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VI Group PLC · 20-F · For 12/31/02 · EX-4.(A)

Filed On 6/30/03 10:31am ET · SEC File 1-31469 · Accession Number 1015402-3-2566

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/30/03  VI Group PLC                      20-F       12/31/02    5:196                                    Int'l Electronic..Inc/FA

Annual Report of a Foreign Private Issuer · Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer             90    408K 
 2: EX-4.(A)    Sale and Purchase Agreement                           46    153K 
 3: EX-8        Consulting Agreement                                   1      4K 
 4: EX-12.(A)(II)  Software Licensing Agreement                       55    245K 
 5: EX-12.(A)(III)  Property Lease                                     4      8K

EX-4.(A) · Sale and Purchase Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Buyer Company Purchaser Shareholders
1	1st Page
11	Buyer
27	Company
"	Shareholders
42	Purchaser

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 Sponsored Ads...







STOCK PURCHASE AGREEMENT
------------------------

     THIS  STOCK PURCHASE AGREEMENT dated May 9th 2002 (Agreement") by and among
VERO  INTERNATIONAL,  INC.  a  Delaware  corporation  having  an office at 30150
Telegraph  Road,  Suite  183  Bingham Farms, MI 48025 (hereinafter the "Buyer");
VERO  TOOLING  SOLUTIONS,  INC., an Ontario corporation having an office at 3310
South  Service  Rd,  Burlington, Ontario, (hereinafter the "Company") and STEVEN
WITHERSPOON  of  Dundas, Ontario, ADAM PANCHYSHYN of Burlington, Ontario, Canada
(hereinafter  collectively  the  "Shareholders").                               

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

     WHEREAS,  the  Company is engaged in the business of owning and operating a
distribution  and sale business involving the sale of the CAD/CAM products of VI
Group  plc  in  Canada;  and                                                    

     WHEREAS,  Shareholders  are  all  of  the  Shareholders of the Company; and

     WHEREAS,  Buyer  wishes to purchase, and the Shareholders wishes to sell to
Buyer,  upon  the  terms and conditions hereinafter set forth, all of the issued
and  outstanding  capital  stock  of  the  Company.                             

     NOW,  THEREFORE,  Buyer,  Shareholders  and  the  Company  hereby  agree as
follows:                                                                        

1.   PURCHASE  AND  SALE  OF  STOCK.                                  
-------------------------------                             

          1.1. SALE  OF  STOCK.  Upon  the  terms  and subject to the conditions
----------------                                  
               provided  in  this  Agreement,  the  Shareholders  shall,  at the
               Closing and as of the Closing Date (as said terms are hereinafter
               defined),  convey,  sell,  transfer, assign and deliver to Buyer,
               and  Buyer  shall purchase from the Shareholders in reliance upon
             the  covenants,  agreements,  representations,  warranties  and
               indemnities  of  the  Company and the Shareholders, all of issued
               and  outstanding  capital  stock of the Company consisting of 100
shares  of                                        

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     common  stock  (the  "Stock")  owned  by  Shareholders.

          1.2. CONVEYANCE BY SHAREHOLDERS. To the extent the Shareholders own or
-----------------------------                     
               possess  on  or  after  the Closing Date any properties or assets
               used  in the Company's business or reflected in the Balance Sheet
               (as  hereinafter  defined), Shareholders shall convey and deliver
               such  properties  and assets to Buyer upon Buyer's request at any
               time  on or after the Closing Date without any additional payment
of  consideration  by  Buyer.                     

2.   THE  CLOSING  AND  TRANSFER  OF  STOCK.                          
--------------------------------------                      

          2.1. CLOSING.  The closing ("Closing") with respect to the acquisition
-------                                           
               of  the  Stock  under this Agreement and all other deliveries and
               transactions  contemplated hereby shall take place simultaneously
               with  the execution hereof at 10:00 a.m. on July 1st, 2002 at the
               offices  of  Buyer's  counsel  Messrs. Kleban & Samor, P.C., 2425
               Post Road, Southport, Connecticut 06490 or at such other time and
               place  as may be acceptable to the parties and shall be effective
       as  of  the  date  of  Closing  (the  "Effective  Date").

          2.2. CONSIDERATION.  Buyer shall pay to the Shareholders for the Stock
--------------                                    
               a  purchase  price  (the  "Purchase  Price")  equal to One Dollar
               ($1.00)  Dollar  (Canadian),  payable  by  check  payable  to the
Shareholders.                                     

          2.3. DELIVERY  AT  CLOSING. (a) At the Closing: The Shareholders shall
--------------------                              
               transfer to Buyer the Stock free and clear of any and all claims,
              liens,  encumbrances,  mortgages,  charges.  Security  interest,
               options, preemptive rights, restrictions or any other equities or
  interests  or  imperfections  of  title  whatsoever.

               (b)     Buyer  shall  pay the Purchase Price for the Stock to the
               Shareholders  in accordance with the terms of Section 2.2 hereof.

               (c)     The  Company shall deliver to Buyer a Certificate of Good
Standing  dated  not                              

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               more  than  30  days prior to the Closing Date from the Company's
               jurisdiction  of incorporation and from any other jurisdiction in
               which  it  is  qualified  to  do  business  at  the Closing Date.

               (d)     The  Company  shall  deliver to Buyer a certified copy of
               resolutions  of  the  Shareholders  and Board of Directors of the
               Company  authorizing  this Agreement and the other agreements and
               instruments to be delivered pursuant thereto and the transactions
contemplated  hereby  and  thereby.               

               (e)     The  Company  and  Shareholders and the Company and David
               Goode,  respectively  shall  execute  and  deliver  to each other
               Employment Agreements dated the Closing Date in the forms annexed
  hereto  as  SCHEDULES  2.3(A),  2.3(B)  AND  2.3(C).

               (f)     Each member of the Board of Directors and each officer of
               the  Company,  shall deliver to the Company a written resignation
               as  director  and/or  officer of the Company, as the case may be,
effective  as  of  the  Closing.                  

               (g)      The  Shareholders shall deliver to the Company a release
               of  all  claims  in  the  form  annexed hereto as SCHEDULE 2.3(G)

               (h)     Buyer will deliver to Shareholders at Closing releases of
               Shareholders from all individual liability to Company or to Buyer
or  Buyer's  parent,  VI  Group,  plc  regarding: 

               a.   A  loan  to  the  Company from VI Group plc in the principal
                 amount  of  $250,000,  which  loan  has  been  personally
guaranteed  by  Shareholders;           

               b.   All  personal  liability of Shareholders with respect to any
                    trade  debt  of  the  Company  to  VI  Group  plc  or Buyer;
                    provided,  however,  that  the Company shall not be released
              from its obligations under the aforesaid loan or trade

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              debt,  which  obligations  shall  continue  after  the  Closing.

          2.4. OPINIONS  OF  COUNSEL. At the Closing, the Shareholders and Buyer
---------------------                             
               shall  cause  their  respective  counsel to deliver to each other
               legal  opinions dated the Closing Date substantially in the forms
               annexed  hereto  as  SCHEDULES  2.4(A)  AND  2.4(B) respectively.

3.   REPRESENTATIONS  AND  WARRANTIES  OF  SHAREHOLDERS  AND  THE COMPANY.  The 
-------------------------------------------------------------------   
     Company  and  Shareholders  hereby jointly and severally represent, warrant
     and  agree  as  of  the  date  hereof  and as of the date of the Closing as
follows:                                                              

     3.1. ORGANIZATION  AND  QUALIFICATION  OF  COMPANY.  The  Company  is  duly
---------------------------------------------               
          organized, validly existing and in good standing under the laws of the
          Ontario  of  Canada. The Company has all requisite corporate power and
          authority  to  own  or  lease  all  of  its  assets and to conduct its
          business  in  the  manner and in the places where such business is now
          conducted  by  it.  The  Company  is  not  required to be so licensed,
          qualified or authorized to conduct its business or own its property as
a  foreign  corporation  in  any  other  jurisdiction.      

               The  minute  book of the Company is current and contains current,
          correct  and complete copies of the Charter and Bylaws of the Company,
          including  all amendments thereto and restatements thereof, and of all
          minutes  of meetings, resolutions and other actions and proceedings of
          its  Shareholders  and  Board of Directors and all committees thereof,
        duly  signed  by  an  appropriate  officer,  all  Directors  or  all
          Shareholders.  The  stock  record book of the Company is also current,
          correct  and  complete  and  reflects  the  issuance  of  all  of  the
          outstanding  shares  of  the Company's capital stock since the date of
its  incorporation.                                         

               The  Shareholders  are the record and beneficial owner of all the
issued  and                                                 

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          outstanding  capital stock of the Company and no other person, firm or
          entity  presently  has  or  will have at the Closing Date any interest
whatsoever  in  any  of  such  shares.                      

     3.2. AUTHORITY OF THE COMPANY AND THE SHAREHOLDERS. This Agreement and each
---------------------------------------------               
          of  the agreements and other documents and instruments delivered or to
          be delivered to Buyer pursuant to this Agreement will constitute, when
          so  delivered,  the  valid  and  binding obligation of the Company and
          Shareholders  and  shall  be  enforceable  in  accordance  with  their
          respective  terms.  The  execution,  delivery  and performance of this
         Agreement  and  each  of  the  agreements  and  other  documents  and
          instruments  delivered or to be delivered to Buyer by the Company have
          been  duly  authorized  by all necessary action of the Company and are
within  Company's  corporate  powers.                       

               The  execution, delivery and performance of this Agreement or any
          other  agreement,  document  or  instrument  by  the  Company  or  the
          Shareholders,  does not, and will not, with the passage of time or the
giving  of  notice  or  both:                               

               (a)  result  in  a breach of or constitute a default or result in
          any right of termination or other effect adverse to the Company or the
          Shareholders  under  any  loan  or  credit  agreement,  or  any  other
       agreement,  lease  or  instrument  to  which  the  Company  or  the
          Shareholders  is  a  party  or by which the property of the Company is
bound  or  affected;                                        

               (b)  result  in,  or  require,  the creation or imposition of any
          mortgage,  deed  of  trust,  pledge,  lien, security interest or other
          charge  or  encumbrance  or  claim  of any nature whatsoever on or any
          property  or  assets  now  owned,  leased  or  used  by  the  Company;

               (c)  result  in  or  require  the  creation  or imposition of any
          mortgage,  deed  of  trust,  pledge,  lien  security interest or other
          charge  or  encumbrance  on  the  Stock  or any assets of the Company;

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               (d)  require  any  approval consent or waiver of, or filing with,
any  entity,  private  or  governmental;  or                

               (e)  violate  any  provisions  of  the  Charter or By-Laws of the
Company.                                                    

     3.3. SUBSIDIARIES  AND  INVESTMENTS.  The  Company  has no subsidiaries and
------------------------------                              
          does not own any securities of or other interests in any other entity.

     3.4. CAPITALIZATION.  The  authorized capital stock of the Company consists
--------------                                              
          of unlimited number shares of common stock, no par value, of which 100
          shares are issued and outstanding. The Stock has been duly and validly
       authorized,  and  is  duly  and  validly  issued,  fully  paid  and
          non-assessable.  The  Stock  is  free and clear of any and all claims,
          liens,  pledges, charges, encumbrances, mortgages, security interests,
          options,  preemptive  or  other  rights,  restrictions on transfer, or
          other  interests  or  equities  or  imperfections of title whatsoever.
          There are no other equity securities of the Company outstanding on the
          date  hereof  and  there are no existing warrants, preemptive or other
          rights,  options,  calls, commitments, conversion privileges, or other
          agreements  (all of the foregoing being collectively called "Options")
          obligating  the  Company  to  issue  any  or all of its authorized and
          unissued  capital  stock,  or  any  security  convertible  into and/or
          exchangeable  for  capital  stock  of  the Company. The Company has no
          capital  stock  of  any  class  authorized  or  outstanding  except as
          identified  herein. The Purchased Stock represents, and will represent
          at  Closing,  one hundred (100%) percent of the issued and outstanding
capital  stock  of  the  Company.                           

