-Jun-00   BEYOND CELLULAR CEL PHONE                         366.19       10.99       68.00          366.19       140.98
15-Dec-00   NOMADIC DISPLAY BOOTH ADDITIONS                  5780.00      173.40       74.00         5780.00      2745.50
17-Jan-01   VIKINF 70X70 WALL SCREEN                          109.84        3.30       75.00          109.84        53.82
14-May-01   NOMADIC DISPLAY BOOTH ADDITIONS                 19360.00      580.80       79.00        19360.00     11232.09
31-Jul-01   DATA PROJECTIONS PROX X350 1100L PROJECTOR*      4476.12      134.28       81.00         4476.12      3252.87
17-Aug-01   DATA PROJECTIONS PROX X350 LAMP                   421.10       12.63       82.00          421.10       285.43
30-Aug-01   NOMADIC DISPLAY BOOTH                           38742.11     1162.26       82.00        38742.11     25960.50
20 Nov-01   CHASE Sprint PCS Kyocera 2255 Phone               221.80        6.65       85.00          221.80       171.86
 5-Dec-01   CHASE Logi Cordless Internet Cel                  295.48        8.86       86.00          295.48       236.72

            Subtotal                                        74062.53     2125.51                    74062.53     44333.45

            CR Consulting
            FILING CABINET                                    627.84         0.0       33.00          627.84         0.00
            CELLULAR PHONE                                    107.23         0.0       50.00          107.23         0.00
 9-Jun-00   BYTEK PORTABLE A/C SPOT COOLER                   1343.59       40.31       68.00         1343.59       335.90
12-Oct-00   CONF ROOM COMBO BOARD                             238.14        7.14       72.00          238.14        88.11
31-Jan-01   CELLULAR PHONE                                    200.24        6.01       75.00          200.24        92.11
27-Jun-01   CARD SCANNER                                      213.00        6.39       80.00          213.00       129.93
29-May-02   NEXTEL CELL PHONE                                 183.99        5.52       91.00          183.99       172.95

            Subtotal                                         2914.03       65.38                     2914.03       819.00

            Joint
            PHONE SYSTEM                                     2857.50        0.00       20.00         2857.50         0.00
            PHONE EQUIPMENT                                   284.57        0.00       21.00          284.57         0.00
            COPIER                                           1622.67        0.00       28.00         1622.67         0.00
            FAX (S. BIRCHER)                                  292.27        0.00       40.00          292.27         0.00
            CARD SCANNER                                      249.99        0.00       43.00          249.99         0.00
            NEW PHONE SYSTEM                                 2041.51        0.00       47.00         2041.51         0.00
            PHONE SYSTEM UPGRADE                             1585.86        0.00       49.00         1585.86         0.00
            PHONE SET                                         270.63        0.00       54.00          270.63         0.00
            SOUND POINT CONFERENCE PHONE                      333.40        0.00       55.00          333.40         0.00
            42" FIVE DRAWER LATERAL FILE                      649.49        0.00       56.00          649.49         0.00
            PHONE SETS LUCENT                                1304.57        0.00       57.00         1304.57         0.00
</Table>


<PAGE>


<Table>
<S>         <C>                                             <C>          <C>         <C>            <C>          <C>
17-Sep-99   PINACOR PHONE UNIT                                448.87       13.47       59.00          448.87        (8.98)
12-Jan-01   Lowe's HEATERS                                    107.99        3.24       76.00          107.99        52.92

            Subtotal                                        12049.32       16.71                    12049.32        43.94

            Totals - Office Equipment                       89025.88     2207.60                    89025.88     45196.39

            FURNITURE AND FIXTURES (1.5%)

            SB Marketing
            2 Super Tasks SB                                  228.35        0.00        0.00          228.36         0.00
            Divider and Chair SB                              207.17        0.00        0.00          207.17         0.00
            2 Chairs SB                                       203.60        0.00        1.00          203.60         0.00
            Bookcase SB                                        90.92        0.00        2.00           90.92         0.00
            Portfolio SB                                      109.11        0.00        2.00          109.11         0.00
            Chair                                             312.84        0.00       21.00          312.84         0.00
            Desk and Chairs                                  1171.26        0.00       22.00         1171.26         0.00
            Credenza and Lateral File                         700.38        0.00       22.00          700.38         0.00
            Catalog Case SB                                    56.83        0.00       23.00           56.83         0.00
            4 Convention Chairs                               173.20        0.00       25.00          173.20         0.00
            Fan SB                                             11.69        0.18       40.00           11.69         2.40
            Ikea Furniture SB                                2539.51       38.09       49.00         2539.51       863.43
            Steve Bircher Desk Ext for Magda                  179.70        2.70       52.00          179.70        69.18
            SB Ikea Convention Chairs                         460.01        6.90       53.00          460.01       184.00
26-Dec-99   Ikea Furntiure SB                                 547.75        8.22       63.00          547.75       301.26
 4-Apr-01   Viking Black Leather Executive Chair              108.24        1.62       78.00          108.24        83.89
14-Aug-01   Ikea Furniture SB                                 722.03       10.83       82.00          722.03       602.90
29-Feb-00   72" Bookcase SB Sept/01                           184.00        2.76       64.00          184.00       103.96
27-Jan-02   Shelving (Dragon)                                 111.65        1.67       87.00          111.65       101.60

            Subtotal                                         8118.25       72.97                     8118.25      2312.62

            SB Geotech

            Debner & Co Tech Room                            3100.00       46.50       52.00         3100.00      1193.50
            Debner & Co Tech Room                            3617.64       54.26       54.00         3617.64      1501.32
            Office Max 2 Leather Chairs                       155.66        2.33       55.00          155.66        66.93
 8-Oct-99   Desk S Chamberlain) Calgary Sept/01              1095.49       16.43       60.00         1095.49       553.22
 8-Oct-99   3 Book Shelves (S Chamberlain) Calgary Sept/01    487.09        7.31       60.00          487.09       245.98
13-Nov-99   Ikea Desk Parts (S Chamberlain) Calgary Sept/01   431.86        6.48       61.00          431.86       224.57
24-Feb-00   Office Chair (S Chamberlain) Calgary Sept/01      216.49        3.25       64.00          216.49       122.32

            Subtotal                                         9104.23      136.56                     9104.23      3907.84

            SB Training Room

            Refrigerator                                      216.49        0.00       22.00          216.49         0.00
            SB Anthro Training Room Furn.                    1937.75       29.07       54.00         1937.75       804.17
            SB Anthro Training Room Furn.                    2862.44       42.94       55.00         2862.44      1230.85
            Task Chairs 18                                   1558.61       23.38       56.00         1558.61       693.58
 9-Aug-99   Marker Board (Viking)                             142.84        2.14       58.00          142.84        67.85
 5-Aug-99   Cables, PowerBar, SurgeProtectr (SB)              176.67        2.65       58.00          176.67        83.92

            Subtotal                                         6894.80      100.17                     6894.80      2880.37

            CR Consulting
</Table>

<PAGE>

<Table>
<S>         <C>                                             <C>          <C>         <C>            <C>          <C>
            File, Credenza and Chair CR                      1385.57        0.00        1.00         1385.57         0.00
            Desk                                               48.48        0.73       28.00           48.48         1.21
            Filing Cabinet                                    161.29        2.42       28.00          161.29         4.03
            Chair                                             170.81        2.56       32.00          170.81        14.52
            Shelving Unit                                     201.26        3.02       33.00          201.26        20.13
            Anthrocart Computer Table                         660.01        9.90       48.00          660.01       214.50
            Anthrocart Computer Table CR                      606.10        9.09       49.00          606.10       206.07
            Danish Inspiration Chairs CR                      775.07       11.63       49.00          775.07       263.52
            Anthrocart Computer Table                         633.85        9.51       50.00          633.85       225.02
            Modena Chair                                      248.96        3.73       51.00          248.96        92.12
            Anthrocart Table                                  598.22        8.97       52.00          598.22       230.31
            Office Mat                                        161.96        2.43       56.00          161.96        72.07
            Anthro Computer Table CR                          164.85        2.47       82.00          164.85       137.65

            Subtotal                                         5816.43       66.46                     5816.43      1481.16

            CR Geotech
 2-Mar-01   C.Ross (Ikea furniture re Galina)                 656.00        9.84       77.00          656.00       498.56

            Subtotal                                          656.00        9.84                      656.00       498.56

            Joint
            Desk                                             1014.30        0.00       21.00         1014.30         0.00
            2 Filing Cabinets                                 366.32        0.00       21.00          366.32         0.00
            Bookcase                                          399.44        0.00       21.00          399.44         0.00
            Chairs                                            606.16        0.00       21.00          606.16         0.00
            Lateral Filing Cabinet                            486.04        0.00       21.00          486.04         0.00
            Cabinet Table                                     184.01        0.00       21.00          184.01         0.00
            2 Chairs Joint                                    303.08        0.00       22.00          303.08         0.00
            Chairs                                            606.16        0.00       22.00          606.16         0.00
            Office Cart                                        65.30        0.00       22.00           65.30         0.00
            Ikea Furniture SB                                 582.39        8.74       49.00          582.39       198.01
            Debner & Co Reception                            6328.81       94.93       52.00         6328.81      2436.59
            Danish Inspiration SB 3/8/99                     1921.17       28.82       53.00         1921.17       768.47
            Danish Inspiration SB 3/9/99                      540.17        8.10       53.00          540.17       216.07
            Debner & Co Reception                             257.13        3.86       54.00          257.13       106.71
            Leather Chair Reception                           172.15        2.58       55.00          172.15        74.02
            Picture Frames                                    571.15        8.57       56.00          571.15       254.16
 5-Aug-99   FRT16CNHW LH Refrigerator                         471.48        7.07       58.00          471.48       223.95

                    Subtotal                                14875.26      162.67                    14875.26      4277.99

            Totals - Furniture&Fixtures 50%C                45464.97      548.68                    45464.97     15358.54

            COMPUTER EQUIPMENT (3%)

            SB Marketing
            Software                                          324.68        0.00       18.00          324.68         0.00
            Battery Pack                                       64.95        0.00       21.00           64.95         0.00
            Computer Attachments                              108.94        0.00       21.00          108.94         0.00
            Monitor                                           844.31        0.00       21.00          844.31         0.00
            Computer Case                                     997.66        0.00       22.00          997.66         0.00
            Winbook Lap Top                                  4652.99        0.00       22.00         4652.99         0.00
            Printer                                           353.28        0.00       26.00          353.28         0.00
            Port Replicator                                   138.60        0.00       28.00          138.60         0.00
</Table>
<PAGE>

<Table>
<S>                                                             <C>            <C>         <C>         <C>            <C>
          Memory Module Sparc10                                    476.10         0.00        28.00       476.10         0.00
          CD Rom Drive Sparc10                                     424.12         0.00        28.00       424.12         0.00
          Old Hub                                                  952.60         0.00        43.00       952.60         0.00
          Luck Computers (Upgrade)                                 391.87         0.00        47.00       391.87         0.00
          Winbook Lap Top Battery                                  338.57         0.00        50.00       338.57         0.00
          Pentium II/Monitor Cuba                                 2940.09         0.00        50.00      2940.09         0.00
          Microcenter SB Viwsonic Monitor                         1135.54         0.00        53.00      1135.54         0.00
 7-Jan-00 C Ross (Dell PC500 Cozumel) Calgary                     2092.48        62.77        63.00      2092.48       209.25
24-Feb-00 Dell PPR I/O Kit (S.Bircher)                             204.60         6.14        64.00       204.60        26.80
19-Jan-01 UBM Computers AMD CPU/ACC                                725.28        21.76        75.00       725.28       333.63
10-Jan-01 AMDV Olympus Digital Camera                             1322.90        39.69        76.00      1322.90       648.22
23-Jan-01 Microwarehouse (S.Bircher)LSR PRntr Superscript          413.42        12.40        76.00       413.42       202.58
24-Jan-0l Dell (S.Bircher) Multimedia LCD Planar Monitor          1228.64        36.86        76.00      1228.64       602.03
 5-Feb-01 Sony (S.Bircher) Series Notebook, Monitor, DVD*         4283.84       128.52        78.00      4283.84      2418.35
27-Feb-01 Dell(Chase Visa)                                        1132.30        33.97        77.00      1132.30       588.80
11-Apr-01 Sony Port Replicator(S.Bircher)                          210.48         6.31        78.00       210.48       115.76
 3-Oct-01 Dell Computer (S. Bircher)                              2108.74        63.26        84.00      2108.74      1539.38
15-Dec-0l CHASE Canon BJC-S Bubblejet Printer (SB)                 324.72         9.74        86.00       324.72       256.53
17-May-02 CHASE Sony Laptop (SB)                                  4549.37       136.48        91.00      4549.37      4276.41

          Subtotal                                               32741.07       587.90                  32741.07     11217.53

          SB Training Room

          6 Ultra1 Wrkstn (Concorde)                             16080.00       482.40        57.00     16080.00         0.00

          Subtotal                                               16080.00       482.40                  16080.00         0.00

          CR Consulting
          Compaq 166 Presario                                     3297.21         0.00        21.00      3297.21         0.00
          Solaris 2.5 System Adm. C                                170.72         0.00        30.00       170.72         0.00
          Plotter C HP750                                         6640.17         0.00        32.00      6640.17         0.00
          Battery Back-up C                                        194.16         0.00        32.00       194.16         0.00
          Modem C                                                  185.73         0.00        32.00       185.73         0.00
          Veritas SCSI Card/DLT Tape Drive C                        35.10         0.00        43.00        35.10         0.00
          Veritas Sun Sparc 10 C Mounty                          11364.09         0.00        43.00     11364.09         0.00
          Palm Pilot                                               147.63         0.00        49.00       147.63         0.00
          Vealtas Exabyte Eliant 820S SE Brave                    1569.63         0.00        49.00      1569.63         0.00
          Veritas 192MB mem for Sparc 10 Mounty                    633.26         0.00        49.00       633.26         0.00
          Veritas 18GB Segate Disk Drive Whiskey                  1634.58         0.00        49.00      1634.58         0.00
          Veritas U1300B128MB 1x300 Chief1                        9502.09         0.00        49.00      9502.09         0.00
          Veritas U-4 512 Mbytes Chief1                           1829.43         0.00        49.00      1829.43         0.00
          Veritas U-S4072 4Gb HDD/3.5% 1.44 FDD Chief1             775.07         0.00        49.00       775.07         0.00
          Veritas UC21T 21" color monitor Chief1                  1602.10         0.00        49.00      1602.10         0.00
          Veritas U HTGX 4MB VRAM Chief1                          1028.38         0.00        49.00      1028.38         0.00
          Veritas 256 Mb mem Exp for Ultra I Scout                 947.19         0.00        49.00       947.19         0.00
          Veritas Sun Ultra 2 w/monitor Chief2                    5813.03         0.00        51.00      5813.03         0.00
          Veritas Ultra Wide Dif Card/intrface Raid               1475.17         0.00        52.00      1475.17         0.00
          Veritas 5pk&single 17.8GB Disk Drives Raid              8104.13         0.00        52.00      8104.13         0.00
          Veritas Rack Mount Chassis Raid                         7145.88         0.00        52.00      7145.58         0.00
          Veritas PowerSup/32mbCache/Cabie Raid                   1368.13         0.00        52.00      1368.13         0.00
          Veritas Clary UPS DT1250 Raid-Brave                     2304.26         0.00        54.00      2304.26         0.00
          Veritas Creator 3D Graphic Card Chief2                  1643.24         0.00        54.00      1643.24         0.00
          Veritas Ultra 10 256/21" Monitor Brave                  5410.33         0.00        54.00      5410.33         0.00
 6-Aug-99 C Ross (6.4GB Laptop) Kosh                              3734.63         0.00        58.00      3734.63         0.00
16-Oct-99 C Ross (HP LJ970 printer) - Apache                       428.97        12.87        60.00       428.97         4.29
13-Dec-99 C.RossPalm V Organizer                                   308.48         9.25        62.00       308.48        21.59
10-Dec-99 P.Nielsen (5 17.2 GB disks) - RAID                      6400.00       192.00        62.00      6400.00       448.00
10-Dec-99 P.Nielsen (3Com 24 port switch) - Brave                 1200.00        36.00        62.00      1200.00        84.00
12-Dec-99 P.Nielsen(convrt Connector/cable/UPS)                    282.00         8.46        62.00       282.00        19.74
</Table>

