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Townpagesnet Com PLC – ‘6-K’ for 12/31/99 – EX-4.1

On: Thursday, 1/27/00 · For: 12/31/99 · Accession #: 911420-0-22 · File #: 1-14957

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/27/00  Townpagesnet Com PLC              6-K        12/31/99    3:97K                                    Greenberg Traurig/FA

Report of a Foreign Private Issuer — Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of Foreign Private Issuer                       5     15K 
 2: EX-4.1      Agreement and Plan of Merger                          29    128K 
 3: EX-99.1     Press Release                                          2     11K

EX-4.1 — Agreement and Plan of Merger
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Buyer Company Parent Stockholders
1	1st Page - Filing Submission
29	Parent
"	Buyer
"	Company
"	Stockholders

EX-4.1 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st
 
AGREEMENT AND PLAN OF MERGER

    AGREEMENT AND PLAN OF MERGER (this "Agreement"), entered into as of this
9th day of September 1999, by and among TownPagesNet.com plc, a corporation     
organized under the laws of the England and Wales (the "Parent"); Rasmussen     
Acquisition Corp., a Washington, United States corporation (the "Buyer");       
Research Sales, Inc. d/b/a Rasmussen Research, a Washington corporation (the    
"Company"); and the persons or corporations who are all of the stockholders of  
the Company and whose signatures appear on the signature pages of this Agreement
(each a "Stockholder" and collectively the "Stockholders");                     

W I T N E S S E T H:  

    WHEREAS, the Stockholders are the record and beneficial owners of all of
the issued and outstanding capital stock of the Company (the "Stock"); and      

 WHEREAS, the Buyer, which is a wholly-owned subsidiary of the Parent,
desires to acquire the business of the Company pursuant to the Merger           
hereinafter provided for;                                                       

NOW, THEREFORE, in consideration of the premises and of the mutual  
covenants and agreements set forth herein, the parties hereby covenant and agree
as follows:                                                                     

1.    THE MERGER.                                                   

       1.1 The Merger. On the Closing Date, and in accordance with the
provisions of this Agreement and the applicable provisions of the Washington    
Business Corporation Act ("Washington Law"), the Buyer shall be merged with and 
into the Company (the "Merger") in accordance with the terms and conditions of  
this Agreement and articles of merger in substantially the form of Exhibit A    
annexed hereto (the "Articles of Merger"), with the Company as the surviving    
corporation of such Merger (the Company being hereinafter sometimes referred to 
as the "Surviving Corporation"). Thereupon, the separate existence of the Buyer 
shall cease, and the Company, as the Surviving Corporation, shall continue its  
corporate existence under Washington Law under its current name.                

          1.2 Effectiveness of the Merger. On the Closing Date (as such term
is hereinafter defined), the Buyer and the Company will cause the executed      
Articles of Merger to be submitted for filing, and to be filed, with the        
Washington Secretary of State; provided, however, that notwithstanding that the 
effective filing date of the Articles of Merger may be subsequent to the Closing
Date, the Buyer's acquisition of the Company shall be effective and be deemed to
have occurred on and as of the Closing Date.                                    

            1.3 Effect of the Merger. Upon the filing of the Articles of Merger,
(a) the Surviving Corporation shall own and possess all assets and property of  
every kind and description, and every interest therein, wherever located, and   
all rights, privileges, immunities, powers, franchises and authority of a public
as well as of a private nature, of each of the Buyer and the Company (the       
"Constituent Corporations"), and all obligations owed to, belonging to or       

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due to each of the Constituent Corporations, all of which shall be vested in the
Surviving Corporation pursuant to Washington Law without further act or deed,   
and (b) the Surviving Corporation shall be liable for all claims, liabilities   
and obligations of the Constituent Corporations, all of which shall become and  
remain the obligations of the Surviving Corporation pursuant to Washington Law  
without further act or deed.                                                    

     1.4 Surviving Corporation. Upon the filing of the Articles of
Merger, the Articles of Incorporation, By-Laws, directors and officers of the   
Surviving Corporation shall be identical to those of the Buyer as in effect     
immediately prior to the effectiveness of the Merger.                           

          1.5 Status and Conversion of Shares. Upon the effectiveness of the
Merger:                                                                         

              (a) Each share of capital stock of the Company held by the
Company as treasury stock immediately prior to the effectiveness of the Merger  
shall be cancelled and extinguished, and no payment or issuance of any          
consideration shall be payable or shall be made in respect thereof;             

            (b) Each share of capital stock of the Buyer outstanding
immediately prior to the effectiveness of the Merger shall remain one (1)       
outstanding share of common stock of the Surviving Corporation; and             

          (c) Each share of the Stock of the Company outstanding
immediately prior to the effectiveness of the Merger shall be cancelled and     
extinguished and converted into the right to receive a proportionate amount of  
each component of the Merger Consideration payable pursuant to Section 2.1      
below, which Merger Consideration shall be paid and delivered to the            
Stockholders, as the record holders of 100% of the outstanding Stock, following 
(i) surrender to the Parent and the Buyer on the Closing Date of the            
certificates representing such shares of outstanding Stock (all of which shall  
be delivered free and clear of any and all pledges, liens, claims, charges,     
options, calls, encumbrances, restrictions and assessments whatsoever, except   
any restrictions which may be created by operation of state or federal          
securities laws), and (ii) the execution and delivery of those additional       
agreements, and the settlement of those obligations, described in Section 7     
below.                                                                          

          1.6 Books and Records. On the Closing Date, the Stockholders shall
deliver, and shall cause the Company to deliver, to the Buyer all of the stock  
books, records and minute books of the Company, all financial and accounting    
books and records of the Company, and all referral, client, customer and sales  
records of the Company.                                                         

2. MERGER CONSIDERATION. In sole consideration for the Merger, the  
Stockholders of the Company shall be entitled to receive in the Merger in       
respect of all of the outstanding Stock (the "Merger Consideration") 551,302    
shares of common stock of the Parent (the "Parent Shares"), which is that amount
of stock which had an aggregate value on the agreed upon calculation date of    
U.S.$4.5 million.                                                               

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         The aggregate number of Parent Shares shall be allocated as among
the holders of the Stock in proportion to their relative holdings of the Stock  
as set forth in Schedule 4.1 annexed hereto and the stock certificates          
representing the Parent Shares shall be delivered to the Stockholder            
Representative (as such term is hereinafter defined) for distribution to the    
Stockholders within five (5) business days after the Closing Date (or as soon   
thereafter as the Parent's transfer agent can furnish the certificates          
representing such Parent Shares without undue expense).                         

3. TAX-FREE REORGANIZATION. The parties intend that the transactions
pursuant to this Agreement qualify, to the maximum extent possible within the   
terms hereof, as a tax-free reorganization under Section 368(a) of the Internal 
Revenue Code of 1986, as amended (the "Code"), and the parties shall report     
these transactions and otherwise conduct their affairs so as to give effect to  
such intention.                                                                 

4. REPRESENTATIONS AND WARRANTIES OF ALL OF THE STOCKHOLDERS. In    
connection with the Merger and in order to induce the Parent and the Buyer to   
enter into this Agreement and to consummate the Merger, the Stockholders hereby 
jointly and severally represent and warrant to the Parent and the Buyer as      
follows:                                                                        

           4.1 Title to the Stock. Schedule 4.1 annexed hereto accurately sets
forth the ownership of the Stock. The Stockholders have good, valid and         
marketable title to the Stock in the amounts and proportions as set forth on    
Schedule 4.1, all of which Stock has been duly authorized and validly issued and
is fully paid and non-assessable, and is free and clear of all pledges, liens,  
claims, charges, options, calls, encumbrances, restrictions and assessments     
whatsoever, except any restrictions which may be created by operation of state  
or federal securities laws.                                                     

    4.2 Valid and Binding Agreement. The execution, delivery and
performance of this Agreement, and the consummation of the Merger and the other 
transactions contemplated hereby, by the Company have been duly and validly     
authorized by the Board of Directors and the Stockholders of the Company; and   
the Company and the Stockholders have full legal right, power and authority to  
execute and deliver this Agreement, to perform their respective obligations     
hereunder, and to consummate the transactions contemplated hereby. This         
Agreement constitutes the legal, valid and binding obligation of the Company and
the Stockholders, enforceable against the Company and the Stockholders in       
accordance with its terms.                                                      

     4.3 Investment Representation; Restricted Shares. Each of the
Stockholders is acquiring his or her Parent Shares described in Section 2.1     
above for his or her own account for investment, and not with a view to the     
resale or distribution thereof in violation of any applicable securities laws.  
None of the Stockholders have any present intention of disposing of any of such 
Parent Shares. Each of the Stockholders is sophisticated in making investments  
of the type represented by the Parent Shares. Each of the Stockholders has been 
given access to such information concerning the Parent and the Buyer and their  
respective businesses as they have requested provided, that this statement shall
in no way diminish the rights of the Stockholders to                            

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rely upon the representations and warranties of the Parent and the Buyer herein.
Each of the Stockholders has sufficient financial resources to invest in the    
Parent Shares, to hold that investment without disposing of the same for an     
indefinite period of time, and to bear the risk of loss of that investment      
without undue financial hardship, provided that nothing herein shall in any way 
diminish the rights of the Stockholders to pursue their remedies at contract or 
at law. The Stockholders acknowledge and agree that the Parent Shares acquired  
pursuant to this Agreement are not registered under U.S. federal, state, or     
other securities laws, will be restrictively legended to reflect the same, and  
may not be transferred except in compliance with applicable securities laws. The
Stockholders also acknowledge that the only securities of the Parent which are  
freely tradeable in the U.S. at this time are American Depositary Shares,       
evidenced by American Depositary Receipts. As soon as practicable under         
applicable laws and requirements of the Parent's Depositary institutions, at the
request of all of the Stockholders, on the one hand, or the Parent, on the other
hand, the parties shall cooperate, at the Parent's expense in exchanging the    
Stockholders' ordinary shares of the Parent acquired by them pursuant to this   
Agreement for American Depositary Shares evidencing such ordinary shares of the 
Parent, represented by American Depositary Receipts, except that with respect to
any fees and expenses associated with any registration of securities under U.S. 
and state securities laws, the Parent will only pay its own attorneys' and      
accountants' fees and expenses, Securities Exchange Commission filing fees, and 
AMEX listing fees, and the Stockholders will be responsible for the fees and    
expenses of their own attorneys and accountants, if any, printing, mailing or   
other delivery expenses, state "blue sky" filing fees, if applicable, and any   
fees, expenses or discounts payable to underwriters or their counsel, if any.   