     3.5. VALID  TITLE  TO PURCHASED STOCK. Shareholders have in accordance with
--------------------------------                            
          SCHEDULE 3.5, and will deliver to Buyer, valid and marketable title to
          the  Stock  at  the  Closing,  free  and  clear  of any claims, liens,
pledges,  charges,  encumbrances,  mortgages,  security     

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          interests,  options,  preemptive  or  other  rights,  restrictions  on
          transfer  or other interests or equities or any other imperfections of
          title whatsoever. Each Shareholder represents and warrants that he has
          full  power and lawful authority to execute and deliver this Agreement
          and  to  consummate  and perform the transactions contemplated hereby;
          and  that  the execution and delivery of this Agreement by him and the
          consummation  and  performance of the transactions contemplated hereby
          by  him  are  and  will be the legal, valid and binding obligations of
          such  Shareholder,  enforceable  against  him in accordance with their
terms.                                                      

3.6. ASSETS.                                                          
------                                                      

               (a)  Title to Assets. Except as set forth on SCHEDULE 3.6(A), the
---------------                         
               Company  is  the  sole  and  exclusive owner of all of the assets
               included  in the Company's Balance Sheet (as hereinafter defined)
               (the  "Company  Assets")  other  than those disposed of since the
               Balance  Sheet  Date  (as  hereinafter  defined)  in the ordinary
               course  of  business  for  full  value;  no other person, firm or
               corporation  has  or will have at Closing any interest whatsoever
               in  any of the Company's Assets; and the Company owns the Company
              Assets,  free  and  clear  of  all  liens,  mortgages,  security
               interests,  encumbrances  or  other  charges  or imperfections of
               title,  and  the  Company  Assets  constitute  all the assets and
               interests  in  assets  that  are  used  in  or  necessary to, the
business  of  the  Company.                       

            (b)  Accounts Receivable. All notes and accounts receivable of
-------------------                     
                    the Company shown on the Balance  Sheet  or  those  acquired
                    thereafter  and not collected prior to the date hereof arose
                    in  the  ordinary  and  normal course of business, represent
                    accounts  validly due for goods sold or services rendered or
validly                                 

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                    incurred indebtedness on the part of those obligated thereon
                    are  or  will  continue  to  be  genuine,  valid,  good  and
         collectible  obligations  owed  to  the  Company.

               (c)  Real  Estate.  With  the  exception  of  the real estate and
------------                            
                    buildings  and improvements thereon which the Company leases
                    at  3310  South Service Rd ("the "Real Estate"), the Company
                    does  not  own or lease any real estate. With respect to the
Real  Estate:                           

                    (i)  A copy of the existing lease for the Real Property (the
                    "Real  Estate Lease") has been delivered to Buyer. Except as
                    specified  on  SCHEDULE  3.6(C),  the  Real  Estate Lease is
                    currently  binding, unmodified and in full force and effect,
                    and  there  are  not  other  material agreements, written or
                    oral,  between  Company  and any third parties regarding the
                    Real  Estate or otherwise relating to Company's use thereof,
                    and  there  are  no defaults by the Company and all material
                    covenants,  conditions,  restrictions,  easements  under the
                    Real  Estate  Lease  have  been  compiled  with  by Company.

                    (ii)  There  are  no  unpaid  rent,  lease payments, utility
                    payments,  taxes assessments (special, general or otherwise)
                    or  charges  or  liabilities  of  any  nature under the Real
                    Estate  Lease  or otherwise affecting the Real Estate or any
portion  thereof.                       

               (d)  Leased  Personal  Property.  All  of  the  personal property
--------------------------              
                    leased by Company is listed on SCHEDULE 3.6(D), and true and
                    complete  copies  of  all  of  the lease documents have been
                    delivered  to  Buyer.  All  material  covenants, conditions,

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                    restrictions,  easements  and  similar matters affecting the
                    leased  property  have  been complied with by Company in all
                    material  respects,  and there does not exist any default or
                    event  that  with  notice  or  lapse of time, or both, would
              constitute  a  default  under  any  of  these  leases.

3.7. CONDUCT  OF  THE  BUSINESS.                                      
--------------------------                                  

          3.7.1.  The  Company is not a party to, or subject to or bound by, nor
               are  any of the Assets subject to or bound by any agreement, oral
               or written, or any judgment, order, writ, injunction or decree of
               any  court or governmental or administrative body which prohibits
           or  adversely  affects,  or  upon  the  consummation  of  the
               transactions  contemplated  hereby,  would  prohibit or adversely
               affect:  (i)  the use of any or all of the assets and property of
               the  Company  necessary  for  operation in the ordinary and usual
               course  of  business;  or  (ii)  the  conduct of its business and
               operations,  in  each case, in all respects in the same manner as
               such  business  has  been  conducted  by  it. The Company has all
               properties  and  rights  necessary  to  conduct  the business and
           operations  of  the  Company  in  all  material  respects  in
               substantially the same manner as such business has been conducted
               by  it  prior  to the date hereof. The business and operations of
               the Company have been, and are being conducted in compliance with
          all  applicable  statutes,  ordinances,  orders,  rules  and
               regulations  of  any  national,  provincial or local governmental
               authority.  The  Company  has  not  failed in any material way to
               comply  with  any law, order or regulation, in any way applicable
               to  or  affecting  the  Company's  business,  of any governmental
               commission,  board  or  agency  or  instrumentality,  domestic or
               foreign,  having jurisdiction over the Company or its operations,
    including,  without  limitation, hiring, wages and the

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               payment  of  withholding  and or other taxes, and the Company has
               not  received  any  actual  written  or  oral  notices  or  other
               communication  from  any  such agency with respect to an alleged,
               actual or potential violation and/or failure of Company to comply
with  any  of  the  foregoing.                    

          3.7.2.  ON OR BEFORE DECEMBER 31, 2002, the Company will fully pay and
               discharge  from its available cash on hand, an existing CN$50,000
loan  owed  to  David  Good.                      

     3.8.     TAXES. The Company has duly made all deposits required by law with
-----                                               
     respect  to  employees'  withholding  taxes  and  has timely filed with all
     appropriate governmental agencies and bodies (whether national, provincial,
     local or foreign) all income, sales, use, license, franchise, excise, gross
     receipts, employment and payroll-related and real and personal property tax
     returns  and  all  other tax returns which were required to be filed by the
     Company  as  of the Closing Date, and has paid, or has established reserves
     (as  required  by generally accepted accounting principles) for the payment
     of,  all  taxes  shown to be due on such returns, except in each case sales
     and  use  taxes  in  those instances where the customers of the Company are
     contractually  obligated  to  pay the tax. The Company has not received any
     notice  of  assessment or deficiency or proposed assessment by the Canadian
     Internal  Revenue  Service or any other taxing authority in connection with
     such  tax  returns  and there is no pending tax examination of or tax claim
     immediately due and payable asserted against the Company or its properties.
     The  Company  has  not consented to a waiver or extension of the statute of
     limitations  for  any assessment of any tax liability for any year with any
     department  of  any  government  responsible  for the administration of tax
     laws. There is no tax lien on any of the Assets, except for liens for taxes
     not  yet  due  and  payable.  Correct and complete copies of all income tax
     returns  filed  by the Company since January 1, 2000 have been delivered to

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Buyer.                                                                

    3.9.      PROPRIETARY RIGHTS; EMPLOYEE RESTRICTION. SCHEDULE 3.09 contains
----------------------------------------          
     a list of all intellectual property rights ("Intellectual Property Rights")
     used in the Company's business or which the Company has exclusive ownership
     of,  or  license to use. The Company has obtained any licenses, releases or
     assignments to use all third parties' Intellectual Property Rights embodied
     in technology, services and/or products of the Company. Neither the present
     business  activities  nor  the  technology, services or products of Company
     infringe on any Intellectual Property Rights of others. The Company has not
     received any notice or other claim from any person or entity asserting that
   any  of  the  Company's  activities  infringe  or  may  infringe  on  any
     Intellectual  Property Rights of such person or entity. The Company has the
     right  to  use,  free  and  clear  of claims or rights of others, all trade
     secrets,  customer  lists,  software and other information, required for or
     incident  to  its  technology,  services  and  products, or its business as
     presently  conducted.  The  Company  is  not  making  unlawful  use  of any
     confidential  information or trade secrets of any past or present employees
     of  the  Company.  Neither  the Company nor any of the key employees of the
     Company  have  any agreements or arrangements with former employers of such
     employees  relating  to  confidential  information or trade secrets of such
employers.                                                            

          For  purposes  hereof, "Intellectual Property Rights" shall be defined
     as  all  copyright  registrations, trademark registrations and applications
     for  registration,  patents  and  patent  applications,  trademarks,  trade
     secrets  or  other  proprietary  rights registered, used or, intended to be
     used,  in  the Company's business as presently conducted, and all licenses,
     assignments  and  leases relating to Intellectual Property Rights of others
  embodied  in  technology,  services  and/or  products  of  the  Company.

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     3.10.     LIST OF CONTRACTS. Except for the  contracts, commitments, plans,
-----------------                                 
     agreements  and  licenses  described  in SCHEDULE 3.10, attached hereto the
     Company is not a party to, nor is any of its assets subject to or otherwise
bound  by,  any:                                                      

     (a)     Collective  bargaining  agreement or any agreement or contract with
any  labor  union  or  other  employees'  association;                

     (b)     Lease or similar agreement regarding any real or personal property;

    (c)     Contract  for  the  future  purchase  of  commodities,  materials,
    inventory,  ingredients,  supplies,  products,  merchandise,  services  or
     equipment,  except  for purchase orders in the ordinary course of business;

     (d)     Bonus,  pension, profit-sharing, retirement or any hospitalization,
     or  insurance  or  similar  plan or practice, formal or informal, in effect
     with  respect  to  employees  of the Company or any other person or entity;

     (e)     Franchise,  dealer,  distribution,  sales  or  agency  contract  or
commitment;                                                           

  (f)     Guarantees  or  indemnities,  direct  or  indirect,  current  or
     contingent,  of  the  obligations  of customers of the Company or any other
person  or  entity;                                                   

     (g)     Contracts with suppliers, vendors, distributors, clients, customers
     or  others  for the future performance of services or provision of goods by
     or  for  Company,  except  for  purchase  orders  in the ordinary course of
business;                                                             

     (h)     Any real estate mortgage, loan or credit agreement with any lender,
     any  indenture,  pledge,  conditional  sale  or  title retention agreement,
     equipment  obligation or real property, lease, or lease purchase agreement;

     (i)     Any  agreement  restricting  the  freedom  of the Company or of its
     employees,  to  compete  in any line of business, in any geographic area or
with  any  person  or  entity;                                        

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  (j)     Agreement  with  the  Shareholders  or  any  present  or  former
   Shareholders,  officer,  director,  employee,  agent  or  consultant;  or

(k)     Any  other  material  contracts  affecting  the  Company.     

          All  the  contracts  and  commitments listed in said SCHEDULE 3.10 are
     valid  and  binding  obligations  of  the  Company  and, to the best of the
     Company's knowledge, of the other parties thereto, in accordance with their
     respective  terms  and  conditions  except  as  set forth on SCHEDULE 3.10.

          There  has been no material breach or default of any provisions of any
     such  contract, commitment, lease or other agreement by the Company, and to
     best  of  the  Company's knowledge, by any other party thereto, and nothing
     has  occurred  which,  with  lapse of time or the giving of notice or both,
     would  constitute  a  material  breach or default by the Company, or to the
     best  of  the Company's knowledge, by any other party thereto, with respect
     to any such contract or commitment or which would cause acceleration of any
     obligation  of  any party thereto or the creation of any lien, encumbrance,
security  interest  in  or  upon  the  Assets.                        