<PAGE>

<Table>
<S>                                                                <C>        <C>          <C>          <C>            <C>
13-Dec-99 Zzyzx (U60 512MB c/w 19" monitor - Warrior                20081.33      602.44        62.00       20081.33      1405.69
13-Dec-99 Zzyzx (graphics card) - Warrior                             300.00        9.00        60.00         300.00         3.00
16-May-00 Bytek (Brave Server Mem Upgrade)                            811.87       24.36        67.00         811.87       178.61
25-May-00 C Ross (UPS for Warrior)                                    539.60       16.19        67.00         539.60       118.71
23-Jun-00 C Ross (HD, UPS & Mouse for Apache)                         556.40       16.69        68.00         556.40       139.10
13-Jul-00 Bytek Technology - Brave 73GB Mirror DiskDrive             3777.92      113.34        69.00        3777.92      1057.82
 3-Aug-00 Bytek (Ultra Wide SCSI SN01788) OCT00 - Brave               657.85       19.74        72.00         657.55       243.40
27-Oct-00 C. Ross (PC Hard Disk) Trinidad Portable 20GB               216.16        6.48        72.00         216.16        79.98
 4-Apr-01 C. Ross (Memory) - Apache                                   341.47       10.24        78.00         341.47       187.81
26-Jun-01 C. Ross Tape Drive/HD/USB - Apache                          610.00       18.30        80.00         610.00       372.10
 2-Aug-01 C. Ross Dell P4 36GB Computer Trinidad*                    3506.20      105.19        82.00        3506.20      2747.14
 2-Aug-01 C. Ross Dell P4 18GB Computer Tobago*                      1701.67       51.05        82.00        1701.67      1538.11
13-Oct-01 C. Ross CPU Upgrade/Motherboard                             610.53       18.32        84.00         610.53       445.69
15-Mar-02 C. Ross Laptop                                             4211.40      126.34        89.00        4211.40      3706.03
30-Apr-02 C. Ross DLT 8000 Dell/Nas Server                           9056.17      271.69        90.00        9056.17      8241.11
17-May-02 SMART UPS 750 XL USB                                        774.71       23.24        91.00         774.71       728.23

          Subtotal                                                 134927.77     1691.18                   134927.77     21041.94

          CR Geotech

          Ultra 1 Computer Work Center C Scout                      27506.33        0.00        29.00       27506.33         0.00
          Veritas Ultra 1 Gxtra/25" Mntr/CountryKit Scout            1375.59        0.00        54.00        1375.59         0.00

          Subtotal                                                  28881.92        0.00                    28881.92         0.00

          Joint
          S. Bircher (Re MT PC+Mem Upgrd)                            2651.25        0.00        45.00        2651.25         0.00
          S. Bircher (HP Scan Jet re MT PC)                           324.72        0.00        45.00         324.72         0.00
          CR Microcenter Prowide Printer                              733.94        0.00        53.00         733.94         0.00
29-Oct-99 T. Fountain (CD Writer)                                     245.35        7.36        60.00        245.350         2.45
28-Mar-02 T. Fountain color laser printer                            2183.33       65.50        89.00        2183.33      1921.33

          Subtotal                                                   6138.59       72.86                     6138.59      1923.78


          Totals - Computer Equipment                              218769.35     2804.35                   219769.35     34183.25

          GRAND TOTALS                                             353260.20     5560.62                   353260.20     94738.18


          SOFTWARE STRAIGHTLINE 3 YEARS)

          SB Marketing
          Software-Comp USA                                           541.23        0.00        27.00         541.23         0.00
          Adobe Pagemaker                                             698.19        0.00        30.00         698.19         0.00
11-Jan-01 Corel Draw 10                                               216.49        6.01        76.00         216.49       113.78
23-Jan-01 Microwarehouse (S. Bircher) ACTI 2000                       179.95        5.00        76.00         179.95        94.57


          Subtotal                                                   1635.86       11.01                     1635.86       208.35

          CR Consulting
          Plotting Software System Dev. C                            3804.99        0.00        39.00        3804.99         0.00
15-Sep-99 Exceed (T. Fountain 50%)                                    197.00        5.47        59.00         197.00        10.94
27-Aug-99 System Dev Montage Edit                                    3788.75      105.24        59.00        3788.75       210.49
14-Sep-99 System Dev Montage Edit/Tiff - CGM                         1014.84       28.19        59.00        1014.84        56.38
</Table>
<PAGE>

<Table>

<S>        <C>                                                <C>             <C>          <C>           <C>           <C>
23-Feb-01  Graphic Software (C. Ross)                            814.00        22.61       75.00            814.00      427.80
 5-Nov-01  Systems Dev Montage Edit/Tiff                         828.11        23.00       85.00            828.11      642.28

           Subtotal                                            10447.69       184.52                      10447.69     1347.89


           CR Geotech

           Noesys Software (M Sparlin)                           510.00        14.17       64.00            510.00       84.44
 7-Sep-01  Maestro Solo/Exceed (T Fountain for C Ross)           300.00         8.33       83.00            300.00      201.94

           Subtotal                                              810.00        22.50                        810.00      286.37

           Joint
           MS Office                                             306.70         0.00       28.00            306.70        0.00
           Solaris Software                                      255.00         0.00       28.00            255.00        0.00
           HCL Exceed                                           1047.98         0.00       30.00           1047.98        0.00
           Quickbooks Accounting                                 163.35         0.00       50.00            163.35        0.00
           Ms Office2000/Mcafee 2000                             422.15         0.00       56.00            422.15        0.00
           MS Project/WP off Voice                               671.13         0.00       56.00            671.13        0.00
13-Aug-99  UBM MSWinn98                                          276.04         0.00       58.00            276.04        0.00

           Subtotal                                             3142.35         0.00                       3142.35        0.00

           Totals - Software                                   16035.90       218.03                      16035.90     1842.61
</Table>
<PAGE>
<Table>

<S>                            <C>             <C>                    <C>            <C>
Recap:
Depreciation:
SB Marketing 71430              124026.08       2892.95                124026.08      61771.45
SR Consulting 81430             173196.15       1832.86                173196.15      23840.66
50/50 Joint                      56037.97        834.81                 56037.97       9126.08
                                ---------       -------                ---------      --------
RECAP GRAND TOTAL DEPR.         353260.20       5560.63                353260.20      94738.18

Amortization:
SB Marketing 71440                1635.86         11.01                  1635.86        208.35
SR Consulting 81430              11257.69        207.02                 11257.69       1634.26
50/50 Joint                       3142.35          0.00                  3142.35          0.00
                                ---------       -------                ---------      --------
RECAP GRAND TOTAL AMORTIZ.       16035.90        218.03                 16035.90       1842.61

Monthly allocation:            71430/71440    81430/81440

                                Marketing     Consulting     Total
Depreciation                      3373.13       2187.49                  5560.63
Amortization                        11.01        207.02                   218.04
                                ---------       -------                ---------
Totals                            3384.15       2394.52                  5778.67

Calgary                            199.34
</Table>
<PAGE>




                                   SCHEDULE B

                                 EXCLUDED ASSETS

1.       Accounts Receivable

2.       Cash and cash equivalents

3.       Marketable securities

4.       GST and value added taxes recoverable

5.       Prepaid income tax

6.       Insurance contracts



<PAGE>



                                   SCHEDULE C

                         ADDITIONAL ASSUMED LIABILITIES


Part I                     Canadian Vendor/Canadian Purchaser

                           Nil





Part II                    US Vendor/US Purchaser

                           Nil





Part III                   UK Vendor/UK Purchaser

                           Nil





Part IV                    Australian Vendor/Australian Purchaser

                           Nil



<PAGE>


                                   SCHEDULE D

                              INTELLECTUAL PROPERTY

1.       All rights to the names "Hampson-Russell", "Hampson-Russell Software",
         "Hampson-Russell Software Services" and any and all variations thereof
         owned and/or used by the Vendors and/or their Affiliates.

2.       Software License Agreement dated May 5, 1994 between Visix Software,
         Inc. and Hampson-Russell relating to Visix Galaxy Application
         Environment Software.

3.       System Development Montage Edit/Tiff Software (no contract).

4.       Landmark Graphics Corporation Software License Agreement (Agreement
         number LG122V150/849) dated May 26, 1995 and Software Maintenance and
         Support Agreement dated June 2, 1995 between Landmark Graphics
         Corporation and Hampson-Russell Software Services Ltd. relating to
         Landmark Graphics Openworks software.

5.       Software Developer License Agreement and Virtual Private Network
         addendum dated August 10, 2001 between OpenSpirit Corporation and
         Hampson-Russell Software Services Ltd. relating to OpenSpirit Software.

6.       Globetrotter Software FLEXIm Software License Agreement and extension
         agreement dated February 24, 1994 between Globetrotter Software, Inc.
         and Hampson-Russell relating to Globetrotter FLEXIm software.

7.       GeoQuest Software Sale Agreement dated March 23, 1998 between GeoQuest,
         a division of Schlumberger Technology Corporation and Hampson-Russell
         Software Services Ltd. relating to GeoFrame software.

8.       Geoshare Developer's License Agreement No. GSH-0694-157-1 dated June
         14, 1994 and Geoshare Software Support and Maintenance Agreement dated
         June 14, 1994 between GeoQuest, a division of Schlumberger Canada
         Limited and Hampson-Russell Software Services Ltd. relating to Geoshare
         Developer's Kit Software.

9.       Agreement dated January 1, 1990 between Schlumberger Technology
         Corporation and Hampson-Russell Software Services, Limited relating to
         INVEST software program.

10.      Products License Agreement between Rational Software Corporation and
         Hampson-Russell Software Services relating to Rational "Purify"
         Software.

11.      End User License Agreement between ACCPAC International, Inc. and
         Hampson-Russell relating to ACCPAC for small business series software.

12.      Electronic mail addresses in Canada, Australia and Asia used by the
         Vendors with the following structure: [first name]@hampson-russell.com.



<PAGE>
                                      -2-


13.      Electronic mail addresses in England and Wales used by the Vendors with
         the following structure: [first initial][last name]@hrs-uk.com.

14.      Electronic mail addresses in the United States used by the Vendors with
         the following structure: [first initial][last name]@hrs-us.com.

15.      The domain name and address: www.hampson-russell.com.



<PAGE>
                                      -3-



                             COPYRIGHT REGISTRATIONS



A.

REGISTRATION NO.:  492325
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Geoview (Version 2.00)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Francis Ma

B.

REGISTRATION NO.:  492317
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Pro3d (Version 2.00)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Francis Ma

C.

REGISTRATION NO.:  492318
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Strata (Version 4.10)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Arthur Lee

D.

REGISTRATION NO.:  492319
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Ismap (Version 3.00)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Arthur Lee



<PAGE>
                                      -4-



E.

REGISTRATION NO.:  492320
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Pro4d (Version 1.00)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Keith Hirsche

F.

REGISTRATION NO.:  492321
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Gli3d (Version 5.00)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Quing Li

G.

REGISTRATION NO.:  492324
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  ELog (Version 2.00)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Tanya Colwell

H.

REGISTRATION NO.:  492323
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Avo (Version 4.00)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Ambrose Fung


<PAGE>
                                      -5-


I.

REGISTRATION NO.:  492322
DATE OF REGISTRATION:  June 14, 2001
FIRST PUBLISHED:  May 17, 2001, Calgary, Alberta
TITLE:  Emerge (Version 2.20)
NATURE:  Literary (Software Program)
OWNER:  Hampson-Russell Software Services Ltd.
AUTHOR:  Dan Hampson




<PAGE>



                                   SCHEDULE E

                           MATERIAL BUSINESS LICENCES

1.       City of Calgary Business License #BL4422 issued to Hampson-Russell
         Software Services Ltd. (Canada).



<PAGE>


                                   SCHEDULE F

                   AGREEMENTS REQUIRING CONSENT FOR ASSIGNMENT

CANADIAN VENDOR - SOFTWARE AGREEMENTS

o        Software Licence Agreement dated May 25, 1997 between 1)
         Hampson-Russell Software Ltd. and 2) Abu Dhabi National Oil Company
         relating to STRATA software.

o        Software Licence and Maintenance Agreement dated January 1, 1999
         between 1) Hampson-Russell Software Ltd. and 2) Enterprise Oil plc.
         relating to AVO, STRATA, EMERGE and GLI3D software.

o        Software Licence Agreement dated June 12, 2001 between 1) Esso
         Production Malaysia Inc. (Licensee), 2) Dexcel SDN BHD (Distributor)
         and 3) Hampson-Russell Software Ltd. (Licensor) relating to EMERGE
         software.

o        Contract for Services dated April 1, 1997 between 1) Exxon Production
         Research Company and 2) Hampson-Russell Software Ltd. relating to AVO
         Analysis Workshop course and AVO software.

o        Consulting Agreement dated ____, 1999 between 1) Fletcher Challenge
         Energy Taranaki Limited and 2) Hampson-Russell Software Ltd. relating
         to STRATA, EMERGE and AVO.

o        Marketing and Service Provider Agreement dated April 1, 2002 between 1)
         GAIA Gerencia e Processamento de Dados and 2) Hampson-Russell Software
         Ltd. relating to AVO, eLOG, EMERGE, GLI3D, PRO4D, ISMap and STRATA.

o        Globetrotter Software FLEXIm Software Licence Agreement dated February
         24, 1994 between 1) Globetrotter Software, Inc. and 2) Hampson-Russell
         Software Services Ltd. relating to Globetrotter FLEXIm software.

o        Software Licence and Support Agreement dated December 1, 1990 between
         1) Nederlandse Aardolie Maatschappij B.V. and 2) Hampson-Russell
         Software Ltd. relating to AVO.

o        License and Maintenance Agreement dated October 24, 1994 between 1) Oxy
         U.S.A. Inc., 2) Occidental International Exploration and Production
         Company and 3) Hampson-Russell Software Ltd. relating to STRATA and
         AVO.

o        Maintenance and Support Agreement dated June 1, 2000 between 1) Qatar
         General Petroleum Corporation and 2) Hampson-Russell Software Services
         Ltd. relating to STRATA.




<PAGE>
                                      -2-


o        Software License and Support Agreement dated February 22, 1991 between
         1) Shell International Petroleum Maatschapp B.V and 2) Hampson-Russell
         Software Ltd. relating to GLI3D.

o        Maintenance Agreement dated May 13, 1993 between Hampson-Russell
         Software Services Ltd. and Shell Oil Company relating to maintenance of
         GLI3D.

o        Agreement dated January 1, 1990 between Schlumberger Technology
         Corporation and Hampson-Russell Software Services Ltd. relating to
         INVEST software program.

o        Purchase Order Agreement dated September 22, 1998 between 1) Vastar
         Resources Inc. and 2) Hampson-Russell Software Ltd. relating to
         qualification for revised Vastar vendor bid list.