            4.4 Disclosure and Duty of Inquiry. The Buyer is not and will not be
required to undertake any independent investigation to determine the truth,     
accuracy and completeness of the representations and warranties made by the     
Stockholders in this Agreement.                                                 

5. REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. In  
connection with the Merger and in order to induce the Parent and the Buyer to   
enter into this Agreement and to consummate the Merger, Scott W. Rasmussen, (the
"Principal Stockholder," and any reference to "Stockholder" elsewhere in this   
Agreement shall include, without limitation, the Principal Stockholder)         
represents and warrants to the Parent and the Buyer, as follows:                

       5.1 No Breach of Statute or Contract. Neither the execution and
delivery of this Agreement by the Company or the Stockholders, nor compliance   
with the terms and provisions of this Agreement on the part of the Company and  
the Stockholders, will: (a) violate any statute or regulation of any            
governmental authority, domestic or foreign, affecting the Company or any of the
Stockholders; (b) require the issuance of any authorization, license, consent or
approval of any federal or state governmental agency; (c) conflict with or      
result in a breach of any of the terms, conditions or provisions of any         
judgment, order, injunction, decree, note, indenture, loan agreement or other   
agreement or instrument to which the Company or any of the Stockholders is a    
party, or by which the Company or any of the Stockholders is bound, or          
constitute a default thereunder; or (d) result in the creation or imposition of 
any further lien or encumbrance on any assets of the Company.                   

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           5.2 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Washington, with full corporate power and authority to own its  
assets and conduct its business as owned and conducted on the date hereof. The  
Company is not required to be qualified as a foreign corporation under the laws 
of any jurisdiction. True and complete copies of the Articles of Incorporation  
and By-Laws of the Company (including all amendments thereto), and a correct and
complete list of the officers and directors of the Company, are annexed hereto  
as Schedule 5.2.                                                                

5.3   Capital Structure; Stock Ownership.               

                (a) The authorized capital stock of the Company as set forth
in its Articles of Incorporation is included in Schedule 5.3, and the Stock     
constitutes and represents all of the issued and outstanding Stock of the       
Company. The shares of the Stock and the record and beneficial owners thereof   
are as set forth on Schedule 4.1, and no other shares of capital stock or other 
securities of the Company are issued or outstanding.                            

                (b) Except as provided in the existing employment agreements
for Pat Marker and Alan Lindsay there are no outstanding subscriptions, options,
rights, warrants, convertible securities or other agreements or calls, demands  
or commitments obligating the Company to issue, transfer or purchase any shares 
of its capital stock or other securities, or obligating any Stockholder to      
transfer any shares of the Stock. No shares of capital stock or other securities
of the Company are in the Company's treasury, and no shares of capital stock or 
other securities of the Company are reserved for issuance pursuant to stock     
options, rights, warrants, convertible securities, agreements or other rights to
purchase capital stock or other securities except as stated above. Closing is   
conditioned in part upon the parties reaching a mutually satisfactory resolution
with regard to the settlement or transfer of these obligations.                 

             (c) The Company does not own, directly or indirectly, any
stock or other securities of any corporation or entity, and does not have any   
direct or indirect equity or ownership interest in any person, firm,            
partnership, corporation, venture or business other than the business conducted 
by the Company.                                                                 

5.4   Financial Information.                            

               (a) Annexed hereto as Schedule 5.4(a) are true and complete
copies of the Company's unaudited financial as of the date (the "Interim        
Financials Date"), either July 31, 1999 or August 31, 1999, the Principal       
Stockholder may choose, and the seven (7) or eight (8) months then ended        
(collectively, the "Financial Statements"). The Financial Statements are true,  
complete and accurate in all material respects, and fairly present the financial
condition and results of operations of the Company as of the dates thereof and  
for the periods covered thereby, substantially in accordance with generally     
accepted accounting principles consistently applied (subject to audit           
adjustments which would not, in the aggregate, be material, and to the absence  
of certain footnote disclosures, the absence of which does not render the       
Financial Statements materially misleading). The Financial Statements have been 
prepared from the books and                                                     

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records of the Company, which books and records fairly reflect all transactions 
to which the Company was and is a party.                                        

          (b) Schedule 5.4(b) annexed hereto contains: (i) aging
schedules of the accounts receivable and accounts payable of the Company as of  
the Interim Financials Date; (ii) a list of the outstanding principal balance of
and approximate accrued interest on all indebtedness (other than accounts       
payable), loans and/or notes payable of the Company as of the Interim Financials
Date; (iii) a list of any leasehold or other contractual obligations of the     
Company to any of the Stockholders and/or any of their respective Affiliates on 
the date hereof; (iv) a list of all obligations of the Company guaranteed by any
of the Stockholders and/or any of their respective Affiliates on the date       
hereof, and the terms of such guarantees; (v) a list reflecting the nature and  
amount of all obligations owed to the Company on the date hereof by any of the  
Stockholders and/or any of their respective Affiliates; and (vi) a list         
reflecting the nature and amount of all obligations owed by the Company on the  
date hereof to any of the Stockholders and/or any of their respective           
Affiliates. Wherever used in this Agreement, the term "Affiliate" means, as     
respects any person or entity, any other person or entity that directly, or     
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with the first person or entity.                           

          5.5 No Material Changes. Since the Interim Financials Date, except
as disclosed to Parent in the budget set forth in Schedule 10.6 (a) the business
of the Company has been operated solely in the normal course, (b) there has been
no material adverse change in the financial condition, operations or business of
the Company from that reflected in the Financial Information, (c) the Company   
has not incurred any material obligation or liability or entered into any       
material transaction or commitment except in the normal course of business, and 
(d) there has not been any (i) declaration, setting aside or payment of any     
dividend, distribution or redemption payment with respect to the capital stock  
of the Company, (ii) increase in the rate of salary or compensation paid or     
payable by the Company to any employee, consultant or other person, (iii)       
forgiveness of any debt or obligation owed to the Company by any of the         
Stockholders and/or any of their respective Affiliates, (iv) other payment or   
consideration of any kind paid by the Company to any of the Stockholders and/or 
any of their respective Affiliates outside of the ordinary course of business,  
(v) damage, destruction or loss (whether covered by insurance or not) materially
and adversely affecting the business, operations, assets or financial condition 
of the Company, or (vi) other event or condition arising from or out of the     
operation of the Company which has or may materially and adversely affect the   
business, operations, assets or financial condition of the Company. The Company 
has not, since December 31, 1998, altered its practices with respect to payment 
of accounts payable, collection of accounts receivable or receiving prepayments 
for future services.                                                            

5.6   Tax Matters.                                      

                  (a) The Company has, to the date hereof, filed all tax returns
and tax reports required to be filed by the Company on or prior to the date     
hereof, and has paid (or set aside for payment, if not yet due and payable) all 
taxes, assessments and other impositions as and to the extent required by       
applicable law. Without limitation of the foregoing, the Company has            

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made all required filings and has made (or set aside, if not yet due and        
payable) all required payments to the date hereof in respect of franchise,      
sales, use, property, excise, payroll withholding and other taxes (including    
interest and penalties and including estimated tax installments as required),   
and there are no outstanding or pending claims, deficiencies or assessments     
with respect to any taxes, interest or penalties of the Company.                

                (b) There are no audits pending with respect to any federal,
state or local tax reports or tax returns of the Company, and no waiver of      
statutes of limitations have been given or requested with respect to any tax    
years or tax filings of the Company.                                            

  5.7 Title to the Assets. The Company has and owns good and
marketable title to all of its assets, free and clear of all liens, pledges,    
claims, security interests and encumbrances of every kind and nature            
(collectively, "Liens") other than those Liens identified on Schedule 5.7       
annexed hereto (which Liens secure only those obligations disclosed in Schedule 
5.7). All material items of machinery, equipment, vehicles and other fixed      
assets owned or leased by the Company are listed in Schedule 5.7, all of which  
are in good operating condition and repair (reasonable wear and tear excepted), 
are adequate for their use in the Company's business as presently conducted, and
are sufficient for the continued conduct of such business.                      

         5.8 Accounts Receivable. All accounts receivable reflected in the
Financial Statements, and all accounts receivable thereafter created or acquired
by the Company prior to the date hereof, have arisen in the normal course of the
Company's business, and are and will be subject to no counterclaims, set-offs,  
allowances or discounts of any kind. All of the Company's accounts receivable as
of the Closing Date will be fully collectible without requirement of legal      
proceedings within six (6) months after the Closing Date.                       