     3.11. LITIGATION. Except as set forth on SCHEDULE 3.11, there is no action,
----------                                                
     suit,  proceeding,  claim  of  any  kind,  audit  by  a  tax  authority  or
     investigation  pending  or  threatened  against  the  Company,  nor has the
     Company  received  any  written  or  oral actual notice of any such action,
     suit,  proceeding,  claim  of  any  kind,  audit  by  a  tax  authority  or
     investigation.  No judgment, order, writ, injunction or decree or award has
     been issued by or requested of any court or governmental agency which might
     result  in  an  adverse  change  in  the  business  or  property, or in the
     condition,  financial  or  otherwise, of the Company or the Assets or which
     might adversely affect the transactions contemplated by this Agreement. The
     Company  has  never  been  subject  to  any  bankruptcy or other insolvency
proceedings.                                                          

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     3.12. ABSENCE OF CHANGES. Since the Balance Sheet Date 30th April 2002, the
------------------                                        
     Company  has conducted its business only in the ordinary course and, except
     as  expressly  permitted or set forth in this Agreement and on the SCHEDULE
3.12,  Company  has  not,  either  directly  or  indirectly:          

          (a)     incurred  any  obligation  or  liability  (absolute,  accrued,
          contingent  or otherwise), other than current liabilities incurred and
obligations  otherwise  permitted  by  this  Agreement;     

          (b)     purchased, sold, assigned, transferred, abandoned or otherwise
          disposed of any assets other than in the ordinary and normal course of
its  business;                                              

          (c)     experienced  any  materially  adverse  change in its financial
position,  assets,  liabilities  or  business;              

          (d)     entered  into  any  transaction other than in the ordinary and
normal  course  of  business;                               

          (e)     entered  into  any compromise or settlement of any litigation,
          proceeding  or  governmental  investigation relating to Company or its
assets,  properties,  rights  or  business;                 

          (f)     suffered  any  damage,  destruction  or  loss  whether  or not
          covered  by  insurance  which  might  materially  adversely affect the
   assets,  property,  business  or  operations  of  the  Company;

          (g)     made or suffered any amendment, modification or termination of
any  material  contract  or  agreement;                     

          (h)     been  in  any labor trouble, difficulty, dispute or organizing
effort  involving  any  employees  of  the  Company;        

          (i)     waived any rights, contractual or otherwise, whether or not in
the  ordinary  course                                       

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of  business;                                               

          (j)     entered into any lease or sublease, pledge or hypothecation of
real  or  personal  property  or  of  any  of  the  assets; 

          (k)     experienced  any  change  in  the  manner  of  conducting  the
business  of  the  Company.                                 

          (l)     issued  any  stock,  bonds,  convertible  securities  or other
          securities,  or  become  obligated  to  issue  any  such securities or
          granted  any  stock  options,  warrants, calls, conversion privileges,
 commitments  or  rights  with  respect  to  such  securities;

          (m)     declared, set aside or paid any dividend on, or made any other
          distribution  in  respect of, the capital stock of Company or made any
          direct  or  indirect  redemption,  purchase  or  other  acquisition by
          Company of its own capital stock (or any agreement under which Company
has  become  obligated  to  do  any  of  the  foregoing)    

          (n)     entered  into  any compromise or settlement of any litigation,
          proceeding  or  governmental  investigation relating to Company or its
assets,  properties,  rights  or  business;                 

(o)     made  any  loans  to  any  party;                   

        (p)     formed  any  subsidiaries  or  merged  or  consolidated,  or
       obligated  itself  to  do  so,  with  or  into  any  other  entity;

          (q)     repaid any loans or other advances from stockholders or repaid
          any  indebtedness  of  the  Company  for  which  any stockholder was a
          guarantor  or  was  otherwise  directly or indirectly liable except as
provided  in  Section  3.7.2;                               

          (r)     paid  or discharged any lien or liability of Company which was
          not  shown  on the Balance Sheet or incurred in the ordinary course of
business  thereafter;  or                                   

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          (s)     incurred  any  obligation or liability on behalf of Company to
          any  of its officers, directors, employees or stockholders. including,
          without limitation, any increase in compensation or bonuses payable to
          such officers, directors or employees or any loans or advances made by
          Company  to  any of its officers, directors, employees or stockholders
          except  normal  compensation  and  expense  allowances payable to such
       persons  in  the  ordinary  course  of  business  of  the  Company.

     3.13.  EMPLOYEE  BENEFITS.  Company has neither established, nor maintains,
-------------------                                     
          nor  is  obligated  to  make  contribution  to  or  under or otherwise
          participate  in, (a) any bonus or other type of incentive compensation
          plan,  program, agreement, policy, commitment, contract or arrangement
          (whether  or  not  set  forth in a written document); (b) any pension,
          profit-sharing,  retirement  or other plan, program or arrangement; or
 (c)  any  other  employee  benefit  plan,  fund  or  program.

                    The  Company  has complied in all material respects with all
          applicable  laws,  rules  and  regulations of governmental agencies or
          authorities relating to the employment of labor in connection with the
          operation  of  its  business,  and  those  relating  to  wages, hours,
          collective  bargaining, unemployment insurance, workers' compensation,
          equal employment opportunity and the payment and withholding of taxes,
including  income  and  social  security  taxes.            

3.14 GOVERNMENTAL  AND  OTHER  APPROVALS.  All  requisite  consents,  
-----------------------------------                         
          authorizations,  licenses, permits, orders, certificates and approvals
          of  all  governmental  authorities  or other parties necessary for the
          Company  to consummate the transactions contemplated by this Agreement
          will  be  obtained  as  of  the  time  of Closing. The Company has all
          consents, licenses, permits, registrations, approvals and certificates
required  under  applicable  law  or                        

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          regulation,  necessary  to  the  ownership of all of the Assets of the
          Company  and  necessary  to the operation of the Company's business as
          presently conducted and as presently contemplated. The Company and its
        operations  have  conformed  and  presently  conform  to  all  laws,
          ordinances,  requirements,  regulations  or orders, including, without
          limitation,  those  relating  to  fair  labor practices and standards,
        equal  employment  practices,  or  occupational  safety  and  health
          applicable  to the conduct of the Company's business and the ownership
and  management  of  any  of  its  property.                

3.15 ENVIRONMENTAL  MATTERS.                                          
-----------------------                                     

          (a)  The  property,  assets and operations of the Company are and have
               been  in  compliance in all material respects with all applicable
              Environmental  Laws;  there  are  and  have  been  no  hazardous
               materials  stored,  handled  or otherwise located in, on or under
               any  of  the  property  occupied  by the Company or assets of the
               Company,  including,  the  groundwater;  and  there  have been no
               releases  or threatened releases of hazardous materials in, on or
               under  any  property occupied by the Company adjoining any of the
               property  or assets of the Company. The Company has not stored or
               caused  to  be  stored any hazardous materials on or under any of
               the property or assets of the Company, including the groundwater,
               other than in compliance with Environmental Laws; and the Company
               has not generated, released or discharged any hazardous materials
     other  than  in  compliance  with  Environmental  Laws.

          (b)  The  Company has no present or contingent liability in connection
               which  the presence either on or off the property occupied by the
               Company  or  assets  of the Company of any hazardous materials in
the  environment  or  any  release  or            

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           threatened  release  of  any  hazardous  materials  into  the
               environment,  or any other liability under any environmental law.
               "Environmental Laws" shall mean any material, provincial or local
             law,  common  law  doctrine,  rule,  order,  decree,  judgment,
         injunction,  license,  permit  or  regulation  relating  to
               environmental  matters,  including  those pertaining to land use,
               air, soil, surface water, ground water (including the protection,
               cleanup,  removal,  remediation  or  damage  thereof),  public or
               employee  health  or  safety  or  any other environmental matter,
               together  with  any other laws relating to emissions, discharges,
               releases  or threatened releases of any pollutant or contaminant.

     3.16 BROKERS'  AND  FINDERS'  FEES The Company and Shareholders jointly and
-----------------------------                               
          severally  (i) represent that no finder or broker, has acted on behalf
          of  the  Company or Shareholders in connection with the negotiation or
          consummation of this Agreement or any of the transactions contemplated
          hereby  and  (ii) agree to indemnify and to hold the Buyer harmless of
          and from any liability for commission or compensation in the nature of
          a  finder's  fee to any broker or finder for which the Company, or any
          of  its employees or representatives, or Shareholders are responsible.

     3.17 LABOR RELATIONS. The Company is in compliance in all respects with all
----------------                                            
          applicable  laws respecting employment and employment practices and is
          not  engaged in any unfair labor practice (a) there is no unfair labor
          practice  complaint  against  the  Company  pending or threatened; (b)
          there  are  no  discrimination charges pending before any governmental
          agency  or authority; (c) there is no labor strike or similar material
          dispute  pending  or  threatened  against the Company; (d) there is no
          pending  representation  question  involving and attempt to organize a
    bargaining  unit  including  any employees of the Company and no

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          labor grievance has been filed within the past twelve (12) months; and
          (e)  there  is  no outstanding claim against the Company by any person
          who  is  now  or has been an officer or employee of the Company or, to
          the  best of Shareholders' knowledge, any circumstances which may give
          rise  to  any such claim. The Company is not a party to any collective
          bargaining  agreement  nor  is  any  such  agreement  currently  being
negotiated  by  the  Company.                               

     3.18 FINANCIAL  STATEMENTS.  SELLER  HAS DELIVERED TO BUYER: (A) AN AUDITED
---------------------                                       
          BALANCE SHEET OF THE COMPANY AS AT JUNE 30, 2002, (INCLUDING THE NOTES
        THERETO,  THE  "BALANCE  SHEET"),  AND  (B)  THE  RELATED  UNAUDITED
          STATEMENTS  OF  INCOME, CHANGES IN SHAREHOLDERS' EQUITY AND CASH FLOWS
          FOR  THE  COMPANY'S FISCAL YEAR THEN ENDED, INCLUDING IN EACH CASE THE
          NOTES  THERETO,  CERTIFIED  BY  SELLER'S  CHIEF  FINANCIAL OFFICER AND
          REVIEWED  BY  THE  COMPANY'S ACCOUNTANTS, GOODMAN & GOODMAN. COPIES OF
          SUCH  FINANCIAL  STATEMENTS  ARE ANNEXED HERETO AS SCHEDULE 3.18. SUCH
          FINANCIAL  STATEMENTS  FAIRLY  PRESENT THE FINANCIAL CONDITION AND THE
          RESULTS  OF OPERATIONS, CHANGES IN SHAREHOLDERS' EQUITY AND CASH FLOWS
          OF  THE  COMPANY  AS  AT  THE  RESPECTIVE DATES OF AND FOR THE PERIODS
          REFERRED TO IN SUCH FINANCIAL STATEMENTS, ALL IN ACCORDANCE WITH GAAP,
          WITH  THE  EXCEPTION  THAT  THE  SAME  ARE  UNAUDITED.  THE  FINANCIAL
          STATEMENTS  REFERRED  TO IN THIS SECTION 3.18 REFLECT AND WILL REFLECT
          THE  CONSISTENT  APPLICATION  OF SUCH ACCOUNTING PRINCIPLES THROUGHOUT
          THE  PERIODS  INVOLVED,  EXCEPT  AS  DISCLOSED  IN  THE  NOTES TO SUCH
          FINANCIAL  STATEMENTS.  THE FINANCIAL STATEMENTS HAVE BEEN AND WILL BE
          PREPARED  FROM  AND  ARE  IN ACCORDANCE WITH THE ACCOUNTING RECORDS OF
SELLER.                                                     

   3.19 NO  UNDISCLOSED  LIABILITIES  THE  COMPANY  HAS  NO  LIABILITIES  OR
----------------------------                                
          OBLIGATIONS  OF  ANY  NATURE  (WHETHER  KNOWN  OR  UNKNOWN AND WHETHER
ABSOLUTE, ACCRUED, CONTINGENT, OR                           

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          OTHERWISE) EXCEPT FOR LIABILITIES OR OBLIGATIONS REFLECTED OR RESERVED
          AGAINST  IN  THE BALANCE SHEET AND CURRENT LIABILITIES INCURRED IN THE
          ORDINARY  COURSE  OF  BUSINESS  SINCE  THE  DATE THEREOF AND WHICH ARE
LISTED  IN  SCHEDULE  3.19  ANNEXED  HERETO.                