CANADIAN VENDOR - EQUIPMENT CONTRACTS

o        Custom Pricing Program Agreement dated June 25, 1997 between Federal
         Express Canada Ltd. and Hampson-Russell Software Ltd. relating to
         pricing for FedEx automated courier system.

o        Internetworking Services Agreement dated August 28, 2001 between Telus
         Communications Inc. and Hampson-Russell Software Ltd. relating to the
         provision of internetworking services.

CANADIAN VENDOR - REAL PROPERTY LEASE AGREEMENTS

o        Lease Agreement dated August 14, 2001 between Tillyard Management Inc.
         for HDL Investments Inc. and Hampson-Russell Software Services Ltd.
         (Canadian Vendor) relating to office space.

U.S. VENDOR - SOFTWARE AGREEMENTS

o        NIL

U.S. VENDOR - EQUIPMENT CONTRACTS

o        NIL

U.S. VENDOR - REAL PROPERTY LEASE AGREEMENTS

o        Lease Agreement dated September 18, 1998 (amended May 3, 1999) between
         SynerMark Westchase Ltd. and Hampson-Russell Software Services (U.S.)
         Inc. relating to office space.

U.K. VENDOR - SOFTWARE AGREEMENTS

o        NIL





<PAGE>
                                      -3-


U.K. VENDOR - EQUIPMENT CONTRACTS

o        NIL

U.K. VENDOR - REAL PROPERTY LEASE AGREEMENTS

o        Lease Agreement dated March 30, 1998 between Eagle Star Life Assurance
         Company Limited and Hampson-Russell Software Services Ltd. (U.K.
         Vendor) relating to office space.

AUSTRALIAN VENDOR - SOFTWARE AGREEMENTS

o        NIL

AUSTRALIAN VENDOR - EQUIPMENT CONTRACTS

o        NIL

AUSTRALIAN VENDOR - REAL PROPERTY LEASE AGREEMENTS

o        NIL



<PAGE>


                                   SCHEDULE G

                          BUSINESS FINANCIAL STATEMENTS





<PAGE>

                     Hampson-Russell Software Services Ltd.
                         YTD Consolidated Balance Sheet
                              As of March 31, 2002
<Table>
<Caption>
                                                       CALGARY        CALGARY        HOUSTON      SE ASIA       LONDON
                                                         CAD            USD            USD          USD           USD
<S>         <C>                                     <C>             <C>            <C>           <C>          <C>
ASSETS                                                                    1.5895                   1.427808

 CURRENT ASSETS
10-200-0    Hongkong Bank                              395,403.75     248,759.83          0.00     4,781.64     25,974.45
10-250-0    Rekening Koran Bank                                             0.00                   1,630.11
10-300-0    Rekening Koran Bank (Rup)                                       0.00                     253.20
10-300-0    HongKong Savings Bank                                           0.00                                 8,461.22
10-300-0    Royal Bank (Visa)                           52,377.08      32,951.92          0.00
10-300-0    Petty Cash                                                      0.00          6.59
10-600-0    Petty Cash                                                      0.00                   1,000.00
10-400-0    Columbia Bank                               52,608.51      33,097.52          0.00
10-500-0    National Bank of Canada (M/C)               70,543.09      44,380.68          0.00
10-500-0    Wells Fargo Bank                                                0.00     17,872.03
10-700-0    Petty Cash Rupiah                                               0.00                   1,793.58
11-100-0    Term Deposit/Bond-AETNA                            --           0.00     22,971.50
11-200-0    Money Market Fund                          250,337.01     157,494.19
12-100-0    Accounts Receivable -- Trade             1,962,848.40   1,234,884.18     61,570.00     6,720.00     79,605.41
12-125-0    Allowance for Doubtful Accounts                    --           0.00
12-150-0    Accounts Receivable -- Other                39,566.00      24,892.10      2,858.97     1,200.00
12-160-0    Accounts Receivable SE Asia                 80,292.21      50,514.13
12-200-0    Accrued Interest Receivable                        --           0.00
12-300-0    VAT on Purchases                                                0.00                                 4,730.30
12-300-0    GST Recoverable                                                 0.00
12-400-0    Deposits                                                        0.00      2,811.00
12-450-0    Organizational Costs                                            0.00        584.13
12-500-0    Prepaids                                   127,986.81      80,520.17     31,235.52    10,655.34     58,591.76
12-550-0    Prepaid FIT                                                     0.00     91,580.00
12-550-0    Inventory                                          --           0.00
            TOTAL CURRENT ASSETS                     3,031,962.86   1,907,494.72    231,489.74    28,033.87    177,363.14

 PROPERTY, PLANT & EQUIPMENT
22-100-0    Office Equipment                            87,981.74      55,351.83     88,841.89     5,327.62     83,894.20
22-110-0    Furniture and Fixtures                             --           0.00     45,464.97
22-200-0    Computer Equipment                         242,545.77     152,592.49    204,389.10    20,810.76    321,542.66
22-300-0    Software                                    84,675.17      53,271.58     16,035.90
22-400-0    Leasehold Improvements                      36,211.66      22,781.79                                14,354.50
23-505-0    Accumulated Amortization -- Software               --           0.00    (15,466.45)
23-100-0    Accumulated Depreciation -- Office         (43,588.03)    (27,422.48)  (245,608.98)  (11,872.37)  (326,000.59)
23-200-0    Accumulated Depreciation -- Computer       (92,088.38)    (57,935.44)
23-300-0    Accumulated Depreciation -- Software       (24,134.94)    (15,183.98)
23-400-0    Accumulated Amortization -- Leaseholds     (21,175.67)    (13,322.22)
            TOTAL PROPERTY, PLANT & EQUIP.             270,427.32     170,133.57     93,656.43    14,266.01     98,790.77

LONG TERM ASSETS
12-600-0    Investments -- U.K. Company                879,447.89     553,285.87
12-650-0    Due from U.K. Company                     (506,833.02)   (318,863.18)
12-700-0    Investments -- U.S. Company              1,625,087.05   1,022,388.83
12-750-0    Due from U.S. Company                   (1,247,010.26)   (784,529.89)
12-800-0    Investments -- Hong Kong                   220,598.66     138,784.94
12-850-0    Due from Hong Kong                        (246,322.12)   (154,968.30)
12-870-0    Investments -- S.E. Asia                    86,097.21      54,166.22

<Caption>
                                                                     PERTH          ELIMINATION      CONSOLIDATED
                                                                      USD             ENTRIES            USD
<S>         <C>
ASSETS                                                              0.534539

 CURRENT ASSETS
10-200-0    Hongkong Bank                                          43,474.81                          322,990.74
10-250-0    Rekening Koran Bank                                                                         1,630.11
10-300-0    Rekening Koran Bank (Rup)                                                                     253.20
10-300-0    HongKong Savings Bank                                                                       8,461.22
10-300-0    Royal Bank (Visa)                                                                          32,951.92
10-300-0    Petty Cash                                                                                      6.59
10-600-0    Petty Cash                                                                                  1,000.00
10-400-0    Columbia Bank                                                                              33,097.52
10-500-0    National Bank of Canada (M/C)                                                              44,380.68
10-500-0    Wells Fargo Bank                                                                           17,872.03
10-700-0    Petty Cash Rupiah                                                                           1,793.58
11-100-0    Term Deposit/Bond-AETNA                                                                    22,971.50
11-200-0    Money Market Fund                                                                         157,494.19
12-100-0    Accounts Receivable -- Trade                           41,516.88                        1,424,296.46
12-125-0    Allowance for Doubtful Accounts                                                                 0.00
12-150-0    Accounts Receivable -- Other                                                               28,951.07
12-160-0    Accounts Receivable SE Asia                                            (28,374.08)         22,140.05
12-200-0    Accrued Interest Receivable                                                                     0.00
12-300-0    VAT on Purchases                                                                            4,730.30
12-300-0    GST Recoverable                                            66.57                               66.57
12-400-0    Deposits                                                                                    2,811.00
12-450-0    Organizational Costs                                                                          584.13
12-500-0    Prepaids                                                                                  181,002.79
12-550-0    Prepaid FIT                                                                                91,580.00
12-550-0    Inventory                                                                                       0.00
            TOTAL CURRENT ASSETS                                   85,058.26       (28,374.08)      2,401,065.65

 PROPERTY, PLANT & EQUIPMENT
22-100-0    Office Equipment                                                                          233,415.54
22-110-0    Furniture and Fixtures                                                                     45,464.97
22-200-0    Computer Equipment                                                                        699,335.02
22-300-0    Software                                                   60.38                           69,367.86
22-400-0    Leasehold Improvements                                                                     37,136.29
23-505-0    Accumulated Amortization -- Software                                                      (15,466.45)
23-100-0    Accumulated Depreciation -- Office                        (60.38)                        (610,964.80)
23-200-0    Accumulated Depreciation -- Computer                                                      (57,935.44)
23-300-0    Accumulated Depreciation -- Software                                                      (15,183.98)
23-400-0    Accumulated Amortization -- Leaseholds                                                    (13,322.22)
            TOTAL PROPERTY, PLANT & EQUIP.                                --                          371,846.78

LONG TERM ASSETS
12-600-0    Investments -- U.K. Company                                           (553,285.87)             (0.00)
12-650-0    Due from U.K. Company                                                  318,863.18               0.00
12-700-0    Investments -- U.S. Company                                         (1,022,388.83)              0.00
12-750-0    Due from U.S. Company                                                  784,529.89               0.00
12-800-0    Investments -- Hong Kong                                              (138,784.94)             (0.00)
12-850-0    Due from Hong Kong                                                     154,968.30              (0.00)
12-870-0    Investments -- S.E. Asia                                               (54,166.22)              0.00
</Table>
<PAGE>
                     Hampson-Russell Software Services Ltd.
                         YTD Consolidated Balance Sheet
                              As of March 31, 2002

<Table>
<Caption>
                                                     CALGARY               CALGARY             HOUSTON             SE ASIA
                                                     CAD                   USD                 USD                 USD

<S>            <C>                                   <C>                   <C>                 <C>                 <C>
ASSETS                                                                           1.5895
12-880-0       Due from S.E. Asia                      (45,100.60)           (28,374.08)
12-900-0       Investments - Australia Co               74,030.58             46,574.76
12-950-0       Due from Australia Co                    33,852.47             21,297.56
               TOTAL LONG TERM ASSETS                  873,847.86            548,762.73

  OTHER ASSETS
25-000-0       Deferred Income Taxes                    19,876.00             12,504.56
               TOTAL OTHER ASSETS                       19,876.00             12,504.56
                                                     ------------          ------------        ------------        ----------
               TOTAL ASSETS                          4,196,114.04          2,639,895.58         325,146.17         42,299.88
                                                     ============          ============        ============        ==========

LIABILITIES
  CURRENT LIABILITIES
30-100-0       Bank Loan                                       --
31-100-0       Accounts Payable - Trade                 12,343.08              7,765.39          20,294.56
31-700-0       Accrued Expenses                                --                  0.00            (249.13)
31-101-0       Accrued Liabilities                      35,000.00             22,019.50                 --
31-150-0       Accounts Payable - Other                 71,725.66             45,124.67                 --                --
31-300-0       Employee Deductions Payable                     --                  0.00
31-400-0       Payroll Taxes Payable                           --                  0.00
31-400-0       Payroll Clearing                                --                  0.00
31-600-0       Canada Savings Bonds                            --                  0.00
31-650-0       United Way Contributions                        --                  0.00
31-650-0       VAT on Sales                                                        0.00
31-650-0       GST on Sales                                                        0.00
31-700-0       Group Pension Plan                              --                  0.00
31-300-0       Employee Bonuses Payable                                            0.00          10,701.31          1,233.84
31-900-0       Employee Bonuses Payable                211,354.49            132,969.17
32-100-0       Accrued Vacation Pay                                                0.00
32-300-0       Accrued U.S. Exchange                           --                  0.00
33-100-0       Deferred Revenue                      1,814,269.45          1,141,408.90           3,660.00
31-600-0       Corporate Tax Payable                                               0.00          27,460.00
34-100-0       Income Taxes Payable                    180,385.75            113,485.84
34-101-0       Australian Withholding Tax                      --                  0.00
34-400-0       GST Recoverable                         (36,816.39)           (23,162.25)
34-401-0       GST Payable                              15,813.16              9,948.51
41-600-0       Due to/from PTG                                                                                     (1,369.66)
               TOTAL CURRENT LIABILITIES             2,304,075.20          1,449,558.73          61,867.40           (135.82)

  LONG-TERM LIABILITIES

41-200-0       Due to/from Parent
41-300-0       Due to/from Parent                                                              (785,077.89)
41-400-0       Due to/from parent
41-500-0       Due to/from HRS                                                                                      5,031.36

               TOTAL LONG-TERM LIABILITIES                     --                    --        (785,077.89)         5,031.36
</Table>

<Table>
<Caption>
                                                     LONDON                PERTH               ELIMINATION         CONSOLIDATED
                                                     USD                   USD                 ENTRIES             USD
<S>            <C>                                   <C>                   <C>                 <C>                 <C>

                                                      (318,863.29)         85,297.55           1,077,812.27        2,785,417.00
ASSETS                                                   1.427808           0.534539
12-880-0       Due from S.E. Asia                                                                 28,374.08                0.00
12-900-0       Investments - Australia Co                                                        (46,574.76)              (0.00)
12-950-0       Due from Australia Co                                                             (21,297.56)              (0.00)
               TOTAL LONG TERM ASSETS                                                           (549,762.73)               0.00

  OTHER ASSETS
25-00-0        Deferred Income Taxes                                                                                  12,504.56
               TOTAL OTHER ASSETS                                                                        --           12,504.56
                                                      -----------          ---------           ------------        ------------
               TOTAL ASSETS                            271,153.90          85,058.26            (578,136.81)       2,785,417.00
                                                      ===========          =========           ============        ============

LIABILITIES
  CURRENT LIABILITIES
30-100-0       Bank Loan                                       --                                                          0.00
31-100-0       Accounts Payable - Trade                 12,290.04             131.74                                  40,481.73
31-700-0       Accrued Expenses                             61.88                                                       (187.25)
31-101-0       Accrued Liabilities                                                                                    22,019.50
31-150-0       Accounts Payable - Other                                                                               45,124.67
31-300-0       Employee Deductions Payable                                                                                 0.00
31-400-0       Payroll Taxes Payable                    14,495.78                                                     14,495.78
31-400-0       Payroll Clearing                                                                                            0.00
31-600-0       Canada Savings Bonds                                                                                        0.00
31-650-0       United Way Contributions                                                                                    0.00
31-650-0       VAT on Sales                                249.8                                                         249.87
31-650-0       GST on Sales                                                                                                0.00
31-700-0       Group Pension Plan                       18,454.52              6,433.41                                    0.00
31-300-0       Employee Bonuses Payable                                                                               36,823.08
31-900-0       Employee Bonuses Payable                                                                              132,969.17
32-100-0       Accrued Vacation Pay                                                                                        0.00
32-300-0       Accrued U.S. Exchange                     5,503.84                                                          0.00
33-100-0       Deferred Revenue                         10,418.71              9,829.92                            1,150,572.75
31-600-0       Corporate Tax Payable                                                                                  47,709.29
34-100-0       Income Taxes Payable                                                                                  113,485.84
34-101-0       Australian Withholding Tax                                                                                  0.00
34-400-0       GST Recoverable                                                                                       (23,162.25)
34-401-0       GST Payable                                                                                             9,948.51
41-600-0       Due to/from PTG                                                                                        (1,369.66)
               TOTAL CURRENT LIABILITIES                61,474.64             16,395.07                  --        1,589,161.03

