Townpagesnet Com PLC – ‘6-K’ for 7/31/99 – EX-4.1

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

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of Foreign Private Issuer                       5     15K 
 2: EX-4.1      Agreement for the Acquisition of Morbria Limited      50    149K 
 3: EX-99.1     Press Release                                          2     11K 

EX-4.1   —   Agreement for the Acquisition of Morbria Limited
Exhibit Table of Contents

EX-4.1
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 DATED 24TH SEPTEMBER 1999

 AGREEMENT FOR THE
ACQUISITION OF

 MORBRIA LIMITED

BY

TOWNPAGESNET.COM PLC

 McFadden, Pilkington & Ward
City Tower
40 Basinghall Street
London EC2 V 5DE
 Tele: 0171 638 8788
 E.mail: kstenning @compuserve.com

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CONTENTS

CLAUSE                                                               PAGE       
------                                                               ----       

1     INTERPRETATION                                                   1        

2     AGREEMENT FOR SALE                                               6        

3     PURCHASE CONSIDERATION                                           6        

4     COMPLETION                                                       9        

5     WARRANTIES AND UNDERTAKINGS                                     10        

6     RESTRICTIVE AGREEMENT                                           11        

7     GENERAL                                                         12        

SCHEDULE 1                                                            14        
Vendors and their Holdings                                                      

SCHEDULE 2                                                            15        
Details of the Companies and their Subsidiaries                                 

SCHEDULE 3                                                            16        
The Properties                                                                  

SCHEDULE 4                                                            17        
Warranties                                                                      

SCHEDULE 5                                                            35        
Vendor Protection                                                               

SCHEDULE 6                                                            40        
Tax Deed                                                                        

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THIS AGREEMENT is made on            24th                   September      1999 

BETWEEN:                                                                        

1.    The Several  People whose Names and  addresses are set out in Schedule    
1  (the "Vendors"); and                                             

2.    TOWNPAGES.NET.COM PLC of 11 Market Square, Alton, Hampshire, England GU34 
1HD (the "Purchaser").                                              

RECITALS                                                                        

A. The Companies are private limited companies incorporated in England under    
variously the Companies Acts 1981-1985. Further details relating to the         
Companies and their subsidiary companies are set out in Schedule 2.             

B. The Vendors are the registered holders of all of the Shares.                 

C. The Vendors are willing to sell the Shares to the Purchaser on the terms and 
subject to the conditions set out in this Agreement free from Encumbrances.     

D. The Vendors have made representations to the Purchaser in the terms of the   
Warranties to the intent that the Purchaser should rely on such Warranties in   
entering into this agreement.                                                   

THE PARTIES AGREE AS FOLLOWS                                                    
----------------------------                                                    

1.    INTERPRETATION                                                            
1.1   The following provisions shall have effect for the interpretation of this 
agreement.                                                          

1.2   The following words, expressions and abbreviations shall, unless the      
context otherwise requires, have the following meanings:-           

"AFFILIATE"                         means, in respect of any body corporate, a  
                                 body corporate which is its subsidiary or
                                holding company, or a company which is a
                                    subsidiary of that holding company, and each
     such company;

"ACTIVITIES"                        means any  activities  or  operation  or    
                                process   carried  out  by  any  of  the
                    Companies at the Properties;

"AGREED FORM"                       means the form agreed between the parties on
                                  or prior to the date of this agreement and
                      initialled for the purposes of
                          identification by their respective
   solicitors;

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"AGREED PROPORTIONS"                means in  relation to the Vendors 90% in    
                                respect  of Glen and 10% in  respect  of
  Mr Dillon;

"AUDITORS"                          means Baker Tilly of  Brazennose  House,    
                          Lincoln Square, Manchester M2 5BL;

"BASIC CONSIDERATION"               means the sum of (pound)3,379,999 payable   
                                for the Shares on Completion pursuant to
  clause 3.1

"BUSINESS DAY"                      means  a day  (other  than  Saturday  or    
                                Sunday)  on which  banks  generally  are
                    open for business in London;

"CA"                                means the Companies Act 1985;               

"CAA 90"                            means the Capital Allowances Act 1990;      

"COMPLETION"                        means  the  completion  of the  sale and    
                                purchase  of the  Shares  in  accordance
      with Clause 5;