     3.20 DISCLOSURE.  No  representation  or  warranty in this Section 3 and no
----------                                                  
          statement  contained  elsewhere  in this Agreement or in any Schedule,
          Exhibit, Certificate or other document furnished or to be furnished to
        Buyer  pursuant  hereto  or  in  connection  with  the  transactions
          contemplated  under  this Agreement contains any untrue statement of a
          material  fact or omits or will omit any material fact the omission of
which  would  be  materially  misleading.                   

4.   REPRESENTATIONS  AND  WARRANTIES  BY  BUYER.                               
-------------------------------------------                           

     As  of  the date hereof and as of the date of the Closing, Buyer represents
and  warrants  as  follows:                                                     

  4.1. ORGANIZATION,  STANDING,  CAPITALIZATION,  ETC..  The  Buyer  is  a
-----------------------------------------------             
     corporation duly organized, validly existing and in good standing under the
     laws  of  the  State  of  Delaware and has all requisite corporate power to
conduct  its  business  as  it  is  currently  being  conducted.      

     4.2. AUTHORIZATION:  NO  CONFLICTS. All corporate action on the part of the
-----------------------------                               
          Buyer,  necessary  for  the  authorization,  execution,  delivery  and
          performance by the Buyer of this Agreement and the consummation of the
          transactions  contemplated  herein  and  therein has been fully taken.
          This  Agreement  is  the  valid  and  binding obligation of the Buyer,
          enforceable  in  accordance  with  its  terms,  subject  to applicable
          bankruptcy,  usury  and  other  similar  laws  affecting the rights of
          creditors generally, and rules of laws governing specific performance,
injunctive  relief  or  other  equitable  remedies.         

     4.3. GOVERNMENT  APPROVAL. Except as expressly provided herein, no consent,
--------------------                                        
     approval  or  authorization  of  or  qualification,  designation,
declaration  or  filing with any governmental               

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          authority  on the part of the Buyer is required in connection with the
          conduct  of  the Buyer's business or in connection with the execution,
          delivery  and  performance  by  the  Buyer  of  this  Agreement or the
     consummation  of  any  other  transactions  contemplated  hereby.

     4.4. LITIGATION,  ETC.  There  is  no  action,  proceeding or investigation
-----------------                                           
          pending  or,  to  the  best of its knowledge, threatened (or any basis
          therefore  known  to  the  Buyer), that questions the validity of this
          Agreement  or  any  action  taken  or  to  be taken pursuant hereto or
          contemplated  hereby,  or  that might result, either in any case or in
          the  aggregate,  in  any  material  adverse  change  in  the business,
          prospects, operations, affairs or condition of the Buyer or in any its
          properties  or assets, or in any material liability on the part of the
Buyer.                                                      

     4.5. BROKERS' AND FINDERS' FEES. The Buyer (i) represents that no finder or
---------------------------                                 
          broker,  has  acted  on  behalf  of  the  Buyer in connection with the
        negotiation  or  consummation  of  this  Agreement  or  any  of  the
          transactions  contemplated  hereby and (ii) hereby agrees to indemnify
          and  to  hold  the  Company  and Shareholders harmless of and from any
          liability  for  commission or compensation in the nature of a finder's
          fee  to  any  broker  or  finder  for  which  the Buyer, or any of its
employees  or  representatives,  are  responsible.          

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5.   RIGHTS  AND  OBLIGATIONS  SUBSEQUENT  TO  CLOSING.                         
-------------------------------------------------                     

     5.1. SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  All  representations,
----------------------------------------------              
          warranties,  covenants  and  obligations  herein  or  in  any Exhibit,
          Schedule, certificate or financial statement delivered by any party to
          any other party incident to the transactions contemplated hereby shall
          be  deemed  to have been relied upon by the other party, shall survive
          the execution and delivery of this Agreement, any investigation at any
          time  made by any party hereto, and the sale and purchase of the Stock
          and  payment  therefore  for  the  period of any applicable statute of
limitations.                                                

     5.2. FURTHER  ASSURANCES.  From  time to time after the Closing and without
-------------------                                         
          further  consideration,  the  parties  will  execute  and  deliver, or
          arrange  for  the  execution and delivery of such other instruments of
          conveyance and transfer and take such other action or arrange for such
          other  actions  as  may  reasonably  be  requested to more effectively
          complete  any  of  the  transactions  provided  for in this agreement.

6.   INDEMNIFICATION  AND  SETOFF.                                              
----------------------------                                          

          INDEMNIFICATION  BY  THE  COMPANY  AND  SHAREHOLDERS. The Shareholders
--------------------------------------------------          
          hereby  agrees to defend, indemnify and hold Buyer, and its respective
          officers,  directors,  Shareholders,  employees, agents, attorneys and
          representatives,  harmless  from and against any damages, liabilities,
        losses  and  expenses  (including,  without  limitation,  reasonable
          attorney's  fees)  which may be sustained or suffered by Buyer arising
out  of,  based                                             

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          upon, or by reason of a breach of any representation or warranty, or a
          failure  to  perform  any agreement or covenant made by the Company or
       Shareholders  in  this  Agreement  or  in  any  exhibit,  schedule,
          certificate or financial statement delivered hereunder, or arising out
          of,  based  upon,  or  by  reason  of  any claim, action or proceeding
          asserted  or  instituted growing out of any matter or thing covered by
          such  breached  representations, warranties or covenants. Shareholders
          shall  not have any rights, hereunder or otherwise, to indemnification
         or  contribution  from  the  Company  with  respect  to  any  matter,
          including,  without  limitation,  any  inaccuracy  in or breach of any
          representation  or warranty of the Company made in or pursuant to this
          Agreement  or  any related document or any breach or nonfulfillment of
          any  covenant or obligation of the Company contained in this Agreement
          or any other document and Shareholders hereby irrevocably releases the
Company  from  any  liability  for  any  such  claim.       

     6.1. INDEMNIFICATION  BY  THE  BUYER.  The  Buyer  hereby agrees to defend,
-------------------------------                             
          indemnify  and  hold  the  Shareholders  harmless from and against any
       damages,  liabilities,  losses  and  expenses  (including,  without
          limitation,  reasonable  attorneys'  fees)  which  may be sustained or
          suffered  by the Shareholders arising out of, based upon, or by reason
          of a breach of any representation or warranty, or a failure to perform
          any  agreement  or covenant, made by the Buyer in this Agreement or in
          any  exhibit,  schedule,  certificate or financial statement delivered
          hereunder,  or  arising out of, based upon, or by reason of any claim,
          action  or proceeding asserted or instituted growing out of any matter
          or  thing  covered  by  such  breached  representations, warranties or
covenants.                                                  

     6.2. NOTICE;  DEFENSE  OF  CLAIMS.  Each party to this Agreement shall give
----------------------------                                
          prompt  written notice to the other party or parties to this Agreement
          under  each  claim for indemnification hereunder specifying the amount
          and  nature  of  the  claim, and of any matter which is likely to give
          rise to an indemnification claim. Each party to this Agreement has the
          right  to  participate at his or its own expense in the defense of any
such                                                        

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          matter  or  its  settlement,  or  the indemnified party may direct the
          indemnifying  party to take over the defense of such matter so long as
          such defense is expeditious. Failure to give timely notice of a matter
          which  may  give rise to an indemnification claim shall not affect the
          rights  of  the  indemnified  party  to  collect  such claims from the
          indemnifying  party  so  long  as  such  failure to so notify does not
          materially adversely affect the indemnifying party's ability to defend
          such  claim  against  a  third  party.  No  indemnifying party, in the
          defense  of  any claim or litigation shall, except with the consent of
          an indemnified party, which consent shall not be unreasonably withheld
          or  delayed,  consent  to  entry  of  any  judgment  or enter into any
          settlement  by  which  such indemnified party is to be bound and which
          judgment  or  settlement  does  not  include  as an unconditional term
          thereof  the  giving  by the claimant or plaintiff to such indemnified
          party  of  a  release  from  all liability in respect to such claim or
litigation.                                                 

7.   MISCELLANEOUS.                                                             
-------------                                                         

     7.1. ASSIGNABILITY.  Neither  this  Agreement nor any rights or obligations
-------------                                               
          hereunder,  are  assignable  by  either  party hereto, except that the
          Buyer  shall have the right to assign any of its rights or obligations
          hereunder  to  a  subsidiary  of  Buyer  without  the  consent  of the
          Shareholders  or  the  Company, provided that Buyer remains liable for
all  of  its  obligations  hereunder.                       

     7.2. PUBLICITY.  Except as otherwise required by law, prior to Closing none
---------                                                   
          of  the parties hereto shall issue any press release or make any other
          public  statement  relating  to  or connected with, or arising out of,
          this  Agreement  or  the  matters  contained  herein  or  disclose the
          contents  of  this  Agreement  or  the  terms of the sale contemplated
          hereby  without obtaining the prior approval of the other party to the
contents  and  the  manner  of                              

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presentation  and  publication  thereof.                    

     7.3. SECTION HEADINGS. The Section and paragraph headings in this Agreement
----------------                                            
          are for convenience of reference only and shall not be deemed to alter
          or  affect  provisions  thereof.  All Exhibits and/or Schedules hereto
          shall  be  initialed  for  identification or may be physically annexed
          hereto, but in either event such Exhibits or Schedules shall be deemed
to  be  a  part  hereof.                                    

     7.4. WAIVER.  Neither  the  failure  nor any delay on the part of any party
------                                                      
          hereto  in  exercising  any  right,  power  or  remedy hereunder shall
          operate as a waiver thereof, or of any other right, power or remedy or
          preclude any further or other exercise thereof, or the exercise of any
          other  right,  power  or  remedy.  No  waiver  shall be binding unless
executed  in  writing  by  the  party  making  the  waiver. 

     7.5. EXPENSES.  Except  as  otherwise provided herein, the Shareholders and
--------                                                    
          Buyer  shall pay the fees and expenses of their respective accountants
          and  legal  counsel and other advisors incurred in connection with the
          transactions  contemplated by this Agreement. No such fees or expenses
          related  to  this  transaction  shall  be  paid  by  or constitute the
obligation  of  the  Company.                               

     7.6. 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 if served personally on the
          party (including, without limitation, service by nationally recognized
          overnight  courier  service)  to whom notice is to be given, 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,
          at the address set forth below, or on the date of service if delivered
by  facsimile  to the facsimile number set forth below which

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          facsimile  is  confirmed within three (3) days by deposit of a copy of
          such  notice  in  first  class  mail, registered or certified, postage
          prepaid  at  the  address  set  forth  below. Any party may change its
          address  for  purposes  of  this paragraph by giving the other parties
          written  notice  of  the  new  address  in the manner set forth above.

To the Buyer:          Vero International Inc. 30150 Telegraph Road, Suite 183, 
Bingham Farms, MI 48025           

To the Shareholders:   Steven Witherspoon                                       
25  Turnbull  Rd                  
Dundas  Ontario  L9H  3W5         
and                               
Adam  Panchyshyn                  
#46  -  3045  New  Street         
Burlington  Ontario  L7N  3V9     

With a copy to:        VI Group plc, The Mill, Brimscombe Port, Stroud,         
   Gloucestershire,  England,  GL5  2QG.