  LONG-TERM LIABILITIES

41-200-0       Due to/from Parent                     (318,863.29)                               318,863.29               (0.00)
41-300-0       Due to/from Parent                                                                785,077.89                0.00
41-400-0       Due to/from parent                                             21,297.55          (21,297.55)               0.00
41-500-0       Due to/from HRS                                                                    (5,031.36)               0.00

               TOTAL LONG-TERM LIABILITIES            (318,863.29)            21,297.55        1,077,612.27)              (0.00)
</Table>
<PAGE>
                     Hampson-Russell Software Service Ltd.
                         YTD Consolidated Balance Sheet
                              As of March 31, 2002

<Table>
<Caption>
                                                        CALGARY         CALGARY           HOUSTON        SE ASIA
                                                          CAD             USD               USD            USD
<S>           <C>                                     <C>             <C>               <C>            <C>
ASSETS                                                                      1.5895
              TOTAL LIABILITIES                       2,304,075.20    1,449.559.73      (723,210.49)     4,895.54
                                                      ------------    ------------     ------------    ----------
CAPITAL
47-100-0      Dividends                                (400,000.00)    (251,651.56)
48-100-0      Share Capital - Class A                    19,825.00       12,472.48         1,000.00
48-101-0      Share Capital - Class B                     5,279.13        3,321.25
49-100-0      Retained Earnings (Beginning)             269,608.57      169,618.48       716,537.74    (18,357.66)
00-690-0      Retained/Current Earnings               1,997,326.14    1,256,575.11       330,818.92     55,762.00
                                                      ------------    ------------     ------------    ----------
              TOTAL CAPITAL                           1,892,038.84    1,190,335.85     1,048,356.66     37,404.34
                                                      ------------    ------------     ------------    ----------
              TOTAL CAPITAL & LIABILITIES             4,196,114.04    2,639,895.58       325,146.17     42,299.88
                                                      ============    ============     ============    ==========

<Caption>

                                                        LONDON        PERTH         ELIMINATION     CONSOLIDATED
                                                          USD          USD            ENTRIES           USD
<S>           <C>                                     <C>            <C>          <C>               <C>
ASSETS                                                   1.427808     0.534539
              TOTAL LIABILITIES                       (257,388.65)   37,692.62     1,077,612.27     1,589,161.03
                                                      -----------    ---------    -------------     ------------
CAPITAL
47-100-0      Dividends                                                                              (251,651.46)
48-100-0      Share Capital - Class A                   14,278.08                    (15,278.08)       12,472.48
48-101-0      Share Capital - Class B                                                                   3,321.25
49-100-0      Retained Earnings (Beginning)            386,715.53    29,890.22    (1,114,180.13)      170,224.18
00-690-0      Retained/Current Earnings                127,548.95    17,475.42      (526,290.87)    1,261,889.52
                                                      -----------    ---------    -------------     ------------
              TOTAL CAPITAL                            528,542.55    47,365.64    (1,655,749.08)    1,196,255.97
                                                      -----------    ---------    -------------     ------------
              TOTAL CAPITAL & LIABILITIES              271,153.90    85,058.26      (578,136.81)    2,785,417.00
                                                      ===========    =========    =============     ============
</Table>
<PAGE>
                     Hampson-Russell Software Services Ltd.
                             Consolidated Statement
                             Ending March 31, 2002

<Table>
<Caption>
                                                      P      S      C            ALL SUBS                   PARENT
                                                                              --------------          ------------------
ACCT NO.    ACCOUNT NAME                            PARENT  SUB  COMBINED     CAD        USD          CAD            USD
--------    ------------                            ------  ---  --------     ---        ---          ---            ---
                                                                                       0.629129                    0.629129
<S>         <C>                                     <C>     <C>  <C>      <C>         <C>         <C>            <C>

REVENUE
INCOME FROM OPERATIONS
51-100-0    Rev - AVO Sales                                          C                        --    923,482.47     580,989.60
51-110-0    Rev - AVO Lease                                          C                        --    249,075.38     156,700.54
51-150-0    Rev - PRO4D Sales                                        C                        --            --             --
51-160-0    Rev - PRO4D Lease                                        C                        --            --             --
51-200-0    Rev - GLI3D Sales                                        C                        --    154,683.84      97,316.09
51-210-0    Rev - GLI3D Lease                                        C                        --     28,822.50      18,133.07
51-250-0    Rev - eLOG Sales                                         C                        --     16,875.00      10,616.55
51-260-0    Rev - eLOG Lease                                         C                        --            --             --
51-300-0    Rev - INVEST Sales                                       C                        --            --             --
51-310-0    Rev - INVEST Lease                                       C                        --            --             --
51-350-0    Rev - EMERGE Sales                                       C                        --    714,722.25     449,652.49
51-360-0    Rev - EMERGE Lease                                       C                        --    174,999.50     110,097.26
51-400-0    Rev - STRATA Sales                                       C                        --    731,400.95     460,145.55
51-410-0    Rev - STRATA Lease                                       C                        --    138,390.04      87,065.19
51-500-0    Rev - ISMAP Sales                                        C                        --     82,800.00      52,091.88
51-510-0    Rev - ISMAP Lease                                        C                        --     19,734.10      12,415.29
51-712-0    Rev - PRO4D Sales                                        C                               70,081.78      44,090.48
51-714-0    Rev - PRO4D Lease                                        C                               11,125.00       6,999.06
51-722-0    Rev - PROMC Sales                                        C                                                     --
51-724-0    Rev - PROMC Leases                                       C                              142,916.69      89,913.03
                                                                          ----------  ----------  ------------   ------------
            SOFTWARE SALES                                                        --          --  3,459,109.50   2,176,226.10

51-120-0    Rev - AVO Maintenance                                    C                        --    889,425.61     559,563.44
51-170-0    Rev - PRO4D Maintenance                                  C                        --            --             --
51-220-0    Rev - GLI3D Maintenance                                  C                        --    167,984.38     105,683.85
51-270-0    Rev - eLOG Maintenance                                   C                        --        881.25         554.42
51-320-0    Rev - INVEST Maintenance                                 C                        --      1,458.00         917.27
51-370-0    Rev - EMERGE Maintenance                                 C                        --    318,366.82     200,293.80
51-420-0    Rev - STRATA Maintenance                                 C                        --    646,554.36     406,766.10
51-520-0    Rev - ISMAP Maintenance                                  C                        --     66,127.78      41,602.90
51-716-0    Rev - PRO4D Maintenance                                  C                               79,797.01      50,202.61
51-726-0    Rev - PROMC Maintenance                                  C                                                     --
                                                                          ----------  ----------  ------------   ------------
            MAINTENANCE                                                           --          --  2,170,595.21   1,365,584.39


51-700-0    Rev - Consulting, Testing, Sundry         P                                       --     27,180.29      17,099.91
51-710-0    Rev - Research Geophysical Consulting     P                                              42,519.65      26,750.34
51-718-0    Rev - Consulting Geoscientist             P                                             185,635.00     116,788.36
51-720-0    Rev - Special Projects                    P                                                                    --
51-750-0    Other GeoServ Marketing Services                 S                                --                           --
51-760-0    GeoService Revenue frm SoftwareMrkt              S                    --          --                           --
51-900-0    Geoscience Service Revenues                      S            809,181.11  509,079.30                           --
51-900-1    Consulting Revenue - IRSC                        S                    --          --                           --
51-900-2    Consulting Revenue Contract                                                                                    --
51-950-0    Geoscience Technical Support Serv                                                 --                           --
                                                                          ----------  ----------  ------------   ------------
            GEOSCIENCE/SERVICES                                           809,181.11  509,079.30    255,334.94     160,638.62

51-600-0    Rev - Training                                   S            240,600.55  151,368.78            --             --
51-800-0    Training                                  P                                       --     67,022.66      42,165.90
                                                                          ----------  ----------  ------------   ------------
            TRAINING                                                      240,600.55  151,368.78     67,022.66      42,165.90


91-000-0    Interest Income                                          C      1,057.72      665.44     16,584.67      10,433.90
51-650-0    Rev - Sundry                                     S                175.23      110.24            --             --
80-251-0    USD Exchange                              P                                             397,381.31     250,004.11
80-252-0    GBP Exchange                              P                                             (26,447.44)    (16,638.85)

<Caption>


                                                     ACCUMULATED    ELIMINATION    CONSOLIDATED
ACCT NO.    ACCOUNT NAME                                 USD          ENTRIES          USD
--------    ------------                             -----------    -----------    ------------

<S>         <C>                                     <C>            <C>            <C>

REVENUE
INCOME FROM OPERATIONS
51-100-0    Rev - AVO Sales                           580,989.60                    580,989.60
51-110-0    Rev - AVO Lease                           156,700.54                    156,700.54
51-150-0    Rev - PRO4D Sales                                 --                            --
51-160-0    Rev - PRO4D Lease                                 --                            --
51-200-0    Rev - GLI3D Sales                          97,316.09                     97,316.09
51-210-0    Rev - GLI3D Lease                          18,133.07                     18,133.07
51-250-0    Rev - eLOG Sales                           10,616.55                     10,616.55
51-260-0    Rev - eLOG Lease                                  --                            --
51-300-0    Rev - INVEST Sales                                --                            --
51-310-0    Rev - INVEST Lease                                --                            --
51-350-0    Rev - EMERGE Sales                        449,652.49                    449,652.49
51-360-0    Rev - EMERGE Lease                        110,097.26                    110,097.26
51-400-0    Rev - STRATA Sales                        460,145.55                    460,145.55
51-410-0    Rev - STRATA Lease                         87,065.19                     87,065.19
51-500-0    Rev - ISMAP Sales                          52,091.88                     52,091.88
51-510-0    Rev - ISMAP Lease                          12,415.29                     12,415.29
51-712-0    Rev - PRO4D Sales                          44,090.48                     44,090.48
51-714-0    Rev - PRO4D Lease                           6,999.06                      6,999.06
51-722-0    Rev - PROMC Sales                                 --                            --
51-724-0    Rev - PROMC Leases                         89,913.03                     89,913.03
                                                    ------------   ------------   ------------
            SOFTWARE SALES                          2,176,226.10             --   2,176,226.10

51-120-0    Rev - AVO Maintenance                     559,563.44                    559,563.44
51-170-0    Rev - PRO4D Maintenance                           --                            --
51-220-0    Rev - GLI3D Maintenance                   105,683.85                    105,683.85
51-270-0    Rev - eLOG Maintenance                        554.42                        554.42
51-320-0    Rev - INVEST Maintenance                      917.27                        917.27
51-370-0    Rev - EMERGE Maintenance                  200,293.80                    200,293.80
51-420-0    Rev - STRATA Maintenance                  406,766.10                    406,766.10
51-520-0    Rev - ISMAP Maintenance                    41,602.90                     41,602.90
51-716-0    Rev - PRO4D Maintenance                    50,202.61                     50,202.61
51-726-0    Rev - PROMC Maintenance                           --                            --
                                                    ------------   ------------   ------------
            MAINTENANCE                             1,365,584.39             --   1,365,584.39


51-700-0    Rev - Consulting, Testing, Sundry          17,099.91                     17,099.91
51-710-0    Rev - Research Geophysical Consulting      26,750.34                     26,750.34
51-718-0    Rev - Consulting Geoscientist             116,788.36                    116,788.36
51-720-0    Rev - Special Projects                            --                            --
51-750-0    Other GeoServ Marketing Services                  --                            --
51-760-0    GeoService Revenue frm SoftwareMrkt               --                            --
51-900-0    Geoscience Service Revenues               509,079.30                    509,079.30
51-900-1    Consulting Revenue - IRSC                         --                            --
51-900-2    Consulting Revenue Contract                       --
51-950-0    Geoscience Technical Support Serv                 --                            --
                                                    ------------   ------------   ------------
            GEOSCIENCE/SERVICES                       669,717.92             --     669,717.92

51-600-0    Rev - Training                            151,368.78                    151,368.78
51-800-0    Training                                   42,165.90     (18,324.86)     23,841.04
                                                    ------------   ------------   ------------
            TRAINING                                  193,534.68     (18,324.86)    175,209.82


91-000-0    Interest Income                            11,099.34                     11,099.34
51-650-0    Rev - Sundry                                  110.24                        110.24
80-251-0    USD Exchange                              250,004.11         253.36     250,257.47
80-252-0    GBP Exchange                              (16,638.85)                   (16,638.85)
</Table>



<PAGE>
                     Hampson-Russell Software Services Ltd.
                             Consolidated Statement
                             Ending March 31, 2002



<Table>
<Caption>
ACCT NO.             ACCOUNT NAME                 P       S       C                 ALL SUBS                     PARENT
--------             ------------                                         --------------------------   ----------------------------
                                                PARENT   SUB   COMBINED        CAD            USD           CAD            USD
                                                ------   ---   --------   ------------    ----------   ------------    ------------
<S>            <C>                              <C>      <C>   <C>        <C>             <C>          <C>             <C>
80-253-0       HKD Exchange                       P                                                              --              --
80-254-0       AUD Exchange                       P                                                        1,321.63          831.48
                                                                          ------------    ----------   ------------    ------------
               OTHER                                                          1,232.95        775.68     388,840.17      244,630.63

                                                                          ------------    ----------   ------------    ------------
               TOTAL INCOME FROM OPERATIONS                               1,051,014.61    661,223.77   6,340,902.48    3,989,245.64

COST OF SALES
WORKSHOP/TRAINING COSTS
71-101-0       Direct Costs - Training                    S                  73,830.17     46,448.70
71-800-0       Workshops/Training Expenses        P                                                       43,620.22       27,442.75
                                                                          ------------    ----------   ------------    ------------
               WORKSHOP/TRAINING COSTS                                       73,830.17     46,448.70      43,620.22       27,442.75

PROGRAMMING SALARIES AND BENEFITS
70-100-0       Benefits                           P                                                      144,865.86       91,139.31
71-050-0       Customer Support                   P                                                      102,609.24       64,554.45
71-100-0       AVO Salaries                       P                                                      138,681.67       87,248.66
71-200-0       GLI3D Salaries                     P                                                       42,945.00       27,017.94
71-250-0       eLOG Salaries                      P                                                      125,759.92       79,119.21
71-300-0       INVEST Salaries                    P                                                              --              --
71-350-0       EMERGE Salaries                    P                                                       42,622.56       26,815.09
71-400-0       STRATA Salaries                    P                                                       92,785.00       58,373.73
71-460-0       ISMAP Salaries                     P                                                       38,334.82       24,117.55
71-540-0       System Administration              P                                                       32,000.00       20,132.13
71-700-0       Consulting Expense                 P                                                      196,838.60      123,836.87
77-260-0       PRO4D Salaries                     P                                                      106,902.16       67,255.25
77-262-0       PRO4D Benefits                     P                                                        5,992.20        3,769.87
77-263-0       PRO4D Employer Payroll Exp         P                                                          749.13          471.30
77-500-0       PROMC Salaries                     P                                                      121,471.23       76,421.07
77-502-0       PROMC Benefits                     P                                                       18,247.99       11,480.34
77-504-0       PROMC Employer Expenses            P                                                        4,114.72        2,588.69
                                                                                                       ------------    ------------
               TOTAL PROGRAMMING SALARIES                                                              1,214,920.10      764,341.47