        5.9 Inventories. The supplies and other inventories owned by the
Company as reflected in the Financial Statements, and all supplies and other    
inventories acquired subsequent to the date of the Financial Statements, have   
been recorded at the lower of cost or market; and such supplies and other       
inventories are of a quality and quantity which are useable in the ordinary     
course of the Company's business.                                               

5.10  Real Property.                                    

                (a) The Company does not own any real estate or any interest
therein of any kind, except to the extent of the Company's leasehold interest in
and use and occupancy of its business premises pursuant to any lease agreement, 
copies of which are annexed hereto as Schedule 5.10 (the "Lease").              

                (b) The Lease is in full force and effect. The Company (and,
to the best of the Principal Stockholder's knowledge, the landlord thereunder)  
is presently in compliance in all material respects with all of its obligations 
under the Lease, and the premises leased thereunder are in good condition       
(reasonable wear and tear excepted) and are adequate for the operation of the   
Company's business as presently conducted.                                      

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                 (c) To the best of the Principal Stockholder's knowledge, the
Company's use of the premises leased pursuant to the Lease is in conformity with
all applicable building, zoning and other laws and ordinances.                  

        5.11 Insurance Policies. Schedule 5.11 annexed hereto contains a
true and correct schedule of all insurance coverages held by the Company        
concerning its business and properties (including, but not limited to,          
professional liability insurance). The Company has paid all premiums due and    
payable in respect of such insurance coverages, and all of such coverages are   
presently in full force and effect.                                             

     5.12 Permits and Licenses. The Company possesses all required
permits, licenses and/or franchises, from whatever governmental authorities or  
agencies (domestic and/or foreign) requiring the same and having jurisdiction   
over the Company, necessary in order to operate its business in the manner      
presently conducted, all of which permits, licenses and/or franchises are valid,
current and in full force and effect. None of such permits, franchises or       
licenses will be voided, revoked or terminated, or voidable, revocable or       
terminable, upon and by reason of the Merger and the change of ownership of the 
Company pursuant to this Agreement.                                             

5.13  Contracts and Commitments.                        

                  (a) Schedule 5.13 annexed hereto lists all material contracts,
leases, commitments, indentures and other agreements to which the Company is a  
party (collectively,whether or not listed on Schedule 5.13, "Material           
Contracts"), except that Schedule 5.13 need not list any such agreement that is 
listed on any other Schedule hereto, or was entered into in the ordinary course 
of the Company's business and that, in any case: (i) is for the purchase of     
supplies or other inventory items in the ordinary course of business; (ii) is   
related to the purchase or lease of any capital asset involving aggregate       
payments of less than $2,500 per annum; or (iii) may be terminated without      
penalty, premium or liability by the Company on not more than thirty (30) days' 
prior written notice.                                                           

              (b) Except as set forth in Schedule 5.13: (i) all Material
Contracts are in full force and effect; (ii) the Company and, to the best of the
Principal Stockholder's knowledge, each other party thereto, is in compliance in
all material respects with all of its obligations under the Material Contracts, 
and the Company has not received any written notice that any Material Contract  
is in material breach or default or is now subject to any condition or event    
which has occurred and which, after notice or lapse of time or both, would      
constitute a material default by any party under any such contract, lease,      
agreement or commitment; and (iii) none of the Material Contracts will be       
voided, revoked or terminated, or voidable, revocable or terminable, upon and by
reason of the Merger and the change of ownership of the Company pursuant to this
Agreement.                                                                      

                (c) To the best of the Principal Stockholder's knowledge, no
purchase or lease commitment by the Company is materially in excess of the      
normal, ordinary and usual requirements of the business of the Company.         

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                 (d) Except as set forth in Schedule 5.13 or in Schedule 5.15,
the Company does not have any outstanding contracts with or commitments to      
officers, employees, technicians, agents, consultants or advisors that are not  
cancelable by the Company without penalty, premium or liability (for severance  
or otherwise) on less than thirty (30) days' prior written notice.              

           5.14 Customers and Suppliers. Neither the Company nor the Principal
Stockholder has received any written notice of any existing, announced or       
anticipated changes in the policies of any material clients, customers, referral
sources or suppliers which will materially adversely affect the business        
presently being conducted by the Company.                                       

5.15  Labor, Benefit and Employment Agreements.         

                (a) Except as set forth in Schedule 5.15 annexed hereto, the
Company is not a party to (i) any collective bargaining agreement or other labor
agreement, or (ii) any agreement with respect to the employment or compensation 
of any non-hourly and/or non-union employee(s). Schedule 5.15 sets forth the    
amount of all compensation or remuneration (including any discretionary bonuses)
paid or payable by the Company during or with respect to the 1999 calendar year 
to employees or consultants who presently receive aggregate compensation or     
remuneration at an annual rate in excess of $35,000.                            

                  (b) No union is now certified or, to the best of the Principal
Stockholder's knowledge, claims to be certified as a collective bargaining agent
to represent any employees of the Company, and there are no labor disputes      
existing or, to the best of the Principal Stockholder's knowledge, threatened,  
involving strikes, slowdowns, work stoppages, job actions or lockouts of any    
employees of the Company.                                                       

               (c) There are no unfair labor practice charges or petitions
for election pending or being litigated before the National Labor Relations     
Board or any other federal or state labor commission relating to any employees  
of the Company. Neither the Company nor any of the Stockholders has received any
written notice of any actual or alleged violation of any law, regulation, order 
or contract term affecting the collective bargaining rights of employees, equal 
opportunity in employment, or employee health, safety, welfare, or wages and    
hours.                                                                          

               (d) With respect to any "multiemployer plan" (as defined in
Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) to which the Company has at any time been required to make           
contributions, the Company has not, at any time on or after April 29, 1980,     
suffered or caused any "complete withdrawal" or "partial withdrawal" (as such   
terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on 
its part.                                                                       

                  (e) Except as disclosed in Schedule 5.15, the Company does not
maintain, or have any liabilities or obligations of any kind with respect to,   
any bonus, deferred compensation, pension, profit sharing, retirement or other  
such benefit plan, or has any potential                                         

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or contingent liability in respect of any actions or transactions relating to   
any such plan other than to make contributions thereto if, as and when due      
(prior to imposition of any interest or penalties) in respect of periods        
subsequent to the date hereof. Without limitation of the foregoing, (i) the     
Company has made all required contributions to or in respect of any and all     
such benefit plans, (ii) no "accumulated funding deficiency" (as defined in     
Section 412 of the Code) has been incurred in respect of any of such benefit    
plans, and the present value of all accrued benefits thereunder does not, on    
the date hereof, exceed the assets of any such plan allocable to the vested     
accrued benefits thereunder, (iii) there has been no "prohibited transaction"   
(as defined in Section 4975 of the Code) with respect to any such plan, and no  
transaction which could give rise to any tax or penalty under Section 4975 of   
the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" 
(within the meaning of Section 4043(b) of ERISA) with respect to any such plan. 
All of such plans which constitute, are intended to constitute, or have been    
treated by the Company as "employee pension benefit plans" or other plans       
within Section 3 of ERISA have been determined by the Internal Revenue Service  
to be "qualified" under Section 401(a) of the Code, and have been administered  
and are in compliance with ERISA and the Code; and the Principal Stockholder    
is not aware of any state of facts, conditions or occurrences such as would     
impair the "qualified" status of any of such plans.                             

                  (f) Except for the group insurance programs listed in Schedule
5.15, the Company does not maintain any medical, health, life or other employee 
benefit insurance programs or any welfare plans (within the meaning of Section  
3(1) of ERISA) for the benefit of any current or former employees, and, except  
as required by law, the Company does not have any liability, fixed or           
contingent, for health or medical benefits to any former employee.              

5.16  Compliance with Laws.                             

                 (a) To the best of the Principal Stockholder's knowledge, the
Company has not, at any time during the five (5) year period prior to the date  
hereof, (i) handled, stored, used, generated, processed, transported or disposed
of any hazardous substances in violation of any federal, state or local         
environmental laws or regulations, (ii) otherwise committed any material        
violation of any federal, state or local environmental laws, statutes or        
regulations or any material violation of the Occupational Safety and Health Act,
or (iii) been in material violation of any requirements of its insurance        
carriers from time to time.                                                     

             (b) Neither the Company nor the Principal Stockholder has
received any written notice of default or violation, nor, to the best of the    
Principal Stockholder's knowledge, is the Company or any of its directors,      
officers or employees in default or violation, with respect to any judgment,    
order, writ, injunction, decree, demand or assessment issued by any court or any
federal, state, local, municipal or other governmental agency, board,           
commission, bureau, instrumentality or department, domestic or foreign, relating
to any aspect of the Company's business, affairs, properties or assets. Neither 
the Company nor the Principal Stockholder has received written notice of, been  
charged with, or, to the best of the Principal Stockholder's knowledge, is under
investigation with respect to, any violation of any provision of any federal,   
state, local, municipal or other law or administrative rule or regulation,      
domestic or foreign, relating to any aspect of the Company's business, affairs, 
properties or assets, which                                                     

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violation would have a material adverse effect on the Company, its business or  
any material portion of its assets.                                             

                  (c) Schedule 5.16 annexed hereto sets forth the date(s) of the
last known audits or inspections (if any) of the Company conducted by or on     
behalf of the Environmental Protection Agency, the Occupational Safety and      
Health Administration, and/or any other governmental and/or quasi-governmental  
agency (federal, state and/or local).                                           

     5.17 Litigation. Except as disclosed in Schedule 5.17 annexed
hereto, there is no suit, action, arbitration, or legal, administrative or other
proceeding, or governmental investigation (including, without limitation, any   
claim alleging the invalidity, infringement or interference of any patent,      
patent application, or rights thereunder owned or licensed by the Company)      
pending, or to the best knowledge of the Principal Stockholder, threatened, by  
or against the Company or any of its assets or properties. The Principal        
Stockholder is not aware of any state of facts, events, conditions or           
occurrences which would properly constitute grounds for or the basis of any     
meritorious suit, action, arbitration, proceeding or investigation against or   
with respect to the Company.                                                    