     7.7. GOVERNING  LAW.  This  Agreement shall be governed by and construed in
---------------                                             
 accordance  with  the  laws  of  the  State  of  Connecticut.

     7.8. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
----------------                                            
          the parties hereto with respect to the transaction contemplated herein
          and  shall  not  be  modified  or  amended  except by an instrument in
writing  signed  by  the  parties  hereto.                  

    7.9. VALIDITY.  The  invalidity  or  unenforceability  of  any  particular
--------                                                    
          provision  of  this  Agreement  shall  not affect any other provisions
          hereof, and this Agreement shall be construed in all other respects as
     if  such  invalid  and  unenforceable  provisions  were  omitted.

     7.10.  COUNTERPARTS.  This  Agreement  may  be  signed  in  any  number  of
------------                                            
counterparts  each                                          

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          of  which  shall be deemed to be an original and all of which together
shall  constitute  but  one  and  the  same  instrument.    

     IN  WITNESS  WHEREOF,  we have set our hands and seals as of the date first
above  written.                                                                 

BUYER:                        

VERO  INTERNATIONAL,  INC.    

         By_____________________________________

Its  President        

COMPANY:                      

 VERO  TOOLING  SOLUTIONS,  INC.

          By______________________________________

Its  President        

SHAREHOLDERS:                 

          ________________________________________

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 SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT ("Agreement") made this 27 day of September,   
                                        --
2002 by and between (1) VI Group plc, a company registered in England and Wales 
with number 3461213 whose registered office is at The Mill, Brimscombe Port,    
Stroud, Gloucestershire, GL5 2QG ("Purchaser"), (2) NC Graphics (Cambridge)     
Limited, Silverwood Lodge, Ely Road, Waterbeach, Cambridge CB5 9NN a Limited    
Company registered in England with number 1803077 .("Seller"), and (3) Arthur   
Flutter of Glebe House, Cambridge Road, Waterbeach, Cambridge CB5 9NJ ("AF"); . 

INTRODUCTION

WHEREAS, Seller is willing to sell to Purchaser and Purchaser is willing to buy 
from Seller, upon the terms and conditions hereinafter set forth, only those    
assets comprising in the Machining Strategist business carried on by the Seller 
(the "Seller's Business") at the date hereof, as more fully set forth in this   
Agreement (the "Assets"). AF is a party to this Agreement to confirm ownership  
by the Seller of the Seller's Business and the Assets,                          

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein  
contained, the parties hereto agree as follows:                                 

SALE OF ASSETS

Upon the terms and subject to the conditions provided in this Agreement, Seller 
shall, on the date that completion of the sale and purchase of the Seller's     
Business takes place in accordance with clause 3 ("Completion"), convey, sell,  
transfer, assign and deliver to Purchaser, and Purchaser shall purchase from    
Seller , all of the Assets and the Seller's Business including:                 

     (a)  All stock, including hardware, software and related materials required
 for the operation of the Seller's Business including, without
     limitation, the items listed in Schedule 1(a) annexed hereto (the
"Stock").                                                   

(b)  The goodwill (including the right for the Purchaser to represent 
    itself as carrying on the Seller's Business in succession to the
       Seller ) (the "Goodwill"), promotional materials and all slogans or
         trade names (other than the name of the Seller) used by Seller in the
         Seller's Business, including, without limitation, the names listed in
        Schedule 1(b) annexed hereto, and all customer lists relating to the
    present and former customers of the Seller's Business including,
         without limitation, the customer lists annexed hereto within Schedule
1(b) (the "Customer Lists").                                

(c)  The outstanding portion of maintenance agreements to be supported
following Completion as set out in Schedule 1(c).           

     (d)  The equipment of the Seller's Business listed in Schedule 1(d) annexed
          hereto (the "Equipment") and all employee lists, files, papers, books,
records, sales                                              

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     and  records,  customer  database,  help  line database, sales and purchase
     correspondence,  relating  to  Seller's  ownership and/or use of the Assets

    (e)     Any  and  all  rights and interest of Seller (as far as Seller can
     sell  or assign the same) in and to any licenses and commercially practised
     patents,  trademarks,  trademark  registration  applications (including all
  reissues,  divisions,  continuations  and  extensions  thereof),  patent
     applications  and  patent  disclosures  docketed  used  exclusively  in the
     Seller's  Business,  if any, including, without limitation, those listed in
Schedule  1(e)  annexed  hereto.                                      

     (f)     The rights and interests of Seller (as far as Seller can assign the
     same) in and to the intellectual property rights and proprietary expertise,
     including,  without  limitation,  proprietary  information,  technical  and
     technological  data,  knowhow,  processes,  invention conception memoranda,
     manufacturing and engineering data, computer programs, web site address and
     sales  and advertising information used in the Seller's Business including,
     without  limitation,  the  items listed in Schedule 1(f) annexed hereto and
     which  shall include for the avoidance of doubt, the Strategist Innovations
     and  the  Strategist  Copyright  as defined below (which, together with the
     Assets referred to in clause 1(e) above shall be hereinafter defined as the
"Business  Intellectual  Property").                                  

     The  `Strategist  Innovations' consists of the ideas, expertise, knowledge,
     algorithms,  formulae  and  concepts  leading  to  the  development  of and
     incorporated  in  the  Strategist product. Much of this is described in the
     learned  paper  `A  machining  strategy  for  toolmaking'  Arthur. Flutter,
     Julian.  Todd,  Computer-Aided Design 33 (2001) 1009 -1022. Julian Todd has
     been  an  employee  of  NC  Graphics  (Cambridge)  Ltd.  since 1992 under a
     contract  of employment attached as Exhibit # whereby all such intellectual
     property  is  owned  by  NC Graphics (Cambridge) Ltd. This is also true for
     Steven  Youngs  and all other developers of the Strategist product with the
     exception  of  Arthur  Flutter.  Arthur  Flutter  has been a director of NC
     Graphics  (Cambridge) Ltd. since its foundation in 1984, but has not always
     been an employee and has no agreement with this company for the transfer of
     his  intellectual  property.  The inclusion of Arthur Flutter personally as
     `Seller'  ensures  the  effective assignment of the Strategist Innovations.

     The  `Strategist  Copyright',  is  the  copyright  of all computer software
     developed  by  the Seller, which is currently sold under the name Machining
     Strategist. This software is described in the Machining Strategist manuals,
     tutorials  and  documentation,  as  they  exist  at  Completion. The Seller
     currently  holds  exclusive title to this property because employees of the
     Seller  have written all such software, and all the relevant employees have
     contracts  of  employment  that  include the transfer of their intellectual
property  to  the  Seller                                             

     (g)  So  far  as Seller can sell or assign the same, any permits, approvals
          or  permissions  or  indications  of authority to conduct the Seller's
Business.                                                   

     (h)  All  rights,  title  and interest of Seller in the contracts listed in
          Schedule  1(g) attached hereto hereinafter collectively referred to as
          the  "Assumed  Contracts"  and  the  contracts listed in Schedule 1(i)
          attached  hereto  hereinafter  collectively  referred  to  as the "Key
Contracts".                                                 

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    (i)     Such prepaid expenses of the Seller's Business as are set forth in
Schedule  1  (h).                                                     

The  Seller  shall  sell  the  Assets  with  full  title  guarantee.  

     For  the  avoidance of doubt the sale and purchase hereby effected does not
include  any  of  the  following:                                     

(i)  cash  at  hand  or  at  bank;                          

(ii) trade  debtors  as  at  the  date  of  Completion.     

     AF  hereby  confirms to the Seller and the Purchaser that the Seller is the
     owner of the Seller's Business and the Assets, but to the extent that AT by
     operation  of  law  or  otherwise  is  deemed  to  have any interest in the
     Seller's  Business  or  the  Assets,  then  AF  by executing this Agreement
     irrevocably and unconditionally assigns to the Seller and the Purchaser any
such  interest.                                                       

     AF  irrevocably  appoints  the  Purchaser, acting by any director or person
     acting  pursuant  to authority conferred by its board of directors, as AF's
     attorney  to execute such further documents and perform and do such further
     acts  and  things following Completion as the Purchaser may require to vest
     the Assets and the Seller's Business in the Purchaser. Without prejudice to
     the  generality  of the above the powers exercisable by the Purchaser shall
     include  the  power  to  execute, deliver and do all deeds, instruments and
     acts  in  AF's  name  and  on  AF's  behalf  in  pursuance  of  the  above.

2.

PURCHASE PRICE FOR THE
ASSETS
Purchaser  shall  pay  to  Seller for the Assets a purchase price (the "Purchase
Price")  equal to  1,250,000 which the parties hereto agree shall be apportioned
in  accordance  with  Exhibit  H  and  shall  be  payable  as  follows:         

     (a)  1,000,000 in cash to be paid to the Seller in accordance with clause 3
of  this  Agreement.                                        

     (b)  250,000  worth  of VI Group ordinary (0.5p) shares (the "Consideration
Shares").  In  relation  to  the  Consideration  Shares:    

     (i)     The number of Consideration Shares to be issued to the Seller shall
     be  the  number (excluding fractions) whose total value shall be nearest to
     but  not  less  than  250,000.  For  these  purposes,  the  value  shall be
     calculated  with  reference  to  the  price  of  the shares at the close of
     trading on the day prior to the date of Completion and issued to the Seller
     on  Completion.  To  minimise  the  effect  of  any  potential  share price
     oscillations,  this  calculation  price  will  not be set below 20 pence or
above  30  pence.                                                     

     (ii) The Consideration Shares shall be issued credited as fully paid up and
          shall  rank  pari  passu  in  all  respects with the existing ordinary
shares  of                                                  

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     0.5p  each  in  the  capital  of  the  Purchaser  and so far as regards any
     dividend declared or paid by reference to a record date falling on or after
     the  date  of the registration of the Consideration Shares shall rank as if
     they  had  been  issued  (fully  paid)  on and from the commencement of the
     period in respect of which such dividend is paid, and shall carry the right
     to  receive  in full all dividends declared, made or paid after the date of
this  Agreement.                                                      

     (iii)  The  Seller  undertakes  with  the  Purchaser that it will not for a
          period  of  18  months  after Completion transfer, charge or otherwise
          dispose  of  any  legal  or  beneficial  interest in the Consideration
          Shares (which shall include for the avoidance of doubt any disposition
          made  by  the  Seller  as  part  of  any  liquidation, administration,
          voluntary  arrangement,  scheme of arrangement or any other compromise
          with  its  creditors)  unless  the  Seller  receives the prior written
          consent  of  the  Purchaser  and  that  if  the Purchaser's consent is
          obtained  for  such a disposal, or such a disposal is made at any time
          within  3  years  after  the  expiry of such period of 18 months, such
        disposal  shall  be  made  through  stockbrokers  nominated  by  the
     Purchaser.  However,  these  restrictions  shall  not  apply  to:

     (a)  Any  disposal  made by the Seller in acceptance of a general offer for
          the  whole  of the issued ordinary share capital of the Purchaser (not
          already held by the offeror or one of its subsidiaries, if such be the
          case)  that  has  been  recommended  by  a  majority  of  the board of
          directors  of  the  Purchaser or which has become or has been declared
unconditional  as  to  acceptances;  or                     

     (b)  Following  the  time  that  Mr Don Babbs or any of the other executive
          directors  of Purchaser at the time of Completion shall sell more than
        100,000  ordinary  shares  in  the  capital  of  the  Purchaser;  or

     (c)  Any disposal made by the Seller in order that it may satisfy in cash a
       claim  made  by  the  Purchaser  pursuant  to  this  Agreement;  or

     (d)  Any  disposal  made  by  the  Seller to Ralph Ehoff and Steven Youngs.

3.