PROGRAMMING INSTALLATION AND MAINTENANCE
71-120-0       AVO Maintenance                    P                                                              --              --
71-130-0       AVO Delivery                       P                                                        1,826.66        1,149.20
71-220-0       GLI3D Maintenance                  P                                                              --              --
71-230-0       GLI3D Delivery                     P                                                          898.01          564.96
71-270-0       eLOG Maintenance                   P                                                              --              --
71-280-0       eLOG Delivery                      P                                                           79.40           49.95
71-330-0       INVEST Maintenance                 P                                                              --              --
71-370-0       EMERGE Maintenance                 P                                                              --              --
71-380-0       EMERGE Delivery                    P                                                        1,301.66          818.91
71-420-0       STRATA Maintenance                 P                                                              --              --
71-430-0       STRATA Delivery                    P                                                        1,780.37        1,120.08
71-480-0       ISMAP Maintenance                  P                                                              --              --
71-490-0       ISMAP Delivery                     P                                                          257.22          161.82
71-500-0       Programming Hardware Expense       P                                                       12,648.51        7,957.54
71-510-0       Programming Software Expense       P                                                       42,817.14       26,937.50
71-520-0       Programming Dues & Fees            P                                                        1,327.56          835.21
71-530-0       Programming Training Expense       P                                                        8,601.61        5,411.52
77-264-0       PRO4D Staff Training               P                                                        1,234.76          776.82
77-265-0       PRO4D Installation                 P                                                              --              --
77-270-0       PRO4D Maintenance                  P                                                              --              --
77-275-0       PRO4D Delivery                     P                                                          590.33          371.39
77-280-0       PRO4D Travel                       P                                                        2,141.30        1,347.15
77-282-0       PRO4D Computer/Office Supplies     P                                                          775.35          487.80

<Caption>
ACCT NO.             ACCOUNT NAME
--------             ------------             ACCUMULATED       ELIMINATION        CONSOLIDATED
                                                  USD             ENTRIES              USD
                                              ------------      -----------        ------------
<S>            <C>                            <C>                <C>               <C>
80-253-0       HKD Exchange                             --                                   --
80-254-0       AUD Exchange                         831.48                               831.48
                                              ------------       ----------        ------------
               OTHER                            245,406.31           253.36          245,659.67

                                              ------------       ----------        ------------
               TOTAL INCOME FROM OPERATIONS   4,650,469.41       (18,071.50)       4,632,397.91

COST OF SALES
WORKSHOP/TRAINING COSTS
71-101-0       Direct Costs - Training           46,448.70                            46,448.70
71-800-0       Workshops/Training Expenses       27,442.75         1,636.24           29,078.99
                                              ------------       ----------        ------------
               WORKSHOP/TRAINING COSTS           73,891.45         1,636.24           75,527.69

PROGRAMMING SALARIES AND BENEFITS
70-100-0       Benefits                          91,139.31       (21,754.37)          69,384.94
71-050-0       Customer Support                  64,554.45                            64,544.45
71-100-0       AVO Salaries                      87,248.66                            87,248.66
71-200-0       GLI3D Salaries                    27,017.94                            27,017.94
71-250-0       eLOG Salaries                     79,119.21                            79,119.21
71-300-0       INVEST Salaries                          --                                   --
71-350-0       EMERGE Salaries                   26,815.09                            26,815.09
71-400-0       STRATA Salaries                   58,373.73                            58,373.73
71-460-0       ISMAP Salaries                    24,117.55                            24,117.55
71-540-0       System Administration             20,132.13                            20,132.13
71-700-0       Consulting Expense               123,836.87       (63,203.94)          60,632.94
77-260-0       PRO4D Salaries                    67,255.25                            67,255.25
77-262-0       PRO4D Benefits                     3,769.87        (2,555.97)           1,213.89
77-263-0       PRO4D Employer Payroll Exp           471.30                               471.30
77-500-0       PROMC Salaries                    76,421.07                            76,421.07
77-502-0       PROMC Benefits                    11,480.34        (7,788.09)           3,692.24
77-504-0       PROMC Employer Expenses            2,588.69                             2,588.69
                                              ------------       ----------        ------------
               TOTAL PROGRAMMING SALARIES       764,341.47       (95,302.38)         669,039.09

PROGRAMMING INSTALLATION AND MAINTENANCE
71-120-0       AVO Maintenance                          --                                   --
71-130-0       AVO Delivery                       1,149.20                             1,149.20
71-220-0       GLI3D Maintenance                        --                                   --
71-230-0       GLI3D Delivery                       564.96                               564.96
71-270-0       eLOG Maintenance                         --                                   --
71-280-0       eLOG Delivery                         49.95                                49.95
71-330-0       INVEST Maintenance                       --                                   --
71-370-0       EMERGE Maintenance                       --                                   --
71-380-0       EMERGE Delivery                      818.91                               818.91
71-420-0       STRATA Maintenance                       --                                   --
71-430-0       STRATA Delivery                    1,120.08                             1,120.08
71-480-0       ISMAP Maintenance                        --                                   --
71-490-0       ISMAP Delivery                       161.82                               161.82
71-500-0       Programming Hardware Expense       7,957.54          (264.09)           7,693.45
71-510-0       Programming Software Expense      26,937.50          (851.85)          26,085.85
71-520-0       Programming Dues & Fees              835.21          (333.38)             501.83
71-530-0       Programming Training Expense       5,411.52          (211.66)           5,199.86
77-264-0       PRO4D Staff Training                 776.82               --              776.82
77-265-0       PRO4D Installation                       --               --                  --
77-270-0       PRO4D Maintenance                        --               --                  --
77-275-0       PRO4D Delivery                       371.39               --              371.39
77-280-0       PRO4D Travel                       1,347.15               --            1,347.15
77-282-0       PRO4D Computer/Office Supplies       487.80               --              487.80
</Table>
<PAGE>
                     Hampson-Russell Software Services Ltd.
                             Consolidated Statement
                             Ending March 31, 2002

<Table>
<Caption>
ACCT NO.             ACCOUNT NAME                   P      S      C                 ALL SUBS                     PARENT
--------             ------------                 ------  ---  --------   --------------------------   ----------------------------
                                                  PARENT  SUB  COMBINED        CAD            USD           CAD            USD
                                                  ------  ---  --------   ------------    ----------   ------------    ------------
<S>            <C>                                <C>     <C>  <C>        <C>             <C>          <C>             <C>
77-505-0      PROMC Maintenance                     P                                                      5,634.86        3,545.05
77-510-0      PROMC Delivery                        P                                                        140.87           88.63
77-520-0      PROMC Travel                          P                                                     21,292.68       13,395.84
77-530-0      PROMC Computer/Office Supplies        P                                                      1,009.40          635.04
                                                                                                       ------------    ------------
              TOTAL INSTALLATION AND MAINTENANCE                                                         104,357.69       65,654.45

ADVERTISING AND PROMOTION
75-100-0      Advertising                           P                                                     90,119.69       56,696.91
75-110-0      Client Functions                      P                                                            --              --
75-120-0      Consulting Fees                       P                                                            --              --
75-125-0      General Convention Costs              P                                                     34,157.92       21,489.74
75-125-1      Booth Costs                           P                                                     63,630.90       40,032.04
75-125-2      Delegate Costs                        P                                                    134,321.01       84,505.24
75-130-0      Delivery                              P                                                     14,071.92        8,853.05
75-140-0      Dues & Fees                           P                                                            --              --
75-150-0      Entertainment                         P                                                      1,045.45          657.72
75-200-0      Presentations                         P                                                     44,382.89       27,922.56
75-225-0      Salaries                              P                                                            --              --
75-250-0      Training                              P                                                            --              --
75-300-0      Travel                                P                                                     59,628.39       37,513.95
                                                                                                       ------------    ------------
              ADVERTISING AND PROMOTION                                                                  441,358.17      277,671.22

MARKETING FEES
75-400-0      U.K. Company Expenses                 P                                                    606,529.74      381,585.45
75-500-0      U.S. Company Expenses                 P                                                  1,061,152.97      667,602.11
75-600-0      Hong Kong Expenses                    P                                                            --              --
75-650-0      S.E. Asia Expenses                    P                                                    247,977.25      156,009.68
75-700-0      Australia Company Expenses            P                                                            --              --
                                                                                                       ------------    ------------
              MARKETING FEES                                                                           1,915,659.96    1,205,197.23

RESEARCH GEOSCIENCE
77-100-0      Promotion                             P                                                        498.24          313.46
77-120-0      Direct Costs - Consulting             P                                                      8,831.50        5,556.15
77-125-0      Client Functions                      P                                                      2,737.67        1,722.35
77-130-0      Delivery                              P                                                        133.35           83.89
77-140-0      Dues & Fees                           P                                                        614.80          386.79
77-150-0      Entertainment                         P                                                        547.87          344.68
77-225-0      Salaries                              P                                                     64,672.25       40,687.19
77-226-0      Benefits                              P                                                      4,464.35        2,808.65
77-227-0      Employer Payroll                      P                                                            --              --
77-250-0      Staff Training                        P                                                        180.05          113.27
77-285-0      Consulting Tel/Intrnt                                                                          210.34          132.33
77-300-0      Travel                                                                                       8,163.29        5,135.76
77-350-0      Consulting Computer/Office Supplies                                                          4,397.64        2,766.68
77-400-0      Consulting Geoscientist Salary                                                              72,000.00       45,297.29
                                                                                                       ------------    ------------
              PARENT CONSULTING EXPENSES            P      C                                             167,451.35      105,348.50

SPECIAL PROJECTS
78-XXX-0                                            P                                                            --              --
                                                                            ----------    ----------   ------------    ------------
TOTAL COST OF SALES                                                          73,830.17     46,448.70   3,887,367.49    2,445,655.62

                                                                            ----------    ----------   ------------    ------------
OPERATING PROFIT (LOSS)                                                     977,184.44    614,775.07   2,453,534.99    1,543,590.01

GENERAL AND ADMINISTRATIVE EXPENSES
PARENT CO.
ADVERTISING AND PROMOTION

<Caption>
ACCT NO.             ACCOUNT NAME
--------             ------------                 ACCUMULATED      ELIMINATION        CONSOLIDATED
                                                      USD            ENTRIES              USD
                                                  ------------    --------------      ------------
<S>            <C>                                <C>             <C>               <C>
77-505-0      PROMC Maintenance                       3,545.05        (3,416.81)             128.25
77-510-0      PROMC Delivery                             88.63          (350.07)            (261.45)
77-520-0      PROMC Travel                           13,395.84        (5,192.38)           8,203.46
77-530-0      PROMC Computer/Office Supplies            635.04          (242.21)             392.83
                                                  ------------    -------------        ------------
              TOTAL INSTALLATION AND MAINTENANCE     65,654.45       (10,862.45)          54,792.00

ADVERTISING AND PROMOTION
75-100-0      Advertising                            56,696.91        13,146.08           69,843.00
75-110-0      Client Functions                              --                                   --
75-120-0      Consulting Fees                               --                                   --
75-125-0      General Convention Costs               21,489.74       (12,939.54)           8,550.20
75-125-1      Booth Costs                            40,032.04       (30,879.53)           9,152.51
75-125-2      Delegate Costs                         84,505.24       (57,587.76)          26,917.49
75-130-0      Delivery                                8,853.05        (1,126.55)           7,726.50
75-140-0      Dues & Fees                                   --               --                  --
75-150-0      Entertainment                             657.72                               657.72
75-200-0      Presentations                          27,922.56           592.84           28,515.40
75-225-0      Salaries                                      --                                   --
75-250-0      Training                                      --                                   --
75-300-0      Travel                                 37,513.95       (27,071.32)          10,442.63
                                                  ------------    -------------        ------------
              ADVERTISING AND PROMOTION             277,671.22      (115,865.77)         161,805.45

MARKETING FEES
75-400-0      U.K. Company Expenses                 381,585.45      (381,585.45)                 --
75-500-0      U.S. Company Expenses                 667,602.11      (667,602.11)                 --
75-600-0      Hong Kong Expenses                            --               --                  --
75-650-0      S.E. Asia Expenses                    156,009.68      (156,009.68)                 --
75-700-0      Australia Company Expenses                    --               --                  --
                                                  ------------    -------------        ------------
              MARKETING FEES                      1,205,197.23    (1,205,197.23)                 --

RESEARCH GEOSCIENCE
77-100-0      Promotion                                 313.46                               313.46
77-120-0      Direct Costs - Consulting              55,556.15        (5,512.74)              43.41
77-125-0      Client Functions                        1,722.35                             1,722.35
77-130-0      Delivery                                   83.89                                83.89
77-140-0      Dues & Fees                               386.79                               386.79
77-150-0      Entertainment                             344.68                               344.68
77-225-0      Salaries                               40,687.19                            40,687.19
77-226-0      Benefits                                2,808.65                             2,808.65
77-227-0      Employer Payroll                              --                                   --
77-250-0      Staff Training                            113.27                               113.27
77-285-0      Consulting Tel/Intrnt                     132.33                               132.33
77-300-0      Travel                                  5,135.76           (52.03)           5,083.73
77-350-0      Consulting Computer/Office Supplies     2,766.68                             2,766.68
77-400-0      Consulting Geoscientist Salary         45,297.29                            45,297.29
                                                  ------------    -------------        ------------
              PARENT CONSULTING EXPENSES            105,348.50        (5,564.77)          99,783.73

SPECIAL PROJECTS
78-XXX-0                                                                                         --
                                                  ------------    -------------        ------------
TOTAL COST OF SALES                               2,492,104.32    (1,431,156.36)       1,060,947.96

                                                  ------------    -------------        ------------
OPERATING PROFIT (LOSS)                           2,158,365.08     1,413,084.86        3,571,449.95

GENERAL AND ADMINISTRATIVE EXPENSES
PARENT CO.
ADVERTISING AND PROMOTION
</Table>
<PAGE>
                     Hampson-Russell Software Service Ltd.
                             Consolidated Statement
                             Ending March 31, 2002

<Table>
<Caption>
                                                                                        ALL SUBS
                                                         P       S       C      --------------------------
ACCT NO.      ACCOUNT NAME                             Parent   Sub   Combined     CAD             USD
--------      ------------                             ------   ---   --------  ----------      ----------
<S>           <C>                                      <C>      <C>   <C>       <C>             <C>
80-100-0      Advertising                                P
80-125-0      Client functions                           P
80-170-0      Dues & fees                                P
80-180-0      Donations                                  P
80-375-0      Staff functions                            P
                                                                                ----------      ----------
              ADVERTISING AND PROMOTION                                                 --              --
SALARIES AND BENEFITS                                    P
80-370-0      Salaries                                   P
90-700-0      Programming bonus                          P
90-800-0      Marketing Bonus                            P
90-810-0      Geoscience Group Bonus                     P
90-815-0      Geoscience Consultant Bonus                P
90-900-0      Management Bonus                           P
                                                                                ----------      ----------
              SALARIES AND BENEFITS                                                     --              --
DEPRECIATION/AMORTIZATION                                P
80-175-0      Depreciation                               P
80-176-0      Amortization                               P
                                                                                ----------      ----------
              DEPRECIATION/AMORTIZATION                                                 --              --
OFFICE EXPENSES                                          P
80-350-0      Office expenses                            P
80-351-0      Office Reference Material                  P
80-355-0      Postage                                    P
80-500-00     Software expense                           P
                                                                                ----------      ----------
              OFFICE EXPENSES                                                           --              --
OTHER                                                    P
80-150-0      Delivery                                   P
80-160-0      Director's Fees                            P
80-190-0      Equipment Rental                           P
80-200-0      Insurance                                  P
80-250-0      Service and Bank Charges                   P
80-300-0      Legal and Accounting                       P
80-325-0      Management fees                            P
80-360-0      Rent Expense                               P
80-385-0      Taxes - Business                           P
80-400-0      Telephone                                  P
80-450-0      Travel                                     P
80-475-0      Training                                   P
94-000-0      Bad Debt Expense                           P
                                                                                ----------      ----------
              TOTAL OTHER EXPENSES                                                      --              --
                                                                                ----------      ----------
TOTAL PARENT CO. GENERAL EXPENSE                                                        --              --