           5.18 Intellectual Property. Schedule 5.18 attached hereto is a true
and correct list and brief description of the nature and ownership of all       
trademarks, service marks, trade names, copyrights, know-how, patents, trade    
secrets, licenses and other intellectual property used in the conduct of the    
Company's business (the "Intellectual Property"). The Company has full legal    
right, title and interest in and to the Intellectual Property. The conduct of   
the business of the Company as presently conducted, and the unrestricted conduct
and the unrestricted use and exploitation of the Intellectual Property, does not
infringe or misappropriate any rights held or asserted by any Person and, to the
knowledge of the Company, no person is infringing on any Intellectual Property  
of the Company. Except as disclosed in Schedule 5.18, noNo payments are required
for the continued use of the Intellectual Property. None of the Intellectual    
Property has ever been declared invalid or unenforceable, or is the subject of  
any pending or threatened action for opposition, cancellation, declaration,     
infringement, or invalidity, unenforceability or misappropriation or like claim,
action or proceeding.                                                           

            5.19 Transactions with Affiliates. No material asset employed in the
business of the Company is owned by, leased from or leased to any of the        
Stockholders, any of their respective Affiliates, members of their families or  
any partnership, corporation or trust for their benefit, or any other officer,  
director or employee of the Company or any Affiliate of the Company.            

            5.20 Bank Accounts. Annexed hereto as Schedule 5.20 is a correct and
complete list of all bank accounts and safe deposit boxes maintained by or on   
behalf of the Company, with indication of all persons having signatory, access  
or other authority with respect thereto.                                        

   5.21 Schedules Incorporated by Reference. The making of any
recitation in any Schedule hereto shall be deemed to constitute a representation
and warranty that such recitation                                               

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is an accurate statement and disclosure of the information required by the      
corresponding Section(s) of this Agreement, as, to the extent, and subject to   
the qualifications and limitations, set forth in such corresponding Section(s). 

           5.22 Review of Disclosure Materials. The Stockholders have received
and reviewed those disclosure documents of the Parent described Section 6.7     
below, and have received satisfactory answers to any and all questions which    
they have had regarding such disclosures.                                       

          5.23 Disclosure and Duty of Inquiry. The Buyer is not and will not
be required to undertake any independent investigation to determine the truth,  
accuracy and completeness of the representations and warranties made by the     
Stockholders in this Agreement.                                                 

6. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. In   
connection with the Merger, and in order to induce the Company and the          
Stockholders to enter into this Agreement and to consummate the Merger, the     
Parent and the Buyer hereby jointly and severally represent and warrant to the  
Stockholders as follows:                                                        

          6.1 Organization, Good Standing and Qualification. The Parent is a
corporation duly organized, validly existing and in good standing under the laws
of England and Wales and the Buyer is a corporation duly organized, validly     
existing and in good standing under the laws of the State of Washington. Each of
the Parent and the Buyer has all necessary power and authority to execute and   
deliver this Agreement, to perform their respective obligations hereunder, and  
to consummate the transactions contemplated hereby.                             

   6.2 Authorization of Agreement. The execution, delivery and
performance of this Agreement and the consummation of the transactions          
contemplated hereby by the Parent and the Buyer has been duly and validly       
authorized by the Board of Directors of the Parent, and by the Board of         
Directors and sole stockholder of the Buyer. No further corporate authorization 
is required on the part of the Parent or the Buyer to consummate the            
transactions contemplated hereby.                                               

       6.3 Valid and Binding Agreement. This Agreement constitutes the
legal, valid and binding obligation of the Parent and the Buyer, enforceable    
against the Parent and the Buyer in accordance with its terms.                  

       6.4 No Breach of Statute or Contract. Neither the execution and
delivery of this Agreement by the Parent and the Buyer, nor compliance with the 
terms and provisions of this Agreement on the part of the Parent and the Buyer, 
will: (a) violate any statute or regulation of any governmental authority,      
domestic or foreign, affecting the Parent or the Buyer; (b) require the issuance
of any authorization, license, consent or approval of any federal or state      
governmental agency; or (c) conflict with or result in a breach of any of the   
terms, conditions or provisions of any judgment, order, injunction, decree,     
note, indenture, loan agreement or other agreement or instrument to which the   
Parent or the Buyer is a party, or by which the Parent or the Buyer is bound, or
constitute a default thereunder.                                                

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            6.5 Investment. The Buyer is acquiring the Stock for its own account
for investment, and not with a view to the resale or distribution thereof in    
violation of any applicable securities laws. The Buyer has no present intention 
of disposing of any of the Stock. The Buyer is sophisticated in making          
investments of the type represented by the Stock. The Buyer has been given      
access to such information concerning the Company and its business as the Buyer 
has requested provided, that this statement shall in no way diminish the rights 
of the Buyer to rely upon the representations and warranties of the Stockholders
herein.. The Buyer has sufficient financial resources to invest in the Stock, to
hold that investment without disposing of the same for an indefinite period of  
time, and to bear the risk of loss of that investment without undue financial   
hardship, provided that nothing herein shall in any way diminish the rights of  
the Buyer to pursue its remedies at contract or at law.                         

            6.6 Parent Shares. When issued and delivered pursuant to Section 2.1
above, all of the Parent Shares issued hereunder shall have been duly authorized
and validly issued, and shall be fully paid and non-assessable.                 

         6.7 Disclosure Materials. All required filings by the Parent with
the United States Securities and Exchange Commission (collectively, the "SEC    
Reports") since April 30, 1999 have been filed within the applicable required   
time periods (or any extensions related thereto), complied in all material      
respects with all applicable requirements of law and rules and regulations      
thereunder, and at the time filed did not contain any untrue statement of a     
material fact or omit to state a material fact required to be stated therein and
necessary to make the statements made therein, in light of the circumstances in 
which they were made, not misleading. The Parent has not been required or       
requested to file any amendment or supplement to the SEC Reports which has not  
been filed prior to the date hereof.                                            

            6.8 Litigation. Except as may be disclosed in the SEC Reports, there
are (a) no continuing orders, injunctions or decrees of any court, arbitrator or
governmental authority to which the Parent or the Buyer is a party or by which  
any of their properties or assets are bound, and (b) no actions, suits or       
proceedings pending or, to the best of the Parent's and the Buyer's knowledge,  
threatened against the Parent or the Buyer, at law or in equity, or before or by
any federal or state commission, board, bureau, agency or instrumentality, that 
in any case is reasonably likely, individually or in the aggregate, to have a   
material adverse effect on the consolidated financial condition or operations of
the Parent and its subsidiaries (taken as a consolidated whole).                

        6.9 Disclosure and Duty of Inquiry. The Stockholders are not and
will not be required to undertake any independent investigation to determine the
truth, accuracy and completeness of the representations and warranties made by  
the Parent and the Buyer in this Agreement.                                     

    7. The Company covenants and agrees that, from the date hereof until the
Closing Date:                                                                   

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           7.1 Access to Information. The Company shall permit the Parent, the
Buyer, and their counsel, accountants and other representatives, upon reasonable
advance notice to the Company, during normal business hours and without undue   
disruption of the business of the Company, to have reasonable access to all     
properties, books, accounts, records, contracts, documents and information      
relating to the Company. The Parent, the Buyer and their representatives shall  
also be permitted to freely consult with the Company's employees, accountants   
and counsel concerning the business of the Company.                             

            7.2 Conduct of Business in Normal Course. The Company shall carry on
its business activities in substantially the same manner as heretofore          
conducted, and shall not make or institute any unusual or novel methods of      
service, sale, purchase, lease, management, accounting or operation that will   
vary materially from those methods used by the Company as of the date hereof,   
without in each instance obtaining the prior written consent of the Parent.     

          7.3 Preservation of Business and Relationships. The Company shall,
without making or incurring any unusual commitments or expenditures, preserve   
its business organization intact, and preserve its present relationships with   
referral sources, clients, customers, suppliers and others having business      
relationships with it.                                                          

         7.4 Maintenance of Insurance. The Company shall continue to carry
its existing insurance, to the extent obtainable upon reasonable terms.         