 COMPLETION AND CONDITIONAL COMPLETION DOCUMENTS

     This  Agreement  and the rights and obligations of the parties under it are
     in  all  respects conditional upon the following conditions being satisfied
on  or  before  27  September  2002:                                  

          (a)  (i)  Moore Stephens of St Paul's House, Warwick Lane, London (the
          "Purchaser's  Auditors")  delivering to the Purchaser and the Seller a
report  in  compliance                                      

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     with  sections  103  and  108 of the Companies Act 1985 with respect to the
value  of  the  Assets;  and                                          

   (ii)  consents  in  writing  or  novation  agreements  (expressed  to  be
     conditional  on  Completion)  in  terms satisfactory to the Purchaser being
     received  or entered into consenting to the assignment of the Key Contracts
     to  the  Purchaser or novating the Key Contracts in favour of the Purchaser
as  the  Purchaser  may  require.                                     

     If  any of the conditions set out above shall not have been fully satisfied
     by  the  date  mentioned in that clause, or if any of such conditions shall
     cease  to  be  capable of being satisfied by that date, then this Agreement
     shall  immediately  lapse  and cease to have effect and neither party shall
     have  any  claim  against  any other in respect of this Agreement except in
relation  to  any  prior  breach  of  this  Agreement.                

     Completion  shall  take  place at 150 Aldersgate Street, London ECIA 4EJ on
     the  day  that  the conditions referred to at (a) and (b) above having been
     satisfied  or  on  such  other date as the Seller, AF and the Purchaser may
agree  in  writing.                                                   

     (A)  On  Completion  the  Seller  and/or  AF  shall  deliver or procure the
delivery  of  to  the  Purchaser:                           

     (a)  the  resignation  of Ralph Ehoff and Steven Youngs as directors of the
Seller;                                                     

     (b)  an  executed  handover  agreement  between  the  Seller,  AF  and  the
   Purchaser  in  the  agreed  form  as  attached  as  Exhibit  B.

     (c)  an  executed deed of assignment of the Goodwill between the Seller, AF
          and  the  Purchaser  in  the  agreed  form  and attached as Exhibit J;

     (d)  physical  possession of all the Assets hereby agreed to be sold, title
to  which  passes  on  delivery;                            

          (e)  all  documents  of  title and certificates relating to any of the
Assets;                                           

     (f)  a  certificate  of  non-crystallisation in the agreed form from Lloyds
          Bank  plc  addressed  to  Purchaser  in respect of the floating charge
          granted  by  the  Seller  on  17  May  1991 and dated with the date of
Completion                                                  

     (g)  assignments  or  novations (as the case may be) in terms acceptable to
the  Purchaser  of  the  Key  Contracts.                    

     (h)  an  executed assignment of the Strategist Copyright in the agreed form
and  attached  as  Exhibit  L  (the  "Licence  Agreement")  

     Against  compliance  with the above provisions the Purchaser shall procure:

          (a)  the payment of 1,000,000 to the bank account of the Seller (Bank:
               Lloyds,  Bank,  95 Regent St. Cambs. CB2 1BQ; Sort Code:30-13-55;
Account  No.02967760)                             

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     (b)  the  issue to the Seller of the Consideration Shares (subject to their
     admission to the Alternative Investment Market of the London Stock Exchange
plc)  (the  "Admission  Condition").                                  

    (B)     If any of the provisions of clause (A) above are not complied with
     on  the  date  fixed for Completion the Purchaser shall be entitled (as the
Purchaser  may  elect)  to:                                           

       (i)  defer  Completion  to  such  later  date  as  it  may  decide;

          (ii) proceed  to  Completion  so  far  as practicable but so that this
               shall be without prejudice to its rights under this Agreement; or

(iii)  rescind  this  Agreement.                            

     If  the  Admission  Condition is not satisfied within 60 days of Completion
     the  Purchaser shall within 5 days of the expiry of such 60 day period, pay
     to  the  Seller  250,000 in cash and the conditional issue to the Seller of
the  Consideration  Shares  shall  be  null  and  void.               

4.

 APPORTIONMENT

     (a)  All  outgoings  attributable to the Seller's Business up to Completion
          shall  be  borne and paid by the Seller and all outgoings attributable
          to  the  Seller's Business after Completion shall be borne and paid by
          the  Purchaser.  Any  such  outgoings  relating to a period before and
          after  Completion  shall  (if appropriate) be apportioned accordingly.

     (b)  The  aggregate amount (if any) from either the Seller or the Purchaser
          to  the other in respect of sub-clause (a) above shall be paid in cash
          within  14  days  after  the  amount  concerned  has been ascertained.

5.

MATTERS PENDING COMPLETION

     (a)  The  Seller and AF undertake with the Purchaser (to the extent only as
          may  be necessary to give effect to this Agreement and except with the
          prior  written consent of the Purchaser) to procure that from the date
       of  this  Agreement  until  Completion  the  Seller  and  AF  will:

     (i)  carry  on  the  Seller's  Business  in  the  ordinary course and in an
     efficient  and businesslike manner as a going concern in the same manner as
     it  is  presently  carried  on  as  regards the nature, scope and manner of
conducting  it  so  as  to  maintain  it  as  a  going  concern;      

     (ii)  not  dispose  of  any  of  those  Assets  listed  or described in the
     Schedules to this Agreement nor any of the other Assets employed or used in
     connection  with the Seller's Business nor acquire any new assets exceeding
     10,000  for  use  in  connection with the Seller's Business (except, in any
     such  case,  for Stock in the ordinary course of trading in relation to the
Seller's  Business);                                                  

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     (iii) use their best endeavours to maintain the trade and trade connections
     and  the  Goodwill and will not by any action, omission, default or neglect
knowingly  damage  or  risk  damage  to  them;                        

     (iv)  retain  the  full  benefit  of  the  Business  Intellectual Property;

     (v)  not  enter  into  or  agree  to enter into any hire purchase, leasing,
     rental  or  conditional sale agreement or similar arrangement in connection
with  the  Seller's  Business;                                        

     (vi)  inform  the  Purchaser immediately of any matter which may materially
     affect  the  Seller's  Business  or  any  the  Assets  and consult with the
Purchaser  in  relation  to  such  matter;                            

     (vii)  not  commence  any  litigation  or  compromise or settle or agree to
     compromise  or  settle  any  claim  or  dispute  in which it is involved in
connection  with  the  Seller's  Business;                            

     (viii)  continue  to  pay the creditors of the Seller's Business within the
usual  terms  of  payment  of  such  creditors;                       

     (ix)  maintain  the  Seller's  usual level of stocks in connection with the
Seller's  Business;                                                   

     and  without  prejudice  to  the above the Seller and/or AF will obtain the
     Purchaser's  prior written consent to any act or omission on its part which
     could  have  a  material  effect upon the Purchaser's future conduct of the
     Seller's Business after Completion or which might affect the willingness of
     a  reasonable person to purchase the Seller's Business and the other Assets
upon  the  terms  of  this  Agreement.                                

     (b)  The Purchaser shall not, in exercising its rights under this clause 5,
          assume any liability to the Seller or AF or to any third party for any
          act  carried  out  with  its  consent  or  at  its  request or for the
          consequences  of  any  such  act  or  of  any  failure  to  act or any
          withholding  of  consent  and  the  Seller  and AF shall indemnify the
          Purchaser against any claim made by any third party in connection with
any  such  act  or  failure  to  act.                       

     (c)  The  Seller  and/or  AF shall immediately disclose to the Purchaser in
          writing  any  of  the  following  which may become known to the Seller
   after  the  date  of  this  Agreement  and  before  Completion:

(i)     any  material  breach  of  any  of  the  Warranties;

        (ii)    any material breach by the Seller or AF of any obligation on
          its  part  under  this  Agreement and, where that breach is capable of
       remedy,  it  is  not  remedied  to  the  Purchaser's  satisfaction;

          (iii)   any of the Transferring Employees dying, becoming  permanently
          incapacitated  or  terminating  or  giving  notice  to  terminate  his
          employment  or  stating  his  intention  not to become employed by the
Purchaser;                                                  

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          (iv) anything  occurring  (except  something  arising  from  an act or
               omission  of the Purchaser) which has, or would be likely to have
               after  Completion,  a  material  adverse  effect  on the Seller's
Business  (as  presently  carried  on.            

     If any such disclosure shall be made, or if the Purchaser otherwise becomes
     aware  of  any  such  matter or thing, the Purchaser may at any time before
     Completion, by written notice to the Seller and AF, rescind this Agreement.

     (d)  Without prejudice to the provisions of clause (c) above, if any of the
          tangible  Assets  is  destroyed  or  damaged  or  breaks  down  before
Completion  then  at  the  Purchaser's  option  either:     

(i)     that Asset shall be excluded from the sale and retained by the
     Seller  at Completion, in which case the Purchase Price shall be reduced by
     the  amount  specifically  attributed  to that Asset in Exhibit H or, if no
     amount  is so attributed, by the amount which would have been attributed to
that  Asset;  or                                                      

     (ii)    that Asset shall be purchased  at  Completion,  in  which  case the
     Purchaser  may  require the Seller to repair the Asset at the Seller's and,
     in  default  of  the  Seller  doing so before Completion, the Purchaser may
     itself  repair  the Asset after Completion at the Seller's expense in which
case:                                                                 

     (a)     the Purchaser may deduct from the Purchase Price the cost of repair
of  the  Asset,  to  the  extent  ascertained  before  Completion;    

     (b)     if the  actual cost is not ascertained at Completion, the Purchaser
     may  deduct  from the Purchase Price its reasonable estimate of the cost of
     repair and within 7 days of the actual cost of repair being ascertained the
     Seller shall account to the Purchaser for the amount of any additional cost
     of  repair  in  excess  of the amount of the Purchase Price deducted or the
     Purchaser shall account to the Seller for any amount by which the amount of
     the Purchase Price deducted exceeds the cost of repair, as the case may be.

6.

 CROSS INDEMNITIESAND EXCLUSIONS
 -------------------------------

     (a)     The Seller and AF  shall  indemnify  at  all  times  the  Purchaser

     (i)     from all and any claims in respect of any liability to taxation and
     unassumed  liabilities  or  damages  arising from a breach of the terms and
     conditions  of  this  Agreement which may be raised or assessed against the
     Purchaser  in  connection  with the Seller's Business as conducted prior to
     Completion  including  any  liability  arising  as a result of the sale and
purchase  hereby  agreed;                                             

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               (ii) against  all  actions  proceedings  costs damages claims and
demands  in  respect  of:               

     (A)  any  alleged fault defect or error whatsoever arising from services or
          systems  supplied  or  provided prior to the date of Completion and in
          particular  (but without prejudice to the generality of the foregoing)
any  claim  under  any  warranty;  and                      

     (B)  any  claims  in respect of any action by a third party claiming rights
          or  ownership  over  the source code used for the Machining Strategist
product  or  the  "Machining  Strategist"  name.            

     (b)     The Purchaser shall indemnify  at  all  times  the  Seller from and
against:

  (i)     all and any claims in respect of any liability to taxation which
     may  be  raised  or  assessed  against  the  Seller  in connection with the
     Seller's  Business  as  conducted  by  the  Purchaser after Completion, and

     (ii) all  other  actions  proceedings  costs  damages  claims  and  demands
          whatsoever  arising  from  the conduct of the Seller's Business by the
Purchaser  after  Completion                                

7.