SUBSIDIARIES - SOFTWARE MARKETING & TRAINING
71-100-0      Gross Salaries                                     S              391,228.65      246,133.29
71-105-0      Benefits                                           S               42,657.15       26,836.85
71-110-0      Payroll Tax Expense                                S               41,776.15       26,282.59
71-120-0      Housing Costs                                      S               15,463.24        9,728.38
71-120-0      Pension Costs                                      S                4,187.32
71-130-0      Other Staff/Contract Labour Expenses               S                  643.02          404.54
71-150-0      Staff Functions                                    S                3,581.57        2,253.27
71-205-0      Travel, Accom. & Food                              S               48,920.38       30,777.23
71-206-0      Entertainment                                      S                3,733.88        2,349.09
71-207-0      Car Mileage                                        S               11,209.32        7,052.11
71-220-0      Marketing Expenses                                 S               15,974.61       10,050.09
71-230-0      General Exhibitions & Conferences                  S               14,525.78        9,138.59
71-230-1      Booth Costs                                        S               59,761.76       37,597.85
71-230-2      Delegate Costs                                     S               96,000.10       60,396.45

<Caption>

                                                                 PARENT
                                                      ----------------------------      ACCUMULATED     ELIMINATION    CONSOLIDATED
ACCT NO.      ACCOUNT NAME                                CAD               USD             USD           ENTRIES           USD
--------      ------------                            ------------      ----------      -----------     -----------    ------------
<S>           <C>                                     <C>               <C>             <C>             <C>            <C>
80-100-0      Advertising                                 7,663.44        4,821.29        4,821.29             --          4,821.29
80-125-0      Client functions                                  --              --              --             --                --
80-170-0      Dues & fees                                 1,355.29          852.65          852.65             --            852.65
80-180-0      Donations                                  43,080.14       27,102.97       27,102.97                        27,102.97
80-375-0      Staff functions                             9,388.63        5,906.66        5,906.66             --          5,906.66
                                                      ------------      ----------      ----------      ---------        ----------
              ADVERTISING AND PROMOTION                  61,487.50       38,683.57       38,683.57             --         38,683.57
SALARIES AND BENEFITS
80-370-0      Salaries                                  288,344.50      181,405.80      181,405.80                       181,405.80
90-700-0      Programming bonus                         587,664.76      369,716.94      369,716.94                       369,716.94
90-800-0      Marketing Bonus                             4,612.59        2,901.91        2,901.91                         2,901.91
90-810-0      Geoscience Group Bonus                     70,116.00       44,112.01       44,112.01                        44,112.01
90-815-0      Geoscience Consultant Bonus                20,244.88       12,736.64       12,736.64                        12,736.64
90-900-0      Management Bonus                          384,952.60      242,184.84      242,184.84                       242,184.84
                                                      ------------    ------------    ------------     ----------      ------------
              SALARIES AND BENEFITS                   1,355,935.33      853,058.24      853,058.24             --        853,058.24
DEPRECIATION/AMORTIZATION
80-175-0      Depreciation                               91,652.32       57,661.13       57,661.13                        57,661.13
80-176-0      Amortization                                4,020.88        2,529.65        2,529.65                         2,529.65
                                                      ------------    ------------    ------------     ----------      ------------
              DEPRECIATION/AMORTIZATION                  95,673.20       60,190.78       60,190.78             --         60,190.78
OFFICE EXPENSES
80-350-0      Office expenses                            21,158.57       13,311.47       13,311.47        (252.49)        13,058.98
80-351-0      Office Reference Material                   8,935.25        5,621.42        5,621.42             --          5,621.42
80-355-0      Postage                                     2,499.52        1,572.52        1,572.52                         1,572.52
80-500-00     Software expense                              880.52          553.96          553.96                           553.96
                                                      ------------    ------------    ------------     ----------      ------------
              OFFICE EXPENSES                            33,473.86       21,059.38       21,059.38        (252.49)        20,806.89
OTHER
80-150-0      Delivery                                    5,915.99        3,721.92        3,721.92         (69.05)         3,652.87
80-160-0      Director's Fees                             1,600.00        1,006.61        1,006.61                         1,006.61
80-190-0      Equipment Rental                            7,629.66        4,800.04        4,800.04                         4,800.04
80-200-0      Insurance                                  12,524.44        7,879.49        7,879.49                         7,879.49
80-250-0      Service and Bank Charges                   14,144.00        8,898.40        8,898.40                         8,898.40
80-300-0      Legal and Accounting                        6,259.60        3,938.10        3,938.10         314.56          4,252.66
80-325-0      Management fees                                   --              --              --                               --
80-360-0      Rent Expense                              154,522.08       97,214.32       97,214.32                        97,214.32
80-385-0      Taxes - Business                            5,313.61        3,342.95        3,342.95                         3,342.95
80-400-0      Telephone                                  22,232.04       13,986.82       13,986.82      (5,155.33)         8,831.49
80-450-0      Travel                                     51,746.64       32,555.31       32,555.31      (5,320.75)        27,234.56
80-475-0      Training                                    4,417.67        2,779.28        2,779.28                         2,779.28
94-000-0      Bad Debt Expense                                  --              --              --                               --
                                                      ------------    ------------    ------------     ----------      ------------
              TOTAL OTHER EXPENSES                      286,305.73      180,123.24      180,123.24     (10,230.56)       169,892.68
                                                      ------------    ------------    ------------     ----------      ------------
TOTAL PARENT CO. GENERAL EXPENSE                      1,832,875.62    1,153,115.21    1,153,115.21     (10,483.05)     1,142,632.16

SUBSIDIARIES - SOFTWARE MARKETING & TRAINING
71-100-0      Gross Salaries                                                            246,133.29                       246,133.29
71-105-0      Benefits                                                                   26,836.85                        26,836.85
71-110-0      Payroll Tax Expense                                                        26,282.59                        26,282.59
71-120-0      Housing Costs                                                               9,728.38                         9,728.38
71-120-0      Pension Costs
71-130-0      Other Staff/Contract Labour Expenses                                          404.54                           404.54
71-150-0      Staff Functions                                                             2,253.27                         2,253.27
71-205-0      Travel, Accom. & Food                                                      30,777.23                        30,777.23
71-206-0      Entertainment                                                               2,349.09                         2,349.09
71-207-0      Car Mileage                                                                 7,052.11                         7,052.11
71-220-0      Marketing Expenses                                                         10,050.09                        10,050.09
71-230-0      General Exhibitions & Conferences                                           9,138.59                         9,138.59
71-230-1      Booth Costs                                                                37,597.85                        37,597.85
71-230-2      Delegate Costs                                                             60,396.45                        60,396.45
</Table>
<PAGE>
                     Hampson-Russell Software Services Ltd.
                             Consolidated Statement
                             Ending March 31, 2002

<Table>
<Caption>
ACCT NO.       ACCOUNT NAME                                                              ALL SUBS
--------       ------------                               P     S      C       ---------------------------
                                                       PARENT  SUB  COMBINED        CAD            USD
                                                       ------  ---  --------   ------------   ------------
<S>            <C>                                     <C>     <C>  <C>        <C>            <C>
71-250-0       Donations                                        S                  9,537.00       6,000.00
71-300-0       Office Rental & Services                         S                 65,112.26      40,964.01
71-302-0       Property Tax                                     S                  7,444.36       4,683.47
71-310-0       Stationary/Office Supplies                       S                 13,515.51       8,503.00
71-320-0       Communications/Telephone                         S                 51,376.56      32,322.49
71-330-0       Postage/Delivery/Couriers                        S                 21,122.23      13,288.61
71-335-0       Computer/Software Expenses                       S                  6,666.37       4,194.01
71-340-0       Insurance Expenses                               S                  2,959.03       1,861.61
71-400-0       Staff Training Expenses                          S                  5,914.20       3,720.79
71-410-0       Customer Support/Maintenance Expenses            S                        --             --
71-420-0       Accounting & Legal                               S                  1,847.13       1,162.08
71-430-0       Depreciation                                     S                 84,159.20      52,946.99
71-440-0       Amortization                                     S                    403.32         253.74
71-460-0       Interest and Bank Charges                        S                  3,489.37       2,195.26
71-470-0       Professional Dues & Publications                 S                  2,598.80       1,634.98
71-550-0       Geotechnician expenses                           S                 85,857.64      54,015.53
71-640-0       Equipment Rental                                 S                  1,792.84       1,127.93
71-700-0       Office Reference Material                        S                  1,261.45         793.62
                                                                               ------------   ------------
               SUBSIDIARY MARKETING EXPENSES                    S              1,114,720.20     698,668.44

SUBSIDIARIES - GEOSCIENCE SERVICES

81-100-0       Salaries                                         S                353,529.96     222,415.95
81-101-0       Direct Costs - Consulting                        S                 54,603.51      34,352.65
81-105-0       Benefits                                         S                 47,189.35      29,688.19
81-110-0       Payroll Tax Expense                              S                 35,358.42      22,245.01
81-120-0       Pension Contributions                            S                  3,903.54
81-130-0       Other Staff Expenses                             S                    643.02         404.54
81-150-0       Staff Functions                                  S                  3,680.27       2,315.36
81-205-0       Travel, Accomo. & Food                           S                 56,311.76      35,427.36
81-206-0       Entertainment                                    S                  2,261.91       1,423.03
81-207-0       Car Mileage                                      S                    670.07         421.56
81-220-0       Marketing Expenses                               S                  8,696.74       5,471.37
81-230-0       Exhibitions & Conferences                        S                  7,159.63       4,504.33
81-230-1       Booth Costs                                      S                 42,944.40      27,017.57
81-230-2       Delegate Costs                                   S                 31,314.19      19,700.66
81-250-0       Donations                                        S                        --             --
81-300-0       Office Rent & Services                           S                 48,160.27      30,299.02
81-302-0       Property Tax                                     S                  7,444.36       4,683.47
81-310-0       Office Supplies                                  S                 13,372.12       8,412.79
81-320-0       Communications/Telephone                         S                 28,143.37      17,705.81
81-330-0       Postage/Delivery/Couriers                        S                  8,944.05       5,626.96
81-335-0       Computer/Software Expenses                       S                 19,210.05      12,085.60
81-340-0       Insurance Expense                                S                  2,958.94       1,861.55
81-400-0       Staff Training Expenses                          S                  3,983.02       2,505.83
81-420-0       Accounting & Legal                               S                  1,605.67       1,010.17
81-430-0       Depreciation                                     S                 62,860.42      39,547.31
81-440-0       Amortization                                     S                  2,772.74       1,744.41
81-460-0       Interest and Bank Charges                        S                  1,553.80         977.54
81-470-0       Professional Dues & Publications                 S                  1,718.36       1,081.07
               Equipment Rental                                 S                  1,792.83       1,127.92
81-700-0       Office Reference Material                        S                  1,097.67         690.57
                                                                               ------------   ------------
               SUBSIDIARY CONSULTING EXPENSES                                    853,884.42     534,747.62

                                                                               ------------   ------------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                                      1,968,604.62   1,233,416.06

                                                                               ------------   ------------
INCOME (LOSS) BEFORE BONUS                                                      (991,420.18)   (618,641.00)

<Caption>
ACCT NO.       ACCOUNT NAME                                      PARENT
--------       ------------                            ---------------------------    ACCUMULATED   ELIMINATION    CONSOLIDATED
                                                            CAD           USD             USD         ENTRIES           USD
                                                       ------------   ------------   ------------   ------------   ------------
<S>            <C>                                     <C>            <C>            <C>            <C>            <C>
71-250-0       Donations                                                                 6,000.00                      6,000.00
71-300-0       Office Rental & Services                                                 40,964.01                     40,964.01
71-302-0       Property Tax                                                              4,683.47                      4,683.47
71-310-0       Stationary/Office Supplies                                                8,503.00                      8,503.00
71-320-0       Communications/Telephone                                                 32,322.49                     32,322.49
71-330-0       Postage/Delivery/Couriers                                                13,288.61                     13,288.61
71-335-0       Computer/Software Expenses                                                4,194.01                      4,194.01
71-340-0       Insurance Expenses                                                        1,861.61                      1,861.61
71-400-0       Staff Training Expenses                                                   3,720.79                      3,720.79
71-410-0       Customer Support/Maintenance Expenses                                           --                            --
71-420-0       Accounting & Legal                                                        1,162.08                      1,162.08
71-430-0       Depreciation                                                             52,946.99                     52,946.99
71-440-0       Amortization                                                                253.74                        253.74
71-460-0       Interest and Bank Charges                                                 2,195.26                      2,195.26
71-470-0       Professional Dues & Publications                                          1,634.98                      1,634.98
71-550-0       Geotechnician expenses                                                   54,015.53                     54,015.53
71-640-0       Equipment Rental                                                          1,127.93                      1,127.93
71-700-0       Office Reference Material                                                   793.62                        793.62
                                                       ------------   ------------   ------------   ------------   ------------
               SUBSIDIARY MARKETING EXPENSES                     --             --     698,668.44             --     698,668.44

SUBSIDIARIES - GEOSCIENCE SERVICES

81-100-0       Salaries                                                                222,415.95                    222,415.95
81-101-0       Direct Costs - Consulting                                                34,352.65                     34,352.65
81-105-0       Benefits                                                                 29,688.19                     29,688.19
81-110-0       Payroll Tax Expense                                                      22,245.01                     22,245.01
81-120-0       Pension Contributions
81-130-0       Other Staff Expenses                                                        404.54                        404.54
81-150-0       Staff Functions                                                           2,315.36                      2,315.36
81-205-0       Travel, Accomo. & Food                                                   35,427.36                     35,427.36
81-206-0       Entertainment                                                             1,423.03                      1,423.03
81-207-0       Car Mileage                                                                 421.56                        421.56
81-220-0       Marketing Expenses                                                        5,471.37                      5,471.37
81-230-0       Exhibitions & Conferences                                                 4,504.33                      4,504.33
81-230-1       Booth Costs                                                              27,017.57                     27,017.57
81-230-2       Delegate Costs                                                           19,700.66                     19,700.66
81-250-0       Donations                                                                       --                            --
81-300-0       Office Rent & Services                                                   30,299.02                     30,299.02
81-302-0       Property Tax                                                              4,683.47                      4,683.47
81-310-0       Office Supplies                                                           8,412.79                      8,412.79
81-320-0       Communications/Telephone                                                 17,705.81                     17,705.81
81-330-0       Postage/Delivery/Couriers                                                 5,626.96                      5,626.96
81-335-0       Computer/Software Expenses                                               12,085.60                     12,085.60
81-340-0       Insurance Expense                                                         1,861.55                      1,861.55
81-400-0       Staff Training Expenses                                                   2,505.83                      2,505.83
81-420-0       Accounting & Legal                                                        1,010.17                      1,010.17
81-430-0       Depreciation                                                             39,547.31                     39,547.31
81-440-0       Amortization                                                              1,744.41                      1,744.41
81-460-0       Interest and Bank Charges                                                   977.54                        977.54
81-470-0       Professional Dues & Publications                                          1,081.07                      1,081.07
               Equipment Rental                                                          1,127.92                      1,127.92
81-700-0       Office Reference Material                                                   690.57                        690.57
                                                       ------------   ------------   ------------   ------------   ------------
               SUBSIDIARY CONSULTING EXPENSES                    --             --     534,747.62             --     534,747.62