    7.5   Corporate Matters.  The Company shall not, without the
prior written consent of the Parent:                                            

       (a) amend its Articles of Incorporation or By-Laws;

              (b) issue any shares of the Company's capital stock or any
other securities;                                                               

          (c) issue or create any warrants, rights, obligations,
subscriptions, options, convertible securities or other commitments under which 
any additional shares of the Company's capital stock or any other securities    
might be directly or indirectly issued;                                         

              (d) amend, cancel or modify any Material Contract or enter
into any material new agreement, commitment or transaction except, in each      
instance, in the ordinary course of business;                                   

               (e) pay, grant or authorize any salary increases or bonuses
except in the ordinary course of business and consistent with past practice, or 
enter into any employment, consulting or management agreements;                 

                (f) modify in any material respect any material agreement to
which the Company is a party or by which it may be bound, except in the ordinary
course of business;                                                             

                (g)   make any change in the Company's management personnel;

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            (h) except pursuant to commitments in effect on the date
hereof (to the extent disclosed in this Agreement or in any Schedule hereto),   
make any capital expenditure(s) or commitment(s), whether by means of purchase, 
lease or otherwise, or any operating lease commitment(s), in excess of $5,000 in
the aggregate;                                                                  

                  (i) sell, assign or dispose of any capital asset(s) with a net
book value in excess of $2,500 as to any one item or $5,000 in the aggregate;   

                 (j) materially change its method of collection of accounts or
notes receivable, accelerate or slow its payment of accounts payable, or prepay 
any of its obligations or liabilities, other than prepayments to take advantage 
of trade discounts not otherwise inconsistent with or in excess of historical   
prepayment practices;                                                           

                (k) declare, pay, set aside or make any dividend(s) or other
distribution(s) of cash or other property, or redeem any outstanding shares of  
the Company's capital stock;                                                    

           (l) incur any liability or indebtedness except, in each
instance, in the ordinary course of business;                                   

                 (m) subject any of the assets or properties of the Company to
any further liens or encumbrances;                                              

                 (n) forgive any liability or indebtedness owed to the Company
by any of the Stockholders or any of their respective Affiliates; or            

                 (o) agree to do, or take any action in furtherance of, any of
the foregoing.                                                                  

8.    ADDITIONAL AGREEMENTS OF THE PARTIES.                         

     8.1 Confidentiality. Notwithstanding anything to the contrary
contained in this Agreement, and subject only to any disclosure requirements    
which may be imposed upon the Parent or the Buyer under applicable state or     
federal securities or antitrust laws, it is expressly understood and agreed by  
the Parent and the Buyer that (i) this Agreement, the Schedules hereto, and the 
conversations, negotiations and transactions relating hereto and/or contemplated
hereby, and (ii) all financial information, business records and other          
non-public information concerning the Company which the Parent, the Buyer or    
their representatives have received or may hereafter receive, shall be          
maintained in confidence by the Parent, the Buyer and their representatives, and
shall not be disclosed to any person that is not associated or affiliated with  
the Parent or the Buyer and involved in the transactions contemplated hereby,   
without the prior written approval of the Company, which shall not be           
unreasonably withheld, it being understood that the Parent desires to announce  
the execution and deliver of this agreement on the day this Agreement is        
executed, and the Company and the Principal Stockholder shall cooperate in that 
connection, provided, that neither party shall announce this Agreement until the
proceeds of the $100,000 loan referred to below have been received by the       
Company. The parties hereto shall use                                           

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their best efforts to avoid disclosure of any of the foregoing or undue         
disruption of any of the business operations or personnel of the Company. In the
event that the transactions contemplated hereby shall not be consummated for any
reason, the Parent and the Buyer covenant and agree that neither they nor their 
representatives shall retain any documents, lists or other writings of the      
Company which they may have received or obtained in connection herewith or any  
documents incorporating any of the information contained in any of the same (all
of which, and all copies thereof in the possession or control of the Parent, the
Buyer or their representatives, shall be returned to the Company).              

        8.2 Exclusivity. From the date hereof through any termination of
this Agreement by the Company in accordance with Section 12 below, the Company  
shall not (and shall not permit any of its Stockholders, officers, directors,   
affiliates or representatives to) negotiate with or enter into any other        
commitments, agreements or understandings with any person, firm or corporation  
(other than the Parent and its Affiliates) in respect of any sale of capital    
stock or assets of the Company, any merger, consolidation or corporate          
reorganization, or any other such transaction relating to the Company or any    
portion of its business.                                                        

    8.3 Employment Agreement. On the Closing Date, the Surviving
Corporation and Principal Stockholder, Patrick Marker and Alan Lindsay each     
shall execute an amended and restated employment agreement in substantially the 
form of Exhibits B-1, B-2 and B-3, respectively, annexed hereto (the "Employment
Agreements").                                                                   

         8.4 Non-Competition Agreement. On the Closing Date, the Surviving
Corporation and each of the Stockholders shall execute and deliver to one       
another a non-competition and non-disclosure agreement in substantially the form
of Exhibit C annexed hereto (the "Non-Competition Agreement").                  

           8.5 Additional Agreements and Instruments. On or before the Closing
Date, the Parent, the Buyer, the Company and the Stockholders shall execute,    
deliver and file the Articles of Merger and all exhibits, agreements,           
certificates, instruments and other documents, not inconsistent with the        
provisions of this Agreement, which, in the opinion of counsel to the parties   
hereto, shall reasonably be required to be executed, delivered and filed in     
order to consummate the Merger and the other transactions contemplated by this  
Agreement, including, without limitation, such documents as the Parent or its   
counsel may reasonably request to document that the License and the intellectual
property rights of Scott Rasmussen pertaining to the subject matter thereto has 
been effectively transferred to the Company, free and clear of liens            
encumbrances of any type, on such terms and conditions as shall be satisfactory 
to the Buyer and the Principal Stockholder in form and in substance, and that   
said License has been fully paid up .                                           

            8.6 Non-Interference. Neither the Parent, the Buyer, the Company nor
any of the Stockholders shall cause to occur any act, event or condition which  
would cause any of their respective representations and warranties made in this 
Agreement to be or become untrue or incorrect in any material respect as of the 
Closing Date, or would interfere with, frustrate or render unreasonably         
expensive the satisfaction by the other party or parties of any of the          
conditions precedent set forth in Sections 9 and 10 below.                      

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   9. CONDITIONS PRECEDENT TO THE PARENT'S AND THE BUYER'S PERFORMANCE. In
addition to the fulfillment of the parties' agreements in Section 8 above, the  
obligations of the Parent and the Buyer to consummate the Merger and the other  
transactions contemplated by this Agreement are further subject to the          
satisfaction, at or before the Closing Date, of all the following conditions,   
any one or more of which may be waived in writing by the Parent and the Buyer:  

           9.1 Accuracy of Representations and Warranties. All representations
and warranties made by the Stockholders in this Agreement, in any Schedule(s)   
hereto, and/or in any written statement delivered to the Parent or the Buyer    
under this Agreement shall be true and correct in all material respects on and  
as of the Closing Date as though such representations and warranties were made  
on and as of that date.                                                         

    9.2 Performance. The Company and the Stockholders shall have
performed, satisfied and complied with all covenants, agreements and conditions 
required by this Agreement to be performed, satisfied or complied with by them  
on or before the Closing Date.                                                  

         9.3 Certification. The Parent and the Buyer shall have received a
certificate, dated the Closing Date, signed by the Stockholders, certifying, in 
such detail as the Parent and the Buyer and their counsel may reasonably        
request, that the conditions specified in Sections 9.1 and 9.2 above have been  
fulfilled.                                                                      

     9.4 Resolutions. The Parent and the Buyer shall have received
certified resolutions of the Board of Directors and the Stockholders of the     
Company, in form reasonably satisfactory to counsel for the Parent and the      
Buyer, authorizing the Company's execution, delivery and performance of this    
Agreement and the Merger, and all actions to be taken by the Company hereunder. 

            9.5 Opinion of Counsel. The Parent and the Buyer shall have received
the favorable opinion of Smoot & Pitts, counsel to the Company and the          
Stockholders, as to such matters incident to the transactions contemplated      
hereby as may reasonably be requested by the Parent, the Buyer and their        
counsel.                                                                        

      9.6 Absence of Litigation. No action, suit or proceeding by or
before any court or any governmental body or authority, against the Company or  
pertaining to the transactions contemplated by this Agreement or their          
consummation, shall be pending or threatened on the Closing Date, which action, 
suit or proceeding would, if determined adversely, have a material adverse      
effect on the Company, its business or any material portion of its assets, or   
impair the ability of any of the Stockholders to deliver in the Merger all of   
his or her Stock free and clear of all pledges, liens, claims, charges, options,
calls, encumbrances, restrictions and assessments whatsoever (except any        
restrictions which may be created by operation of state or federal securities   
laws).                                                                          

     9.7 Consents. All necessary disclosures to and agreements and
consents of (a) any parties to any Material Contracts and/or any licensing      
authorities which are material to the                                           

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Company's business (including, without limitation, the landlord under the       
Lease), and (b) any governmental authorities or agencies to the extent required 
in connection with the transactions contemplated by this Agreement, shall have  
been obtained and true and complete copies thereof delivered to the Buyer.      

    9.8 Settlement of Accounts. All debts, liabilities and other
monetary obligations (if any) owed to the Company by any of the Stockholders    
and/or any of their respective Affiliates shall have been fully paid to the     
Company, such that no such debts, liabilities or obligations shall be           
outstanding on the Closing Date.                                                

         9.9 Condition of Property. Between the date of this Agreement and
the Closing Date, assets of the Company having an aggregate fair market value of
$5,000 or more shall not have been lost, destroyed or irreparably damaged by    
fire, flood, explosion, theft or any other cause, whether or not covered by     
insurance.                                                                      

       9.10 Execution and Delivery of Exhibits, etc.. On or before the
Closing Date, (a) the Company shall have executed and delivered to the Buyer the
Articles of Merger, (b) Principal Stockholder, Patrick Marker, and Alan Lindsay 
shall each have executed and delivered to the Surviving Corporation the         
Employment Agreements, (c) the Principal Stockholder, Patrick Marker, and Alan  
Lindsay each shall have executed and delivered to the Surviving Corporation the 
Non-Competition Agreement, d) the License of intellectual property rights of    
Scott Rasmussen to the Company shall be in full force and effect and            
satisfactory in form and in substance to the Buyer and fully paid up, and all   
right, title and interest in and to the related intellectual property rights    
shall have been sold and transferred to the Company effective as of the Closing 
Date on terms and conditions satisfactory to the Buyer and to Scott Rasmussen in
form and in substance, and (e) the parties shall have executed and delivered the
Schedules, which shall have been accepted by the other parties hereto.          

       9.11 Proceedings and Instruments Satisfactory. All proceedings,
corporate or other, to be taken in connection with the transactions contemplated
by this Agreement, and all documents incidental thereto, shall be reasonably    
satisfactory in form and substance to the Parent, the Buyer and their counsel.  
The Company shall have submitted to the Buyer or its representatives for        
examination the originals or true and correct copies of all records and         
documents relating to the business and affairs of the Company which the Buyer   
may have requested in connection with said transactions.                        