 COVENANTS

     (a)  From  the  date  hereof,  Seller, AF and Purchaser shall take all such
          action,  both  before and after the Completion, as may be necessary or
          appropriate  to  consummate  the  transactions  provided  for  in this
          Agreement  in  accordance  with  the  representations,  conditions and
          agreements  contained herein, and shall refrain from taking any action
          which  would  result in any of such conditions not being satisfied, at
the  Completion.                                            

     (b)  At  all  tunes  following  Completion the Seller and/or AF shall do or
          procure  to  be  executed  and done all such other deeds documents and
          things  as  the  Purchaser may reasonably require for vesting the full
          right  benefit  privilege and advantage of the Assets in the Purchaser
          and  for  giving  to  the Purchaser the full benefit of this Agreement
          including for the avoidance of doubt unchallengeabie rights (as far as
the  Seller  or  AF  are  able  to  grantthe  same)  in     
--------------------------------------------------          
the  "Machining  Strategist"  name.                         

8.

 RESTRICTIVE COVENANTS
        ---- ---------

     To  assure  the Purchaser of the full value of the Sellers Business and the
     Goodwill the Seller and AF undertake not to directly or indirectly carry on
any  of  the  Restricted  Activities  as  described  in  Exhibit  A.  

9.

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 EMPLOYEES

     The  parties  agree  that  the  terms  of  Exhibit  F  shall  apply to this
Agreement.                                                            

 10.

 VALUE ADDED TAX

     The  parties  agree  that  the  terms  of  Exhibit  G  shall  apply to this
Agreement.                                                            

 11.

 REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser  hereby  represents  and  warrants  to  the  Seller  as  follows:     

     (a)  Purchaser  is  a  company duly organised, validly existing and in good
          standing  under  the  laws of England and Wales and is duly qualified,
          licensed and authorised to do business and is in good standing in each
          jurisdiction  in  which  the  conduct  of  its  business requires such
       qualification,  licensing  or  authorisation.  Purchaser  has  full
          corporate  power  to  own  or  lease  its  properties and carry on its
business  as  now  being  conducted.                        

     (b)  Purchaser  has  full  corporate  power  and  authority  to execute and
          deliver  this Agreement and the other agreements and instruments to be
          executed  and  delivered  by  it pursuant hereto and to consummate the
          transactions  contemplated  hereby and thereby. All corporate acts and
          other proceedings required to be taken by or on the part of Purchaser,
          including,  if  necessary,  all  appropriate  shareholder  action,  to
          authorise it to carry out this Agreement and such other agreements and
          instruments  and the transactions contemplated hereby and thereby have
          been  duly  and  properly taken. This Agreement has been duly executed
          and  delivered by Purchaser and constitutes, and such other agreements
          and  instruments  when  duly  executed and delivered by Purchaser will
          constitute, legal, valid and binding obligations of Purchaser and will
    be  enforceable  in  accordance  with  their  respective  terms.

     (c)  Neither  the  execution  and  delivery  nor  the  performance  of this
          Agreement  will  (i)  violate  any provision of law, or any judgement,
          writ,  injunction,  decree or order of any court or other governmental
          authority  relating  to  Purchaser,  or  (ii)  violate any will, deed,
          mortgage, instrument, indenture, agreement, contract, other commitment
          or  restriction to which Purchaser is a party or by which it is bound,
          or  (iii)  be in conflict with, or result in or constitute a breach or
          default  (or an occurrence which by lapse of time and/or the giving of
          notice  would  constitute  a  breach  or  default),  on  the  part  of
          Purchaser, under any such will, deed, mortgage, instrument, indenture,
          agreement,  contract,  other commitment or restriction, or (iv) result
          in  the  creation  or imposition of any lien, charge or encumbrance of
any  nature  whatsoever  upon  the  Assets.                 

     (d)     All of the representations and warranties set forth in this Section
     11  shall  be  deemed  renewed by Purchaser at the Completion as if made at
     such  time  and  shall  survive  indefinitely after the date of Completion.

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 12.

REPRESENTATIONS AND WARRANTIES OF SELLER

     The  Seller  and  AF  undertake  to  discharge  all liabilities incurred or
     arising  in  connection  with the Seller's Business and the Assets prior to
     Completion as and when they fall due in order that the Purchaser may obtain
the  full  benefit  of  the  Goodwill.                                

          Except  as  otherwise  provided  in  Schedule  9(a), the Seller and AF
          jointly  and  severally  represent  and  warrant  to  the Purchaser as
follows:                                                    

          (a)  Either Seller or AF now has, and by virtue of the deliveries made
               at  the  Completion,  Purchaser  will  obtain good and marketable
               title  to  the  Assets, free and clear of all liens, encumbrances
and  charges,  except  as  otherwise  provided.   

        (b)  Neither  the  Seller's  Business  as  conducted  prior  to  the
               Completion  nor  the  ownership or sale by Seller or AF of any of
               the  Assets  were, are or will be in contravention of any patent,
          trademark,  copyright  or  franchise  agreements,  licensing
               agreements,  or  other  proprietary  right  of  any  third party.

     (c)  The  Seller's  Business  as  conducted  prior  to  the  Completion has
          suffered  no  material  adverse change such as to damage the prospects
          for future business as provided for by Seller's business plan attached
hereto  as  Schedule  9(b)                                  

     (d)  Neither  the  execution  and  delivery  nor  the  performance  of this
          Agreement  will  (i)  violate  any provision of law, or any judgement,
          writ,  injunction,  decree or order of any court or other governmental
          authority  relating  to  Seller or AF, or (ii) violate any will, deed,
          mortgage,  instrument,  indenture,  or  material  agreement, contract,
          other  commitment  or  restriction  to  which either Seller or AF is a
          party or by which it is bound, or (iii) be in conflict with, or result
          in  or constitute a breach or default (or an occurrence which by lapse
          of  time  and/or  the  giving  of  notice would constitute a breach or
          default),  on  the  part  of  Seller or AF, under any such will, deed,
          mortgage, instrument, indenture, agreement, contract, other commitment
          or  restriction,  or  (iv) result in the creation or imposition of any
       lien,  charge  or  encumbrance  of  any  nature  upon  the  Assets.

     (e)  The  Seller's  Business  has  been  conducted  by Seller and AF in all
          material respects in accordance with all applicable laws, governmental
          regulations and judicial and administrative decisions. Any licenses or
          permits  issued  by  any  governmental  authority  in  connection with
          Seller's  Business  are  set  forth  in  Schedule 9(a) annexed hereto.

 (f)  There  is  no  claim,  litigation,  action,  suit  or  proceeding,
          administrative or judicial, pending or threatened against or affecting
          Seller  or  AF, or involving any of the Assets, at law or in equity or
          before any governmentalauthority, nor to Seller's or AF's knowledge is
          there any basis upon which any such claim, litigation, action, suit or
          proceeding  could  be  brought or initiated. Neither Seller nor AF are
          subject  to or in default under any judgement, order, writ, injunction
          or  decree of any court or any governmental authority, attachments, or
          executions  have been issued or are now in force against Seller or AF.
No                                                          

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          petition  in  bankruptcy  or  receivership  has  ever been filed by or
against  Seller  or  AF.                                    

     (g)  No  consent,  authorisation,  license,  permit,  order, certificate or
          approval  which  has  not  heretofore been obtained is required by any
          person,  corporation,  partnership, estate, trust, governmental agency
          or  other  person  or  entity  not  a  party  to this Agreement to the
transactions  contemplated  by  this  Agreement.            

     (h)  Seller  is duly organised, validly existing and in good standing under
          English  Law  and  is  duly  qualified,  licensed and authorised to do
          business as a foreign corporation and is in good standing as a foreign
          corporation  in  each  jurisdiction  in  which  the  failure  to be so
          qualified  would  have  an  adverse effect on its business. Seller has
          full  corporate  power  and  authority  to  execute  and  deliver this
          Agreement  and the other agreements and instruments to be executed and
          delivered  by  it  pursuant  hereto and to consummate the transactions
         contemplated  hereby  and  thereby.  All  corporate  acts  and  other
          proceedings  required  to  be  taken  by  or  on  the  part of Seller,
          including,  if  necessary,  all  appropriate  shareholder  action,  to
          authorise it to carry out this Agreement and such other agreements and
          instruments  and the transactions contemplated hereby and thereby have
          been  duly  and  properly taken. This Agreement has been duly executed
          and delivered by Seller and constitutes, and such other agreements and
       instruments  when  duly  executed  and  delivered  by  Seller  will
          constitute, legal, valid and binding obligations of Seller and will be
enforceable  in  accordance  with  their  respective  terms.

     (i)  Schedule  1(e)  attached  hereto  and incorporated herein by reference
          sets  forth  all  patents, patent applications, registered trademarks,
          registered  service  marks,  trademark  and service mark applications,
          unregistered  trademarks  and  service marks, copyrights and copyright
          applications,  owned  or  filed  by  the  Seller or AF or in which the
          Seller  or  AF has an interest and the nature of such interest. To the
          best  of  Seller's  and  AF's  knowledge,  neither  Seller  nor AF are
          infringing upon any patent, trademark or service mark, or copyright or
          otherwise violating the rights of any third party. No proceedings have
          been  instituted  or  to  the  best of Seller's or AF's knowledge, are
          threatened,  and no claim has been received by the Seller alleging any
          such violation, and neither Seller nor AF are a party to, or bound by,
          any  license  agreement  requiring  payment,  except  as  set forth in
Schedule  1(e).                                             

     (j)  Neither  Seller  nor AF have received any actual notice from any court
          or  governmental  agency  of any violation or alleged violation of any
          applicable  laws,  ordinances,  regulations, rules, decrees, awards or
orders  enacted  or  entered  by  any  court.               

     (k)  The  inventories  of the Seller's Business existing at the date hereof
          are  of  a  quality  and  quantity  saleable in the ordinary course of
business  at  prevailing  market  prices.                   

     (1)  All  written information which has been given by AF, Tony Parkinson or
          Jenny Stearn on behalf of the Seller in the course of the negotiations
          leading  to  this  Agreement  was  when  given,  is  now  and  will at
          Completion  be true and accurate in all respects and not misleading in
any  respect.  In  so  far  as  such                        

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          information  was  expressed  as  a  matter of opinion such opinion was
          truly  and  honestly  held  and  not  given  casually or recklessly or
without  due  regard  for  its  accuracy.                   

     (m)  The  Assets  are  in  all respects suitable for the carrying on of the
     Seller's Business and include all assets necessary to carry on the Seller's
     Business  on  the same scale as and substantially in the manner in which it
has  been  carried  on  by  the  Seller.                              

          (n)  Except  as  disclosed  in  Schedule  9(a),  none  of  the Assumed
               Contracts  is unusually onerous or entered into otherwise than in
             the  ordinary  and  usual  course  of  the  Seller's  Business.

     (o)  All  of  the  Transferring  Employees  (as  defined  in Exhibit F) are
     employed  solely by the Seller in connection with the Seller's Business and
     not  by  any  other  person  or  jointly  with any other person. All of the
Transferring  Employees  are  employed  in  the  Seller's  Business.  

     (p)  There  are no employees except for the Transferring Employees employed
     in  the  Seller's  Business  and  neither  the  Seller  or  AF have offered
employment  in  the  Seller's  Business  to  any  other  person.      

          (q)  No  other  person  works  in  the  Seller's Business except those
persons  referred  to  in  Schedule  9(a).        

          (r)  No  employee  of the Seller employed in the Seller's Business has
               been  dismissed  (whether actually or constructively) in the last
               [six]  months  or  has given or received notice of termination of
               his  employment  or  has  indicated  that  he wishes to leave the
               Seller's employ or has objected to the transfer of his employment
to  the  Purchaser.                               

          (s)  There  is  no  contractual  or  other  obligation to increase the
               salary or otherwise vary any of the terms of employment of any of
               the  Transferring  Employees  and  no  negotiations  for any such
               increase  or  variation  are  current or, so far as the Seller is
               aware,  likely  within  a  period  of  6  months from Completion.

          (t)  None  of  the  Transferring  Employees  are  receiving  or due to
               receive  payments under any permanent health, disability or other
               similar  insurance  scheme  and  there  are  no claims pending or
               threatened  or  any circumstances which might give rise to such a
claim  by  any  of  the  Transferring  Employees. 