                                                       ------------   ------------   ------------   ------------   ------------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES              1,832,875.62   1,153,115.21   2,386,531.27     (10,483.05)  2,376,048.22

                                                       ------------   ------------   ------------   ------------   ------------
INCOME (LOSS) BEFORE BONUS                               620,659.37     390,474.81    (228,166.19)  1,423,567.91   1,195,401.73
</Table>


<PAGE>
                     Hampson-Russell Software Services Ltd.
                             Consolidated Statement
                             Ending March 31, 2002

<Table>
<Caption>
ACCT NO.       ACCOUNT NAME                                                              ALL SUBS
--------       ------------                               P     S      C       ---------------------------
                                                       PARENT  SUB  COMBINED        CAD            USD
                                                       ------  ---  --------   ------------   ------------
<S>            <C>                                     <C>     <C>  <C>        <C>            <C>
BONUSES
90-100-0       Bonus Payable                                    S                335,187.14     210,875.95
                                                                               ------------   ------------
               TOTAL BONUSES                                                     335,187.14     210,875.95

                                                                               ------------   ------------
OPERATING INCOME (LOSS)                                                       (1,326,607.32)   (829,516.95)

OTHER EXPENSES
94-000-0       Bad Debt Expense
94-100-0       Loss on Disposal
                                                                               ------------   ------------
               TOTAL OTHER EXPENSES                                                      --             --

NET INCOME FROM SUBSIDIARIES (EQUITY METHOD)
96-100-0       Income/loss from UK Subsidiary             P
96-200-0       Income/loss from USA Subsidiary            P
96-300-0       Income/loss from Asia Subsidiary           P
96-350-0       Income/loss from SE Asia                   P
96-400-0       Income/loss from Australia Subsidiary      P
                                                                               ------------   ------------
                                                                                         --             --
CORPORATE TAXES
91-100-0       Income Tax Expense                                       C         99,262.12      62,448.68
                                                                               ------------   ------------
               TOTAL CORPORATE TAXES                                              99,262.12      62,448.68

                                                                               ------------   ------------
NET INCOME (LOSS)                                                             (1,425,869.44)   (891,965.62)

                                                                              (1,425,869.44)

<Caption>
ACCT NO.       ACCOUNT NAME                                      PARENT
--------       ------------                            ---------------------------    ACCUMULATED    ELIMINATION    CONSOLIDATED
                                                            CAD           USD             USD           ENTRIES            USD
                                                       ------------   ------------   ------------   ------------   ------------
<S>            <C>                                     <C>            <C>            <C>            <C>            <C>
BONUSES
90-100-0       Bonus Payable                                     --             --     210,875.95                    210,875.95
                                                       ------------   ------------   ------------   ------------   ------------
               TOTAL BONUSES                                     --             --     210,875.95             --     210,875.95

                                                       ------------   ------------   ------------   ------------   ------------
OPERATING INCOME (LOSS)                                  620,659.37     390,474,81    (439,042.14)  1,423,567.91     984,525.78

OTHER EXPENSES
94-000-0       Bad Debt Expense                                                                                              --
94-100-0       Loss on Disposal                                                                                              --
                                                       ------------   ------------   ------------   ------------   ------------
               TOTAL OTHER EXPENSES                              --             --             --             --             --

NET INCOME FROM SUBSIDIARIES (EQUITY METHOD)
96-100-0       Income/loss from UK Subsidiary            203,677.95     128,139.71     128,139.71    (128,139.71)         (0.00)
96-200-0       Income/loss from USA Subsidiary           520,748.77     327,618.15     327,618.15    (327,618.15)          0.00
96-300-0       Income/loss from Asia Subsidiary                  --             --             --             --             --
96-350-0       Income/loss from SE Asia                   86,097.21      54,166.25      54,166.25     (54,166.25)          0.00
96-400-0       Income/loss from Australia Subsidiary      26,014.95      16,366.76      16,366.76     (16,366.76)         (0.00)
                                                       ------------   ------------   ------------   ------------   ------------
                                                         836,538.88     526,290.87     526,290.87    (526,290.87)         (0.00)
CORPORATE TAXES
91-100-0       Income Tax Expense                        248,263.75     156,189.92     218,638.60                    218,638.60
                                                       ------------   ------------   ------------   ------------   ------------
               TOTAL CORPORATE TAXES                     248,263.75     156,189.92     218,638.60             --     218,638.60


                                                       ------------   ------------   ------------   ------------   ------------
NET INCOME (LOSS)                                      1,208,934.50     760,575.75    (131,389.87)    897,277.04    765,,887.18
</Table>

<PAGE>
                                   SCHEDULE H

                                 LEASED PREMISES

<Table>
<S>      <C>
1.       Hampson-Russell Software Services Ltd., Calgary, Alberta
         Lease Agreement:  dated August 14, 2001 between the Lessor and the Canadian Vendor.
         Lessor:  Tillyard Management Inc. for HDL Investments Inc.
         Lease Space:  10,220 Square Feet
         Lease Expiry: August 31, 2007

2.       Hampson-Russell Software Services (U.S.) Inc., Houston, TX
         Lease Agreement:  dated September 18, 1998 and May 3, 1999 for additional space between the Lessor and
         the US Vendor.
         Lessor:  SynerMark Westchase Ltd.
         Lease Space:  3553 Square Feet
         Lease Expiry:  October 31, 2003

3.       Hampson-Russell Software Services Ltd., London, U.K.
         Lease Agreement:  dated March 30, 1998 between the Lessor and the UK Vendor.
         Lessor:  Eagle Star Life Assurance Company Limited
         Lease Space:  1338 Square Feet
         Lease Expiry:  March 29, 2003
</Table>


<PAGE>




                                   SCHEDULE I

                                    EMPLOYEES




<Table>
<Caption>
                  EMPLOYEE NAME                       START DATE                     EMPLOYEE TITLE
<S>                                                   <C>               <C>
SE ASIA
Martin Brewer                                          16-Apr-00              General Manager - S.E. Asia
Alexandra Soraya                                       16-Oct-01                       Secretary
(note: paid in Indonesian Rupiah)

LONDON
John Coffin                                            01-Oct-93                 General Manager - EAME
Karen Woodward                                         01-Oct-93                     Office Support
Elizabeth Hipgrave                                     01-Sep-95                   Office Coordinator
Adrian Smith                                           22-Jul-96              Senior Projects Geophysicist
Rebecca Goffey                                         01-Dec-97              Senior Projects Geophysicist
Helen Clark                                            17-Aug-98                  Marketing Specialist
Marian Taylor                                          31-Jan-01                    Office Assistant
Paul East                                              01-Apr-02             Software Support Geophysicist
Joan Austin                                            14-Apr-02                        Cleaner

HOUSTON
Steve Bircher                                          15-Apr-96         General Manager USA & Latin Operations
Christopher Ross                                       23-Mar-98          Geoscient Project Manager, Americas
Galina Weber                                           01-Apr-99                Geotechnical Specialist
Rosemary Palacios                                      16-Dec-00                    Office Assistant
Amanda Dragon                                          22-Jan-01                  Marketing Assistant

CALGARY
Dan Hampson                                            01-Aug-87                       President
Brian Russell                                          01-Aug-87                     Vice President
Elaine Russell                                         01-Aug-87                     Office Support
Arthur Lee                                             01-Apr-89              Software Development Manager
Francis Ma                                             01-Aug-90             Senior Geophysical Programmer
Kim Andersen                                           01-Aug-87             Senior Geophysical Programmer
Nic Martini                                            18-Jan-88             Senior Applications Programmer
Claude Ribordy                                         15-Feb-94          Geophysical Applications Programmer
John Yang                                              15-Jun-93             Senior Applications Programmer
Mingming Liu                                           01-Nov-96          Geophysical Applications Programmer
Tanya Colwell                                          29-Sep-97          Geophysical Applications Programmer
Ambrose Fung                                           18-Jan-99                Applications Programmer
William Tong                                           13-Dec-00          System Support Administrator/Progrmr
Grace Ng                                               16-Nov-01          Intermediate Application Programmer
John Meyer                                             26-Nov-01                Applications Programmer
</Table>


<PAGE>
                                      -2-



<Table>
<Caption>
                  EMPLOYEE NAME                       START DATE                     EMPLOYEE TITLE
<S>                                                   <C>               <C>
Stephan Ackerman                                       03-Dec-01                Applications Programmer

Ann Martinez                                           01-Jul-96                  Corporate Accountant
Martha Spadafora (part-time)                           01-Dec-97                  Accounting Assistant
Bonnie Leung                                           18-Jan-01                Administrative Assistant
Jenny Popovich                                         22-Jan-01                Administrative Assistant
Shaundra Mason                                         29-Apr-02                  Accounting Assistant

Keith Hirsche                                          10-Dec-98              Senior Research Geoscientist
Jan Porter-Hirsche (part-time)                         10-Dec-98                  Project Geoscientist
Scott Jamieson subcontracting                          19-Jun-00             Senior Consulting Geophysicist
Kevin Gerlitz                                          11-Feb-02                  Support Geoscientist

Other US-based Employees
Janusz Peron                                           22-Nov-99              Senior Research Geoscientist
Anna Wrobel (Casual)                                   28-Mar-02            Research Geoscientist Assistant
Tom Fountain                                           18-Jun-90               Technical Support Manager
Sue Downie                                             01-Nov-00              Senior Research Geoscientist
Sylvia Chamberlain                                     01-Sep-01             Technical Support Geophysicist

SUBCONTRACTING
Todor Todorov                                          20-May-97              Special Project Geophysicist
Qing Li                                                01-Jun-97           Geophysical Programmer Consultant
</Table>




<PAGE>


                                   SCHEDULE J

                      FORM OF VENDORS' SOLICITORS' OPINION


August 21, 2002


Hampson-Russell Limited Partnership
Veritas Geophysical Corporation
Veritas DGC Ltd. (an Alberta corporation)
Veritas DGC Australia Pty Limited
Veritas DGC Ltd. (an English and Wales corporation)
(collectively, the "PURCHASERS" or "YOU")

Dear Sirs:

SUBJECT:          SALE OF ASSETS OF HAMPSON-RUSSELL SOFTWARE SERVICES LTD. TO
                  HAMPSON-RUSSELL LIMITED PARTNERSHIP

                  We act as counsel to Hampson-Russell Software Services Ltd.
(an Alberta corporation) (the "CANADIAN VENDOR") with respect to the sale of all
or substantially all of the assets of the Canadian Vendor to Hampson-Russell
Limited Partnership (the "CANADIAN PURCHASER") pursuant to an asset sale
agreement dated August 15, 2002 among Veritas DGC Inc., the Canadian Purchaser,
Veritas Geophysical Corporation, Veritas DGC Ltd., Veritas DGC Australia Pty
Limited, the Canadian Vendor, Hampson-Russell Software Services (U.S.) Inc.,
Hampson-Russell Software Services Ltd. (an English and Wales corporation),
Hampson-Russell Software Services Pty Ltd., Hampson Investments Ltd.("HAMPSON
INVESTMENTS"), Russell Seismic Training Ltd. ("RUSSELL SEISMIC"), Daniel
Hampson, Brian Russell and VADA Industries Ltd. ("VADA") (the "ASSET SALE
AGREEMENT").

                  All terms used herein beginning with initial capital letters
which are not defined herein and which are defined in the Asset Sale Agreement
shall have the meanings ascribed to them in the Asset Sale Agreement unless the
context otherwise requires. This opinion is furnished to you pursuant to section
7.1(e) of the Asset Sale Agreement.

                  We have examined such documents and have considered such
questions of law as we have considered relevant and necessary as a basis for the
opinions hereinafter set forth. As to various questions of fact material to such
opinions and which were not independently established, we have relied upon
certificates of public officials and of officers of the Canadian Vendor, copies
of which have been delivered to you today. For the purposes of this opinion we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic originals of
all documents submitted to us as certified, conformed, notarial or true copies
or reproductions or facsimiles thereof, the identity, capacity and authority of
all individuals acting or purporting to act as public officials and registry
agents, and that all certificates of public and registry agents are accurate,
and the veracity of all information contained in all documents.



<PAGE>
                                      -2-


                  As counsel for the Canadian Vendor and jointly with Bennett
Jones LLP, counsel for the Canadian Purchaser, we have participated in the
preparation of the Asset Sale Agreement.

                  We have also assumed that the Asset Sale Agreement has been
duly authorized, executed and delivered by all parties thereto other than the
Canadian Vendor, that such parties had the capacity to do so, and that such
agreement constitutes a legal, valid and binding obligation of all parties
thereto other than the Canadian Vendor and are enforceable in accordance with
their respective terms against all parties thereto other than the Canadian
Vendor, subject to the qualifications on enforceability referred to herein.

                  For the purpose of the opinions expressed below, the
expression "TO OUR KNOWLEDGE" means the conscious awareness of facts or other
information known to the lawyers in our firm who directly participated in the
preparation of the Asset Sale Agreement and no special inquiry, investigation or
other diligence has been performed to determine the existence or the absence of
the facts qualified by such phrase.

                  We are qualified to practice law in the Province of Alberta
and our opinion herein is restricted to the laws of such Province and the
federal laws of Canada applicable therein.

                  Based upon and subject to the foregoing and subject to the
qualifications hereinafter expressed, we are of the opinion that:

1.       the Canadian Vendor has been duly incorporated and is a valid and
         subsisting corporation under the laws of the Province of Alberta;

2.       Hampson Investments has been duly incorporated and is a valid and
         subsisting corporation under the laws of the Province of Alberta;

3.       Russell Seismic has been duly incorporated and is a valid and
         subsisting corporation under the laws of the Province of Alberta;

4.       Vada has been duly incorporated and is a valid and subsisting
         corporation under the laws of the Province of Alberta;

5.       the Canadian Vendor has all requisite corporate power and authority to
         carry on its business as now conducted by it and to own or lease its
         properties or assets;

6.       the Canadian Vendor has full corporate power and authority to enter
         into and perform its obligations under the Asset Sale Agreement;

7.       Hampson Investments has full corporate power and authority to enter
         into and perform its obligations under the Asset Sale Agreement;

8.       Russell Seismic has full corporate power and authority to enter into
         and perform its obligations under the Asset Sale Agreement;

9.       Vada has full corporate power and authority to enter into and perform
         its obligations under the Asset Sale Agreement;



<PAGE>
                                      -3-


10.      the Asset Sale Agreement has been duly authorized, executed and
         delivered by the Canadian Vendor and constitutes a legal, valid and
         binding obligation of the Canadian Vendor enforceable against the
         Canadian Vendor in accordance with its respective terms;

11.      the Asset Sale Agreement has been duly authorized, executed and
         delivered by the Hampson Investments and constitutes a legal, valid and
         binding obligation of Hampson Investments enforceable against Hampson
         Investments in accordance with its respective terms;

12.      the Asset Sale Agreement has been duly authorized, executed and
         delivered by Russell Seismic and constitutes a legal, valid and binding
         obligation of Russell Seismic enforceable against Russell Seismic in
         accordance with its respective terms;

13.      the Asset Sale Agreement has been duly authorized, executed and
         delivered by Vada and constitutes a legal, valid and binding obligation
         of Vada enforceable against Vada in accordance with its respective
         terms; and

2.       the execution and delivery of the Asset Sale Agreement by each of the
         Canadian Vendor, Hampson Investments, Russell Seismic and Vada
         (collectively, the "RELEVANT PARTIES") and the performance of and
         compliance with the terms of the Asset Sale Agreement by each of the
         Relevant Parties does not and will not result in a breach of, or
         constitute a default under, and do not and will not create a state of
         facts which, after notice or lapse of time or both, will result in a
         breach of or constitute a default under:

         (a)      any applicable laws which are material to the Relevant Parties
                  and their operations,

         (b)      any term or provision of the articles, by-laws or resolutions
                  of the directors or shareholders of each of the Relevant
                  Parties,

         (c)      to our knowledge, except as described in the Asset Sale
                  Agreement or related documents delivered to the Purchasers by
                  the Vendors herewith, any mortgage, note, indenture, contract,
                  agreement (written or oral), instrument, lease or other
                  document to which any Relevant Party is a party or by which it
                  is bound on the date hereof, or

         (d)      to our knowledge, any judgment, decree, order, statute, rule
                  or regulation in the Province of Alberta applicable to the
                  Relevant Parties,

         which default or breach might reasonably be expected to materially
         adversely affect the business, operations, capital or condition
         (financial or otherwise) of the Canadian Vendor (taken as a whole) or
         its properties or assets.