            9.12 Comfort re Financial Statements. The Parent and the Buyer shall
have received advice from their independent certified public accountants,       
satisfactory to them in form and in substance, to the effect that the Financial 
Statements are sufficient to satisfy any applicable SEC requirements for filing 
financial statements (audited or otherwise) in connection with the acquisition  
or in connection with the preparation of the Parent's own financial statements  
on a consolidated basis.                                                        

10. CONDITIONS PRECEDENT TO THE COMPANY'S AND THE STOCKHOLDERS'     
PERFORMANCE. In addition to the fulfillment of the parties' agreements          

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in Section 8 above, the obligations of the Company and the Stockholders to      
consummate the Merger and the other transactions contemplated by this Agreement 
are further subject to the satisfaction, at or before the Closing Date, of all  
of the following conditions, any one or more of which may be waived in writing  
by the Company and the Stockholder Representative:                              

            10.1 Accuracy of Representations and Warranties. All representations
and warranties made by the Parent and the Buyer in this Agreement and/or in any 
written statement delivered by the Parent or the Buyer under this Agreement     
shall be true and correct in all material respects on and as of the Closing Date
as though such representations and warranties were made on and as of that date. 

        10.2 Performance. The Parent and the Buyer shall have performed,
satisfied and complied with all covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Parent or the 
Buyer on or before the Closing Date.                                            

  10.3 Certification. The Stockholders shall have received a
certificate, dated the Closing Date, signed by the Parent and the Buyer,        
certifying, in such detail as the Stockholders and their counsel may reasonably 
request, that the conditions specified in Sections 10.1 and 10.2 above have been
fulfilled.                                                                      

        10.4 Resolutions. The Stockholders shall have received certified
resolutions of the Board of Directors and sole stockholder of the Buyer and of  
the Board of Directors of the Parent, in form reasonably satisfactory to counsel
for the Stockholders, authorizing the Merger and the Parent's and the Buyer's   
execution, delivery and performance of this Agreement and all actions to be     
taken by the Parent and the Buyer hereunder.                                    

         10.5 Opinion of Counsel. The Stockholders shall have received the
favorable opinion of Messrs. Greenberg Traurig, counsel to the Parent and the   
Buyer, as to such matters incident to the transactions contemplated hereby as   
may reasonably be requested by the Stockholders and their counsel.              

            10.6 Working Capital Facility. Upon the execution of this Agreement,
the Parent shall loan to the Company $100,000, as a partial advance of funds    
needed in accordance with the budget set forth on Schedule 10.6 annexed hereto  
and made a part hereof. The loan will be evidenced by a Note bearing interest at
Bank of America prime and shall be payable on demand one year following the date
of its execution. The Company shall be solely liable for the repayment of the   
loan. At closing, Parent shall further advance to the Company $350,000 which    
shall be used by the Company to pay the balance of the indebtedness of the      
Company, calculated to be $450,000 as of September 15, 1999, as set forth in    
Schedule 10.6. It is also acknowledged by the parties that the Company will need
an additional $132,000 on or about September 15, 1999 to cover immediate ongoing
operational expenses, and further funds from time to time as set forth in       
Schedule 10.6.                                                                  

     10.7 Execution and Delivery of Exhibits. The Buyer shall have
executed and delivered to the Company the Articles of Merger, and the Surviving 
Corporation shall have                                                          

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executed and delivered (a) to Scott Rasmussen, Patrick Marker, and Alan Lindsay,
the Employment Agreements, (c) to the Stockholders, the Non-Competition         
Agreement, and (c) the parties shall have executed and delivered the Schedules, 
which shall have been accepted by the other parties hereto.                     

10.8  Stock Options and Company IPO.                    

                  (a) On the Closing Date, the Stockholders and management shall
receive, in the aggregate, stock options to acquire 55,000 shares of the        
ordinary shares of the Parent, exercisable at $10.00 per share for five (5)     
years and on such other terms and conditions as the parties to this Agreement   
shall otherwise agree, such options to be allocated among the Stockholders and  
management in a manner mutually acceptable to the parties to this Agreement.    

             (b) In addition to (and not in lieu of) the provisions of
Section 10.8(a) above, in the event that the Parent shall effect an initial     
public offering pursuant to a registration statement declared effective by the  
SEC of shares of capital stock of the Company (a "Company IPO"), the            
Stockholders shall be entitled to receive as additional consideration shares of 
common stock of the Surviving Corporation as shall be equal to ten (10%) percent
of the number of shares of capital stock as shall be owned by the Parent        
immediately prior to the Company IPO.                                           

                 (c) In the event that there shall not be a Company IPO within
three (3) years of Closing, commencing with the fourth year after the Closing   
and continuing thereafter until such time as the Surviving Corporation is sold  
or otherwise disposed of or the Company IPO shall occur, (i) the Company shall  
pay to the Stockholders ten percent (10%) of the gross sales price of the       
Surviving Corporation should it be sold at any time commencing with that fourth 
year and (ii) the Company shall pay to the Stockholders, in the proportions set 
forth in Schedule 10.8(c), the aggregate sum of ten percent (10%) of the net    
operating income after taxes of the Surviving Corporation for each year         
commencing with the fourth year after the Closing, such amounts to be payable   
within thirty (30) days after the end of each calendar quarter.                 

            10.9 Proceedings and Instruments Satisfactory. All proceedings to be
taken in connection with the transactions contemplated by this Agreement, and   
all documents incidental thereto, shall be reasonably satisfactory in form and  
substance to the Stockholders and their counsel.                                

11.   CLOSING.                                                      

      11.1 Place and Date of Closing. Unless this Agreement shall be
terminated pursuant to Section 12 below, the consummation of the transactions   
contemplated by this Agreement (the "Closing") shall take place at the offices  
of Greenberg Traurig, counsel to the Parent and the Buyer, located at 200 Park  
Avenue, New York, New York 10166, or such other location as is agreed to between
the parties, at 9:00 A.M. local time on or before September 15, 1999, or such   
later date (not later than September 30, 1999) as may be reasonably agreeable to
all parties (the date of the Closing being referred to in this Agreement as the 
"Closing Date").                                                                

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           11.2 Actions at Closing. On the Closing Date, simultaneous with the
Closing, the Buyer and the Company shall file or cause to be filed the Articles 
of Merger with the Secretary of State of Washington. At the Closing, there shall
be made, by all necessary and appropriate persons, all payments and deliveries  
stated in this Agreement to be made at the Closing and/or on or prior to the    
Closing Date.                                                                   

12.   TERMINATION OF AGREEMENT.                                     

           12.1 General. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing: (a) by   
the mutual written consent of the Company, the Stockholders or Stockholder      
Representative, the Buyer and the Parent; (b) by the Buyer and the Parent, or by
the Company and the Stockholders or Stockholder Representative, if: (i) a       
material breach shall exist with respect to the written representations and     
warranties made by the other party or parties, as the case may be, (ii) the     
other party or parties, as the case may be, shall take any action prohibited by 
this Agreement, if such actions shall or may have a material adverse effect on  
the Company and/or the transactions contemplated hereby, (iii) the other party  
or parties, as the case may be, shall not have furnished, upon reasonable notice
therefor, such certificates and documents required in connection with the       
transactions contemplated hereby and matters incidental thereto as it or they   
shall have agreed to furnish, and it is reasonably unlikely that the other party
or parties will be able to furnish such item(s) prior to the Outside Closing    
Date specified below, or (iv) any consent of any third party to the transactions
contemplated hereby (whether or not the necessity of which is disclosed herein  
or in any Schedule hereto) is reasonably necessary to prevent a default under   
any outstanding material obligation of the Parent, the Buyer, the Stockholders  
or the Company, and such consent is not obtainable without material cost or     
penalty (unless the party or parties not seeking to terminate this Agreement    
agrees or agree to pay such cost or penalty); or (c) by the Buyer and the       
Parent, or by the Company and the Stockholder Representative (as defined below),
at any time on or after September 30, 1999 (the "Outside Closing Date"), if the 
transactions contemplated hereby shall not have been consummated prior thereto, 
and the party directing termination shall not then be in breach or default of   
any obligations imposed upon such party by this Agreement.                      

       12.2 Effect of Termination. In the event of termination of this
Agreement pursuant to this Section 12, no party to this Agreement shall have any
further liability to the other, except as provided in Section 8.1 above. In the 
event of termination by either party as above provided in this Section 12,      
prompt written notice shall be given to the other party.                        

13.   INDEMNIFICATION.                                              

13.1 General.                                           

                (a) Without prejudice to any rights of contribution as among
any or all of the Stockholders, from and after the Closing Date, the            
Stockholders shall jointly and severally defend, indemnify and hold harmless the
Parent and the Buyer from, against and in respect of any and all claims, losses,
costs, expenses, obligations, liabilities, damages, recoveries and              

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deficiencies (but in no event special or consequential damages), including      
interest, penalties and reasonable attorneys' fees, that the Parent or the Buyer
may incur, sustain or suffer ("Losses") as a result of any breach of, or failure
by any of the Stockholders to perform, any of the representations, warranties,  
covenants or agreements of the Stockholders contained in this Agreement or in   
any Schedule(s) furnished by or on behalf of the Stockholders under this        
Agreement, except that the Stockholders other than the Principal Stockholder    
shall only be liable with respect to breach of representations or warranties in 
Section 4 of this Agreement or for any breach by any such Stockholder of any    
covenant or agreement of such Stockholder in this Agreement.                    