     (u)  None  of  the  Transferring  Employees  has the right to terminate his
     contract  of  employment  and receive a termination or other payment and/or
     becomes entitled by virtue of his contract of employment to any enhancement
     in  or improvement to his remuneration, benefits or terms and conditions of
     service by reason only of the execution of this Agreement or the completion
 of  the  sale  and  purchase  under  or  pursuant  to  this  Agreement.

          (v)  No  liability has been incurred by the Seller or AF which remains
               undischarged  for  breach  of  any  contract  of  employment, for
redundancy  payments  (statutory                  

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          or  otherwise),  for  a  protective  award  or for compensation or any
awards  under  employment  legislation  or  regulations.    

     (w)  The Seller and AF have performed all obligations and duties in respect
          of  each  of  the  Transferring Employees whether arising under common
          law,  contract,  statute,  pursuant  to  European  law  or  otherwise.

     (x)  So  far  as  the  Seller  and  AF  are aware, none of the Transferring
          Employees  is  in  breach  of  his contract of employment or any other
          obligation  or  duty  he  owes  to  the  Seller  or  AF.  None  of the
          Transferring  Employees  is  the subject of disciplinary action nor is
          any  employee  engaged in any grievance procedure nor is the Seller or
          any  Related  Company of Seller or AF engaged in any dispute, claim or
          legal proceedings whether arising under common law, contract, statute,
          pursuant  to  European  law  or  otherwise  in  relation to any of the
          Transferring  Employees  and  there  is no fact or matter in existence
          which  can  reasonably be foreseen as likely to give rise to the same.

     (y)  The  Seller  has  not recognised any trade union, works council, staff
          association,  employee  representatives  or  other body for collective
          bargaining, information or consultation purposes in relation to any of
          the  Transferring  Employees  and  there is no collective agreement or
          other  agreement  or  arrangement  in  force with any such body and no
applications  for  recognition  are  pending.               

     (z)  That  no other person, company or entity of any other kind has, to the
          knowledge  of  the  Seller  and  AF,  any  right to use the "Machining
Strategist"  name  for  any  purpose.                       

(each a "Warranty" and together "the Warranties")                               

13. 

LIABILITY UNDER ANY WARRANTIES

     (a)  No  amount  shall be payable by the Seller and/or AF in respect of any
          claim arising from any breach of any Warranty unless the amount of the
          liability  in  respect of any such claim exceeds 1,000, in which event
          the Seller and/or AF shall be liable for the full amount of such claim
          and  not  only  to  the  extent  that such claim exceeds 1,000. In the
          instance  of  multiple  claims each of under 1,000 but that total more
          than  10,000  the  Seller  and/or AF shall be liable for the aggregate
amount.                                                     

     (c)  The liability of the Seller and/or AT in relation to any claim arising
          from  any Warranty shall cease on the fifth anniversary of the date of
          this  Agreement  save  to  the  extent  that written notice of a claim
          (giving, so far as is reasonable, details of the claim) has been given
          to the Seller and/or AT by or on behalf of the Purchaser prior to that
          date  and  legal  proceedings  in  respect  of  such  claim  have been
          commenced and served on the Seller no latter than six months after the
said  fifth  anniversary.                                   

     (d)  The  Warranties  are  not  subject to any qualification other than the
disclosures  listed  in  Schedule  9(a).                    

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     (e)  While  the  Purchase  Price has been apportioned between the Assets as
          specified  in  Exhibit  H it is nevertheless agreed between the Seller
          and/or  AF and the Purchaser that the Purchase Price for the Assets is
          a  single  price  and  in  the  event  of  there being a breach of the
          Warranties  the compensation payable to the Purchaser shall not in any
          way be limited or affected by the amount apportioned to any particular
asset  or  category  of  assets.                            

 14.

 FINANCIAL ADVISORS AND EXPENSES

     Each  party  hereto  acknowledges  to  the  other  that  there are no other
  financial  advisors  or  brokers  in  connection  with  this  Agreement.

 15.

 NOTICES

     Any  notice  or  other  documents to be given or delivered hereunder by any
     party  to  any  other  party  shall  be  in  writing and shall be delivered
     personally  or  sent  by  certified  mail,  postage  prepaid return receipt
requested  to  the  following  addresses:                             

 SELLER AND AF
Arthur Flutter
  NC Graphics (Cambridge) Limited Silverwood Lodge
Ely Road
Waterbeach
 Cambridge
 CB5 9NN

 PURCHASER
 For the attention of D A Babbs VI Group plc
The Mill
 Brimscombe Port
  Stroud
 Gloucestershire
 GL5 2QG
 16.
ENTIRE AGREEMENT

     This  Agreement,  the  attachments  hereto  and  the  agreements  and other
     documents  expressly  referred to herein embody the entire representations,
     warranties,  agreements  and  conditions  in relation to the subject matter
     hereof,  and  no representation, warranty, understanding or agreement, oral
     or  otherwise,  in  relation  thereto  exists between the parties except as
     herein expressly set forth. This Agreement may not be amended, augmented or
terminated  orally  but                                               

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     only  as  expressly  provided  herein  or  by an instrument in writing duly
executed  by  the  parties  hereto.                                   

17. 

PARTIES 

     After Completion, Purchaser may assign all of its rights and/or obligations
     under  this  Agreement  to  any  person  who  acquires either the shares of
     Purchaser  or  substantially  all  of the assets of the Purchaser provided,
     however,  that any such assignment by Purchaser shall not relieve Purchaser
     of  its  obligations  hereunder  and  the  Purchaser shall procure that any
     assignee  remains  subject  to  the  terms  of  the Licence Agreement. This
     Agreement  and  the  various rights and obligations arising hereunder shall
     inure  only  to  the  benefit of and be binding upon the parties hereto and
their  respective  successors,  heirs  and  permitted  assigns.       

 18.

INVALIDITY

     The  invalidity  or  unenforceability  of  any  term  or  provision of this
     Agreement  or  the  application  of such term or provision to any person or
     circumstances  shall  not  impair or affect the remainder of this Agreement
     and  its  application to other persons and circumstances, and the remaining
     terms  and  provisions  hereof shall not be invalidated but shall remain in
full  force  and  effect.                                             

 19.

APPLICABLE LAW

     This  Agreement  shall be governed by the laws of England and Wales and the
     parties  submit  to the exclusive jurisdiction of the Courts of England and
Wales.                                                                
 20.

 CONFIDENTIALITY

     (a)  Subject  to  the  exceptions  provided in sub-clause 20(b) none of the
          parties shall at any time whether before or after the expiry or sooner
          termination of this Agreement without the written consent of the other
          parties  divulge  or  permit its officers employees agents advisers or
          contractors  to  divulge  to  any person (other than to any respective
          officers  or  employees  of  a  party or a person to whom in each case
          disclosure  of  information  is  permitted  by  this Agreement and who
          require  the  same to enable them properly to carry out their duties):

(i)  The  existence  and  nature  of  this  Agreement       

(ii) Any  of  the  contents  of  this  Agreement            

          (iii)  Any information which it may have or acquire (whether before or
               after  the  date  of  this  Agreement)  relating  to the Seller's
               Business  and/or  any  customers  of or suppliers to the Seller's
Business  or  otherwise                           

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     (iv) Any  information  which in consequence of the negotiations relating to
          this  Agreement  or of a party being involved in the Seller's Business
          in  any  manner  whatsoever  (including  as  a  shareholder  and as an
          appointor  of  a  director) or performing or exercising its rights and
          obligations  under this Agreement any party may have acquired (whether
          before  or  after  the  date  of  this  Agreement) with respect to the
   customers  business  assets  or  affairs  of  any  other  party

     (b)The  restrictions  imposed  by  clause  20(a)  shall  not  apply  to the
     disclosure  of  any  information  by  a  party  ("the  Disclosing  Party"):

          (i)  Which  now  or  hereafter  comes into the public domain otherwise
           than  as  a  result  of  a  breach  of  such  undertaking  of
confidentiality                                   

          (ii) Which  is  required  by  law to be disclosed to any person who is
authorised  by  law  to  receive  the  same       

          (iii)  Which  is  required  to  be disclosed by the regulations of the
               London  Stock  Exchange or any recognised exchange upon which the
               share  capital  of  the  Disclosing Party is or is proposed to be
               from time to time listed or dealt in (iv) Which is required to be
        disclosed  pursuant  to  relevant  employment  legislation

          (v)  To a court arbitrator or administrative tribunal in the course of
               proceedings before it to which the Disclosing Party is a party in
               a  case  where  such  disclosure  is required by such proceedings

          (vi) To  any  professional  advisers  of  the Disclosing Party who are
               bound  to  the  Disclosing  Party  by  a duty of confidence which
applies  to  any  information  disclosed          

(vii)  To  the  other  parties                              

(viii)  Pursuant  to  the  terms  of  this  Agreement;  or  

     (ix) Which  the  Disclosing Party can show as in its possession or known to
          it  by being in its use or being recorded in its files or computers or
          other  recording  media  prior to receipt from the other party and was
          not  previously  acquired by the Disclosing Party from the other party
under  an  obligation  of  confidence.                      

21. 

GENERAL 

     (a)  The  headings in this Agreement are for convenience only and shall not
          be  considered a part of or affect the construction or interpretations
of  any  provision  of  this  Agreement.                    

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     (b)  Each  party shall pay the costs and expenses incurred by that party in
     connection  with  the  preparation,  negotiation and implementation of this
Agreement.                                                            

     (c)  Nothing  in  this  Agreement shall create any rights for third parties
          under  the  Contracts (Rights of Third Parties) Act 1999. No variation
          to  this  Agreement and no supplemental or ancillary agreement to this
          Agreement  shall  create any such rights unless expressly so stated in
          any  such  agreement by the parties. This does not affect any right of
          remedy  of  a third party which exists or is available apart from that
Act.                                                        

     (d)  This  Agreement  may be executed in any number of counterparts and all
          the  counterparts  when  taken together will constitute one agreement.
          Each  party  may enter into this Agreement by executing a counterpart.

     (e)  IT  IS  HEREBY CERTIFIED that this transaction does not form part of a
          larger  transaction  or series of transactions in respect of which the
          amount  or value or the aggregate amount or value of the consideration
          exceeds  500,000  EXECUTED  by  the  parties  as  a  deed  on the date
specified  at  the  beginning  of  this  Deed.              

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EXECUTED as a DEED by                                                 
NC GRAPHICS (CAMBRIDGE) LIMITED acting by:                            

[GRAPHIC  OMITTED]

[GRAPHIC  OMITTED]

Director                                                                        
Director/Sec                                                                    

[GRAPHIC  OMITTED]

[GRAPHIC  OMITTED]

EXECUTED  as  a  DEED  by     )                                       
VI  GROUP  PLC                                                        
acting  by  its  attorney                                             
DONALD  BABBS:                                                        
SIGNED  as  a  DEED     )                                             
by  ARTHUR  FLUTTER                                                   
in  the  presence  of:                                                

[GRAPHIC  OMITTED]

[GRAPHIC  OMITTED]

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 20-F Filing	Date	First	Last	Other Filings

	1/1/00	10
	6/30/02	19
For The Period Ended	12/31/02	10		5
Filed On / Filed As Of	6/30/03

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VI Group PLC · 20-F · For 12/31/02 · EX-4.(A)

Filed On 6/30/03 10:31am ET · SEC File 1-31469 · Accession Number 1015402-3-2566

Annual Report of a Foreign Private Issuer · Form 20-FFiling Table of Contents

EX-4.(A) · Sale and Purchase AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report of a Foreign Private Issuer · Form 20-F
Filing Table of Contents

EX-4.(A) · Sale and Purchase Agreement
Exhibit Table of Contents