                  The opinions expressed herein with respect to the legality,
validity, binding effect and enforceability of the terms of agreements and
documents is subject to the qualification that such legality, validity, binding
effect and enforceability may be limited by:



<PAGE>
                                      -4-


         (a)      applicable bankruptcy, insolvency, moratorium, reorganization
                  or other laws affecting creditors' rights generally;

         (e)      equitable remedies, including the remedies of specific
                  performance and injunctive relief, being available only in the
                  discretion of the applicable court;

         (f)      the statutory and inherent powers of a court to grant relief
                  from forfeiture, to stay execution of proceedings before it
                  and to stay executions on judgments;

         (g)      the applicable laws regarding limitations of actions;

         (h)      the fact that the enforceability of provisions which purport
                  to sever any provision which is prohibited or unenforceable
                  under applicable law without affecting the enforceability or
                  validity of the remainder of such document would be determined
                  only in the discretion of the applicable court;

         (i)      the fact that the enforceability of provisions exculpating a
                  party from liability or duty otherwise owed by it may be
                  limited under applicable law; and

         (j)      the fact that rights of indemnity and contribution may be
                  limited or unavailable under applicable law.

                  This opinion is being provided for the sole benefit of the
addressees hereof in connection with the transaction referred to above and may
not be relied upon or distributed to any other person or entity or for any other
purpose without our express prior written consent. This opinion is given as at
the date hereof and we disclaim any obligation or undertaking to advise any
person of any change in law or fact that may come to our attention after the
date hereof.


Yours truly,




<PAGE>



                                   SCHEDULE K

                               EXCLUDED EMPLOYEES

                                       Nil



<PAGE>


                                   SCHEDULE L

                     FORM OF JOINT NOTICE OF TERMINATION AND
                               OFFER OF EMPLOYMENT




August __, 2002


[INSERT NAME OF EXISTING EMPLOYEE]



Dear Sir/Madam:

RE: SALE BY HAMPSON-RUSSELL SOFTWARE SERVICES LTD. AND ITS AFFILIATES
(COLLECTIVELY, "HAMPSON-RUSSELL") OF SOFTWARE BUSINESS

Hampson-Russell has agreed to sell its software business to Hampson-Russell
Limited Partnership and its affiliates in applicable jurisdictions
(collectively, the "Purchaser") effective on August 1, 2002.

As an employee of Hampson-Russell, you are hereby terminated by Hampson-Russell
and you are hereby offered employment by the applicable Purchaser. All aspects
of your employment, including your position and responsibilities will be
unchanged. Your remuneration will be the same as the remuneration you are
currently being paid by Hampson-Russell, and the employment benefits currently
offered to you by Hampson-Russell will be replaced by the Purchaser's standard
benefits package. The Purchaser will recognize all prior years of service at
Hampson-Russell. A copy of the Purchaser's standard benefits package is being
concurrently delivered to you.

In order to accept the Purchaser's offer of employment you must sign this letter
below and the attached Confidentiality and Intellectual Property Agreement and
return both to Daniel Hampson no later than August 16, 2002.

Your termination by Hampson-Russell and the offer of employment by the Purchaser
are conditional on the closing of the sale transaction.




<PAGE>
                                      -2-


We look forward to working with you in the future.

Yours truly,

HAMPSON-RUSSELL SOFTWARE
SERVICES LTD.


Per:
         ---------------------------------------------
         Daniel Hampson

HAMPSON-RUSSELL LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER
HAMPSON-RUSSELL GP INC. (CANADIAN PURCHASER)


Per:
         ---------------------------------------------
         Daniel Hampson



Accepted and agreed August ___, 2002

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

-----------------------------
         PRINT NAME






<PAGE>


                                   SCHEDULE M

                                    SOFTWARE

AVO is designed to estimate the lithology and fluid content of reservoir rocks
using the analysis of seismic amplitude variations with offset.

eLOG is designed to graphically correct, transform and display well log data.

EMERGE is designed to predict reservoir characteristics using combinations of
seismic attributes and well logs.

GLI3D is used to pick and interpret first breaks from 2D/3D seismic data sets
and derive a near surface geological model using the generalized linear
inversion and tomographic inversion techniques.

ISMAP is designed to quickly and easily apply geostatistical mapping techniques
to multiple data sets, resulting in an enhanced map that honors the
characteristics of each input.

PRO4D is a product that facilitates the interpretation and analysis of
time-lapse seismic data.

STRATA is a 2D/3D modeling and seismic inversion program which transforms
post-stack seismic traces to impedance traces.

PROMC is a program that integrates all the key elements required for
Multi-Component data analysis and interpretation. The program includes a
synthetic toolkit, specialized display features and a library of functions for
the display, comparison, analysis and interpretation of multi-component 3D data
volumes.




<PAGE>


                                   SCHEDULE N

                     FORM OF PURCHASERS' SOLICITORS' OPINION

August 21, 2002


Hampson-Russell Software Services Ltd. (an Alberta corporation)
Hampson-Russell Software Services Ltd. (an England and Wales corporation)
Hampson-Russell Software Services (U.S.) Inc.
Hampson-Russell Software Services Pty Ltd.

Dear Sirs:

RE:               SALE OF ASSETS OF HAMPSON-RUSSELL SOFTWARE SERVICES LTD. TO
                  HAMPSON-RUSSELL LIMITED PARTNERSHIP

         We act as counsel to Hampson-Russell Limited Partnership (the "Canadian
Purchaser") with respect to the sale of substantially all of the assets of
Hampson-Russell Software Services Ltd. (the "Canadian Vendor") to the Canadian
Purchaser pursuant to an asset sale agreement dated August 15, 2002 among
Veritas DGC Inc. (a Delaware corporation), the Canadian Purchaser, Veritas
Geophysical Corporation, Veritas DGC Ltd. (an England and Wales corporation),
Veritas DGC Australia Pty Limited, the Canadian Vendor, Hampson-Russell Software
Services (U.S.) Inc., Hampson-Russell Software Services Ltd., Hampson-Russell
Software Services Pty Ltd., Hampson Investments Ltd., Russell Seismic Training
Ltd., Daniel Hampson, Brian Russell and VADA Industries Ltd. (the "Asset Sale
Agreement").

         All terms used herein beginning with initial capital letters which are
not defined herein and which are defined in the Asset Sale Agreement shall have
the meanings ascribed to them in the Asset Sale Agreement unless the context
otherwise requires. This opinion is furnished to you pursuant to section 6.1(g)
of the Asset Sale Agreement.

         We have examined such documents and have considered such questions of
law as we have considered relevant and necessary as a basis for the opinions
hereinafter set forth. As to various questions of fact material to such opinions
and which were not independently established, we have relied upon certificates
of public officials and of officers of the Canadian Purchaser, copies of which
have been delivered to you today. For the purposes of this opinion we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified, conformed, notarial or true copies or
reproductions or facsimiles thereof, the identity, capacity and authority of all
individuals acting or purporting to act as public officials and registry agents,
and that all certificates of public and registry agents are accurate, and the
veracity of all information contained in all documents.

         As counsel for the Canadian Purchaser and jointly with Fraser Milner
Casgrain LLP, counsel for the Canadian Vendor, we have participated in the
preparation of the Asset Sale Agreement.



<PAGE>


August 21, 2002
Page Two


         We have also assumed that the Asset Sale Agreement has been duly
authorized, executed and delivered by all parties thereto other than the
Canadian Purchaser, that such parties had the capacity to do so, and that such
agreement constitutes a legal, valid and binding obligation of all parties
thereto other than the Canadian Purchaser and is enforceable in accordance with
its respective terms against all parties thereto other than the Canadian
Purchaser, subject to the qualifications on enforceability referred to herein.

         As used in this opinion, the phrase "to our knowledge" means that the
opinion expressed is based solely on the actual knowledge of the solicitors
currently employed by us or who are partners of Bennett Jones LLP and who are
directly involved in the representation of the Canadian Purchaser on an ongoing
basis, relying on representations as to factual matters including factual
representations contained in the Asset Purchase Agreement without investigation
or special inquiry on our part to verify the accuracy of such representations
and a review of the instruments and other documents identified in this opinion;
however, no facts have come to the attention of said solicitors which have given
us reasonable grounds to question the accuracy of our opinion.

         We are qualified to practice law in the Province of Alberta and our
opinion herein is restricted to the laws of such Province and the federal laws
of Canada applicable therein.

         Based upon and subject to the foregoing and subject to the
qualifications hereinafter expressed, we are of the opinion that:

3.       The Canadian Purchaser has been duly formed and validly exists as a
         limited partnership pursuant to the Partnership Act (Alberta).

4.       Hampson-Russell GP Inc. (the "General Partner"), the general partner of
         the Canadian Purchaser, has been duly incorporated and is a valid and
         subsisting corporation under the laws of the Province of Alberta.

5.       Veritas Energy Services Inc. ("VESI") has been duly incorporated and is
         a valid and subsisting corporation under the laws of the Province of
         Alberta.

6.       The General Partner has all requisite corporate power and authority to
         carry on the business of the Canadian Purchaser as now conducted by it
         and to own or lease the properties and assets of the Canadian
         Purchaser.

7.       The Canadian Purchaser has full partnership power and authority to
         enter into and perform its obligations under the Asset Sale Agreement.

8.       The Asset Sale Agreement has been duly authorized, executed and
         delivered by the Canadian Purchaser and constitutes a legal, valid and
         binding obligation of the Canadian Purchaser enforceable against the
         Canadian Purchaser in accordance with its respective terms.



<PAGE>


August 21, 2002
Page Three




9.       The execution and delivery of the Asset Sale Agreement by the Canadian
         Purchaser, and the performance of and compliance with the terms of the
         Asset Sale Agreement by the Canadian Purchaser do not and will not
         result in a breach of, or constitute a default under, and do not and
         will not create a state of facts which, after notice or lapse of time
         or both, will result in a breach of or constitute a default under:

         (a)      any applicable laws which are material to the Canadian Vendor
                  and its operations,

         (b)      any term or provision of the limited partnership agreement
                  between the General Partner and VESI regarding the formation
                  of the Canadian Purchaser,

         (c)      to our knowledge, any mortgage, note, indenture, contract,
                  agreement (written or oral), instrument, lease or other
                  document to which the Canadian Purchaser is a party or by
                  which it is bound on the date hereof, or

         (d)      to our knowledge, any judgment, decree, order, statute, rule
                  or regulation applicable to the Canadian Purchaser,

         which default or breach might reasonably be expected to materially
         adversely affect the business, operations, capital or condition
         (financial or otherwise) of the Canadian Purchaser (taken as a whole)
         or its properties or assets.

10.      The transfer of the Rights by the Canadian Purchaser to the Canadian
         Vendor is exempt from the registration and prospectus requirements of
         the Securities Act (Alberta).

11.      The issuance of shares of common stock of Veritas DGC Inc. ("Vertias")
         upon the conversion of the Rights in accordance with their terms (the
         "Veritas Shares") will not be a distribution within the meaning of the
         Securities Act (Alberta), provided that no commission or other
         remuneration is paid or given in respect of such issuance except for
         administrative or professional services or for services performed by a
         registered dealer.

12.      The first trade of the Veritas Shares by the Canadian Vendor will not
         be a distribution within the meaning of the Securities Act (Alberta),
         provided that:

         (a)      Veritas is and has been a reporting issuer in the Province of
                  Alberta for the twelve months immediately preceding such
                  trade;

         (b)      at least twelve months have elapsed from the date of the
                  transfer of the Rights to the Canadian Vendor;

         (c)      the certificates representing the Veritas Shares are endorsed
                  with the legend required by section 2.5(3)(3) of MI 45-102;

         (d)      such trade is not a "control distribution" within the meaning
                  of MI 45-102;



<PAGE>


August 21, 2002
Page Four




         (e)      no unusual effort is made to prepare the market or to create a
                  demand for the securities that are the subject of the trade;

         (f)      no extraordinary commission or consideration is paid to a
                  person or company in respect of the trade;

         (g)      if the selling security holder is an insider or officer of
                  Veritas, the selling security holder has no reasonable grounds
                  to believe that Veritas is in default of securities
                  legislation; and

         (h)      such trade is not a "distribution" within the meaning of
                  section 1(p)(vii) of the Securities Act (Alberta).

         The opinions expressed herein with respect to the legality, validity,
binding effect and enforceability of the terms of agreements and documents is
subject to the qualification that such legality, validity, binding effect and
enforceability may be limited by:

         (b)      applicable bankruptcy, insolvency, moratorium, reorganization
                  or other laws affecting creditors' rights generally;

         (i)      equitable remedies, including the remedies of specific
                  performance and injunctive relief, being available only in the
                  discretion of the applicable court;

         (j)      the statutory and inherent powers of a court to grant relief
                  from forfeiture, to stay execution of proceedings before it
                  and to stay executions on judgments;

         (k)      the applicable laws regarding limitations of actions;

         (l)      the fact that the enforceability of provisions which purport
                  to sever any provision which is prohibited or unenforceable
                  under applicable law without affecting the enforceability or
                  validity of the remainder of such document would be determined
                  only in the discretion of the applicable court;

         (m)      the fact that the enforceability of provisions exculpating a
                  party from liability or duty otherwise owed by it may be
                  limited under applicable law;

         (n)      the fact that rights of indemnity and contribution may be
                  limited or unavailable under applicable law;

         (o)      Alberta courts will not give a judgment in any currency other
                  than that of the lawful currency of Canada; and

         (p)      provisions of such agreements and documents wherein the
                  parties purport to agree to reach agreements in the future may
                  not be enforceable.



<PAGE>


August 21, 2002
Page Five


         This opinion is being provided for the sole benefit of the addressees
hereof in connection with the transaction referred to above and may not be
relied upon or distributed to any other person or entity or for any other
purpose without our express prior written consent. This opinion is given as at
the date hereof and we disclaim any obligation or undertaking to advise any
person of any change in law or fact that may come to our attention after the
date hereof.

Yours truly,










</TEXT>
</DOCUMENT>