                 (b) From and after the Closing Date, the Parent and the Buyer
shall jointly and severally defend, indemnify and hold harmless the Stockholders
from, against and in respect of any and all claims, losses, costs, expenses,    
obligations, liabilities, damages, recoveries and deficiencies (but in no event 
special or consequential damages), including interest, penalties and reasonable 
attorneys' fees, that any of the Stockholders may incur, sustain or suffer as a 
result of any breach of, or failure by the Parent or the Buyer to perform, any  
of the representations, warranties, covenants or agreements of the Parent or the
Buyer contained in this Agreement.                                              

13.2  Limitations on Certain Indemnity.                 

                (a) Notwithstanding any other provision of this Agreement to
the contrary, except with respect to any Losses involving proven fraud by any   
Stockholder, none of the Stockholders shall be liable to the Parent or the Buyer
with respect to Losses unless and then only to the extent that the aggregate    
amount of all Losses incurred by the Parent and/or the Buyer and not paid for by
applicable insurance shall exceed the sum of $10,000 (the "Basket").            

                (b) Notwithstanding any other provision of this Agreement to
the contrary, except with respect to any Losses involving proven fraud by any   
Stockholder, none of the Stockholders shall be liable to the Parent or the Buyer
with respect to Losses (i) unless the condition set forth in Section 13.2(a) is 
satisfied, and in all cases subject to the limitation with respect to           
Stockholders other than the Principal Stockholder set forth in Section 13.1(a)  
above and the limitations with respect to all Stockholders set forth in Sections
13.2(c) and 13.2(d) below.                                                      

                (c) Except with respect to any Losses involving proven fraud
by any Stockholder, no Stockholder shall be required to pay indemnification     
hereunder in excess of that Stockholder's proportionate share of the            
consideration paid by the Buyer for the Stock, calculated as the sum of         
$4,500,000 multiplied by that Stockholder's percentage of the ordinary shares of
the Parent issued by the Parent to the Stockholders, in the aggregate, on the   
Closing.Date. Each Stockholder shall have the right to satisfy that             
Stockholder's indemnification obligations, if any, under this Agreement by      
delivering to the Parent certificates evidencing ordinary shares of the Parent, 
with stock powers duly completed provided, that for purposes thereof, the Parent
Shares shall be valued at the same value per share utilized for purposes of     
Section 2.1 above (subject to arithmetic adjustment in the event of any stock   
split, stock                                                                    

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dividend, recapitalization or other such event which may occur at any time or   
from time to time after the Closing Date with respect to such common stock).    

     (d) The Parent and the Buyer shall be entitled to
indemnification (i) by the Principal Stockholder for Losses only in respect of  
claims for which notice of claim shall have been given to the Stockholder on or 
before December 31, 2001, or, with respect to Losses relating to a breach of any
warranties under Section 5.6 above, the expiration of the final statute of      
limitations for those tax returns and/or tax reports covered by the warranties  
under Section 5.6 above, (ii) by each of the Stockholders with respect to claims
of breach of any agreement or covenant in this Agreement only through the later 
of December 31, 2001 or sixty (60) days after the expiration of the applicable  
agreement or covenant, and (iii) by each of the Stockholders in respect of      
breach of any representation or warranty set forth in Section 4; indefinitely;  
provided, however, that the Buyer shall not be entitled to indemnification      
hereunder in the event that the subject claim for indemnification relates to a  
third-party claim and the Buyer delayed giving notice thereof to the Principal  
Stockholder to such an extent as to cause material prejudice to the defense of  
such third-party claim.                                                         

         13.3 Claims for Indemnity. Whenever a claim shall arise for which
any party shall be entitled to indemnification hereunder, the indemnified party 
shall notify the indemnifying party in writing within thirty (30) days of the   
indemnified party's first receipt of notice of, or the indemnified party's      
obtaining actual knowledge of, such claim, and in any event within such shorter 
period as may be necessary for the indemnifying party or parties to take        
appropriate action to resist such claim. Such notice shall specify all facts    
known to the indemnified party giving rise to such indemnity rights and shall   
estimate (to the extent reasonably possible) the amount of potential liability  
arising therefrom. If the indemnifying party shall be duly notified of such     
dispute, the parties shall attempt to settle and compromise the same or may     
agree to submit the same to arbitration or, if unable or unwilling to do any of 
the foregoing, such dispute shall be settled by appropriate litigation, and any 
rights of indemnification established by reason of such settlement, compromise, 
arbitration or litigation shall promptly thereafter be paid and satisfied by    
those indemnifying parties obligated to make indemnification hereunder.         

       13.4 Right to Defend. If the facts giving rise to any claim for
indemnification shall involve any actual or threatened action or demand by any  
third party against the indemnified party or any of its Affiliates, the         
indemnifying party or parties shall be entitled (without prejudice to the       
indemnified party's right to participate at its own expense through counsel of  
its own choosing), at their expense and through a single counsel of their own   
choosing, to defend or prosecute such claim in the name of the indemnifying     
party or parties, or any of them, or if necessary, in the name of the           
indemnified party. In any event, the indemnified party shall give the           
indemnifying party advance written notice of any proposed compromise or         
settlement of any such claim. If the remedy sought in any such action or demand 
is solely money damages, the indemnifying party shall have fifteen (15) days    
after receipt of such notice of settlement to object to the proposed compromise 
or settlement, and if it does so object, the indemnifying party shall be        
required to undertake, conduct and control, though counsel of its               

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own choosing and at its sole expense, the settlement or defense thereof, and the
indemnified party shall cooperate with the indemnifying party in connection     
therewith.                                                                      

14. POST-CLOSING EVENTS.                                            

     14.1 Bank Accounts. Upon the consummation of the transactions
pursuant to this Agreement, the Stockholders shall cooperate with the Buyer to  
promptly modify to the Buyer's satisfaction the signatory and access            
arrangements for all bank accounts and safe deposit boxes maintained by or in   
the name of the Company.                                                        

           14.2 Guaranteed Obligations. To the extent that the Buyer does not,
at the time of Closing, pay or discharge those Company obligations guaranteed by
any of the Stockholders and/or any of their respective Affiliates (as disclosed 
in part (iv) of Schedule 5.4(b)), or obtain written releases of the Stockholders
and their Affiliates in respect of such guarantees, then (a) the Buyer shall    
defend, indemnify and hold harmless the Stockholders and their Affiliates from  
and against any claims or liabilities thereunder with respect to obligations    
thereunder for periods from and after the Closing Date, and (b) the Buyer shall 
use its best efforts to promptly obtain written releases of the Stockholders and
their Affiliates in respect of their guarantees of such leases or other         
obligations (provided that, to obtain such releases, the Buyer will not be      
required to incur any material expense or additional obligations other than     
providing its and/or the Parent's guarantee of the subject leases or other      
obligations ); provided, however, that nothing contained in this Section 14.2   
shall be deemed to abrogate the requirement for the Buyer to cause the          
repayment, on or prior to the Closing Date, of that indebtedness of the Company 
described in Section 10.6 above.                                                

         14.3 1999 Tax Payments. The income of the Company for 1999 shall,
for tax reporting purposes, be prorated between the Stockholders (on the one    
hand) and the Buyer (on the other hand) based on the number of days elapsed     
through the Closing Date. The Stockholders shall be responsible for reporting   
their applicable shares of the Company's 1999 income as aforesaid, and for the  
payment of all income taxes thereon.                                            

          14.4 Further Assurances. From time to time from and after the date
hereof, the parties will execute and deliver to one another any and all further 
agreements, instruments, certificates and other documents as may reasonably be  
requested by any other party in order more fully to consummate the transactions 
contemplated hereby, and to effect an orderly transition of the business being  
acquired by the Buyer hereunder.                                                

      14.5 Registration Rights, etc. Notwithstanding anything to the
contrary contained in this Agreement, at the Principal Stockholder's request,   
such request to be made no earlier than thirty (30) days after the Closing, the 
Parent shall use its commercially reasonable best efforts to cause a            
registration statement on Form F-1 or such other Form as may then be available  
to the Parent, to be filed with, and declared effective by, the U.S. Securities 
Exchange Commission, to permit the sale by the Principal Stockholder of American
Depositary Shares representing 91,884 ordinary shares of Parent stock acquired  
in this transaction, provided that the Principal Stockholder shall enter into   
customary agreements in connection with any such                                

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registration (including customary indemnifications, etc.). The parties          
acknowledge and agree that, unless otherwise agreed by the Parent, the Parent   
shall be obligated to seek to register or permit the sale or transfer of no more
than 30,628 of the Principal Stockholder's ADSs acquired through this Agreement 
during the period from the Closing Date through the first anniversary of the    
Closing, no more than an additional 30,628 ADSs so acquired for sale during the 
period from the first anniversary of the Closing through the second anniversary 
of the Closing, and no more than an additional 30,628 ADSs so acquired for sale 
during the period commencing after the second anniversary of the Closing.       

15..  COSTS.                                                        

 15.1 Finder's or Broker's Fees. Each of the Buyer and the
Stockholders represents and warrants that neither they nor any of their         
respective Affiliates have dealt with any broker or finder in connection with   
any of the transactions contemplated by this Agreement, except for Security     
Capital Trading, Inc. ("Security") and no broker or other person is entitled to 
any commission or finder's fee in connection with any of these transactions     
except for Security, which shall be entitled to be paid at Closing a commission 
equal to 5% of the stock of the Parent being issued at the Closing, one-half of 
which commission shall be paid by the Parent and one-half of which commission   
shall be paid, jointly and severally, by the Stockholders.                      

            15.2 Expenses. The Parent, the Buyer and the Stockholders shall each
pay all costs and expenses incurred or to be incurred by them, respectively, in 
negotiating and preparing this Agreement and in closing and carrying out the    
transactions contemplated by this Agreement. Without limitation of the          
foregoing, no expenses attributable to any of the Stockholders shall be charged 
to or paid by the Company.                                                      

16.   FORM OF AGREEMENT.                                            

            16.1 Effect of Headings. The Section headings used in this Agreement
and the titles of the Schedules hereto are included for purposes of convenience 
only, and shall not affect the construction or interpretation of any of the     
provisions hereof or of the information set forth in such Schedules.            

    16.2 Entire Agreement; Waivers. This Agreement and the other
agreements and instruments referred to herein constitute the entire agreement   
between the parties pertaining to the subject matter hereof, and supersede all  
prior agreements or understandings as to such subject matter. No party hereto   
has made any representation or warranty or given any covenant to the other      
except as set forth in this Agreement, the Schedules hereto, and the other      
agreements and instruments referred to herein. No waiver of any of the          
provisions of this Agreement shall be deemed, or shall constitute, a waiver of  
any other provisions, whether or not similar, nor shall any waiver constitute a 
continuing waiver. No waiver shall be binding unless executed in writing by the 
party making the waiver.                                                        

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           16.3 Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original, but all  
of which together shall constitute one and the same instrument.                 

17.   PARTIES.                                                      

        17.1 Stockholder Representative. Each of the Stockholders hereby
irrevocably appoints the Principal Stockholder as his or her authorized         
representative (the "Stockholder Representative") to execute and deliver any and
all waivers, amendments, modifications, consents or other writings and actions  
under or in respect of this Agreement from time to time, provided that such     
Stockholder Representative shall not have authority, absent the written consent 
of all of the Stockholders, (a) to modify the amount of Merger Consideration    
payable to the Stockholders pursuant to Section 2.1 above, or (b) to increase   
any Stockholder's liability for indemnification under Section 13 above. The     
Principal Stockholder hereby irrevocably accepts such appointment. Subject to   
such limitation, any amendment, modification, waiver, consent or other writing  
executed by the Stockholder Representative shall be fully binding upon all of   
the Stockholders in accordance with its terms.                                  

    17.2 Parties in Interest. Nothing in this Agreement, whether
expressed or implied, is intended to confer any rights or remedies under or by  
reason of this Agreement on any persons other than the parties to it and their  
respective heirs, executors, administrators, personal representatives,          
successors and permitted assigns, nor is anything in this Agreement intended to 
relieve or discharge the obligations or liability of any third persons to any   
party to this Agreement, nor shall any provision give any third persons any     
right of subrogation or action over or against any party to this Agreement.     

17.3 Notices. All notices, requests, demands and other  
communications under this Agreement shall be in writing and shall be deemed to  
have been duly given on the date of service or telecopy if served personally on 
the party to whom notice is to be given or telecopied to such party at its      
telecopier number indicated below, on the day after the delivery thereof to a   
recognized overnight courier service for next-day delivery with all charges     
prepaid or billed to the account of the sender, or on the third day after       
mailing if mailed to the party to whom notice is to be given, by first class    
mail, registered or certified, postage prepaid, and properly addressed as       
follows:                                                                        

(a)   If to the Company or the Stockholders:

        c/o Scott Rasmussen Research Sales, Inc.
d/b/a Rasmussen Research    
3201 Sandalwood Drive           
Waxhaw, North Carolina 28173    
Telecopier No.: (704) 843.2088  

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 with a copy sent concurrently to:

Smoot & Pitts                   
15-C Lafayette Place            
Post Office Drawer 23439        
              Hilton Head Island, South Carolina  29925-3439
 Attention: William M. Smoot, Esq.
Telecopier No.: (843) 681-3204  

(b)   If to the Buyer or Parent:            

TownPagesNet.com plc.           
11 Market Square                
Alton, Hampshire                
GU34 1 HD, England              

Attention: Andrew Lyndon-Skaggs 

   Telecopier No.: 011-44-1420-541-322

 with a copy sent concurrently to:

Greenberg Traurig, P.A.         
200 Park Avenue, 15th floor     
New York, New York 10166        
    Attention: Andrew J. Cosentino, Esq.
Telecopier No.: (212) 801-6400  

                 or to such other address or telecopier number as either party
shall have specified by notice in writing given to the other party.             

18.   MISCELLANEOUS.                                                

          18.1 Amendments and Modifications. No amendment or modification of
this Agreement or any Schedule hereto shall be valid unless made in writing and 
signed by or on behalf of the party to be charged therewith.                    

          18.2 Non-Assignability; Binding Effect. Neither this Agreement, no
any of the rights or obligations of the parties hereunder, shall be assignable  
by any party hereto without the prior written consent of all other parties      
hereto, provided that the Buyer may, at any time and from time to time, without 
requirement of any consent from any of the Stockholders, assign any and all of  
its rights and remedies for indemnification hereunder to any financial          
institution(s) providing financing to the Buyer from time to time. Otherwise,   
this Agreement shall be binding upon and shall inure to the benefit of the      
parties hereto and their respective heirs, executors, administrators, personal  
representatives, successors and permitted assigns.                              

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           18.3 Governing Law; Jurisdiction. This Agreement shall be construed
and interpreted and the rights granted herein governed in accordance with the   
laws of the State of Washington applicable to contracts made and to be performed
wholly within such State. Except as otherwise provided in Section 13.3 above,   
and/or in respect of any claim for specific performance or other equitable      
relief, any claim, dispute or controversy arising under or in connection with   
this Agreement or any actual or alleged breach hereof shall be settled          
exclusively by arbitration to be held before a single arbitrator in King County,
Washington, or in any other locale or venue as legal jurisdiction may otherwise 
be had over the party against whom the proceeding is commenced, in accordance   
with the commercial arbitration rules of the American Arbitration Association   
then obtaining. As part of his or her award, the arbitrator shall make a fair   
allocation of the fee of the American Arbitration Association, the cost of any  
transcript, and the parties' reasonable attorneys' fees, taking into account the
merits and good faith of the parties' claims and defenses. Judgment may be      
entered on the award so rendered in any court having jurisdiction. Any process  
or other papers hereunder may be served by registered or certified mail, return 
receipt requested, or by personal service, provided that a reasonable time for  
appearance or response is allowed.                                              

        18.4 Condition Precedent to Closing. (a) The parties acknowledge
that the Exhibits and Schedules as well as certain provisions of this Agreement 
need to be completed or resolved prior toClosing. The parties are executing and 
delivering this Agreement without attaching the forms of Exhibits and Schedules,
but undertake to use their respective best efforts to complete the same         
promptly. In the event the parties are unable to complete or resolve these      
issues and deliver Exhibits and Schedules which are accepted by all parties     
hereto prior to the Closing Date, either party may terminate this Agreement and 
this Agreement shall be deemed to be void ab initio.                            

           (a) Further, the parties acknowledge that the Principal
Stockholder is the sole signatory to this Agreement at this time but that it is 
a condition to Closing that all Stockholders execute this Agreement. Should any 
Stockholder refuse to execute this Agreement and/or deliver his stock in the    
Company at Closing, the written Agreement shall terminate.                      

                [SIGNATURE PAGES FOLLOW]

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                      IN WITNESS  WHEREOF,  the parties have  executed  this

Agreement on and as of the date first set forth above.                          

        Parent:     TownPagesNet.com plc

                        By: ____________________________________________
                            Stephen   Hall,    Chief   Operating Officer

               Buyer:      Rasmussen Acquisition Corp.

                        By: ____________________________________________
                     Stephen Hall, Chief Operating Officer

              Company:    Research Sales, Inc. d/b/a
                  Rasmussen Research

                        By: ____________________________________________
          Scott Rasmussen, President

Stockholders:           

                        ________________________________________________
           Scott Rasmussen

                        ________________________________________________
            William F. Rasmussen

                        ________________________________________________
              Louie R. and Lynn S. Van Hollebeke

INFOMATE SYSTEMS, INC.  

                        By:_____________________________________________
Timothy P. Mate   

                        ________________________________________________
     Todd A. Barnett

                        ________________________________________________
    John C. Blasko

                        ________________________________________________
           James W. Potter and Luana L. Potter

                        ________________________________________________
 Peter Grimm

                        ________________________________________________
               Christopher and Charlotte Van Hollebeke

                        ________________________________________________
             Ronald J. Van Hollebeke

                        ________________________________________________
                    Charles M. and Theresa L. Holt

                        ________________________________________________
    Arthur Wheeler

                        ________________________________________________
       Patrick J. Marker

                        ________________________________________________
    Elton G. Welke

                        ________________________________________________
Tom Wilson

                        ________________________________________________
Tom Moran

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘6-K’ Filing	Date	First	Last	Other Filings

	12/31/01	23
Filed on:	1/27/00			6-K
For Period End:	12/31/99			20-F, 6-K, NT 20-F
	9/30/99	20	21	6-K, 6-K/A, NT 10-Q
	9/15/99	19	20
	8/31/99	5
	7/31/99	5		6-K
	4/30/99	13		424B1
	12/31/98	6
				List all Filings

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Filing Submission 0000911420-00-000022 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Townpagesnet Com PLC – ‘6-K’ for 12/31/99 – EX-4.1

On: Thursday, 1/27/00 · For: 12/31/99 · Accession #: 911420-0-22 · File #: 1-14957

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Report of a Foreign Private Issuer — Form 6-KFiling Table of Contents

EX-4.1 — Agreement and Plan of MergerExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Report of a Foreign Private Issuer — Form 6-K
Filing Table of Contents

EX-4.1 — Agreement and Plan of Merger
Exhibit Table of Contents