"COMPANY"                           means Morbria Limited                       

"COMPANIES"                         means collectively  Morbria Limited, and    
                                its     Subsidiaries,      all     being
                                corporations   organised   and  existing
                                under  the laws of  England  and  Wales,
                                and   individually   referred  to  as  a
  "Company";

"COMPLETION DATE"                   means the date of this Agreement;           

"CONTINGENT CONSIDERATION"          means (1) in the event that the Turnover    
                                    shown in the audited consolidated profit and
                                  loss account of the Companies for the year
                                ending on 31st March 2000 is equal to or
                                   exceeds the sum of(pound)3,160,000, the sum
                                   of (pound)930,000 and (2) in the event that
                         the turnover shown in the audited
                                   consolidated profit and loss account of the
                                   Companies for the year ending on 31st March
                                   2001 exceeds the sum of (pound)3,160,000, a
                                 sum equal to the amount by which the said
                              turnover shall exceed (pound)3,160,000
                          multiplied by 1.77. The Contingent
                                    Consideration shall be satisfied and payable
                       in the same manner as the Basic
      Consideration.

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"CONVERSION RATE"                   means  the  US$ to(pound)Sterling  coversion
                                rate which shall be the  average  middle
                                market  rate  shown  in  the   Financial
                                Times,   London  edition  for  the  last
                                three  Business  Days  prior to the date
               of calculation thereof.

"DIRECTOR"                          means a  director  for the time being of    
   any Company

"DISCLOSURE LETTER"                 means a letter dated as of the date of this 
                               Agreement together with the attachments
                               thereto addressed by the Vendors to the
                              Purchaser disclosing exceptions to the
   Warranties;

"DISTRIBUTION"                      means  a  distribution   as  defined  by    
                                sections 209 to 211  (inclusive)  of the
                         ICTA and section 418 of the ICTA;

"EARNOUT PERIOD"                    means  the  period  from the  Completion    
                  Date until 31st March 2001

"ENCUMBRANCES"                      means any mortgage, charge (whether fixed or
                                floating), pledge, lien, option security
                              interest or other third party right or
                                interest (legal or equitable) over or in
                                  respect of the relevant asset, security or
right;  

"FAIRNESS OPINION"                  means the written  opinion of Cruttenden    
                                Roth    Incorporated   or   such   other
                                investment  banking  firm  as  shall  be
                                acceptable  to  the  Purchaser   (acting
                                reasonably)  that as at the date hereof,
                                the  Purchase  Consideration  (based  on
                                all the other  terms and  conditions  of
                                this  Agreement) is fair and  reasonable
                                from a  financial  point  of view of the
                                shareholders  of the  Purchaser  or that
                                if it is not,  that such  difference  is
              within 10% either way;

"GLEN"                              means Glen UK  Holdings  Limited  one of    
   the Vendors

"ICTA"                              means the Income and  Corporation  Taxes    
 Act 1988;

"ITA"                               means the Inheritance Tax Act 1984 and any  
                           reference thereto shall include any
 enactment

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                          repealed or modified thereby as if
                              section 275 of the ITA applied in like
                 manner to this agreement;

"INTELLECTUAL PROPERTY"             means  patents,   trade  marks,  service    
                                marks,     rights     (registered     or
                                unregistered)     in    any     designs;
                                applications  for any of the  foregoing;
                                trade or business  names;  and copyright
                                (including     rights    in     computer
                                software);   know-how;  secret  formulae
                                and  processes;  lists of suppliers  and
                                customers  and  other  confidential  and
                                proprietary  knowledge and  information;
                                rights    protecting     goodwill    and
                                reputation;  database  rights and rights
                                under  licences and consents in relation
                                to such  things  and all  right or forms
                                of  protection  of a  similar  nature to
                                any   of   the   foregoing   or   having
                                equivalent effect anywhere in the world;

"LAST ACCOUNTS DATE"                means 31 March  1999;                       

"MR DILLON"                         means  Robert  Paul  Dillon,  one of the    
Vendors.

"PLANNING ACTS"                     means  the  Town  and  Country  Planning    
                         Acts for the time being in force;

"PRINCIPAL ACCOUNTS"                means the audited balance sheet as at the   
                                 Last Accounts Date and audited profit and
                                   loss account for the year ended on the Last
                      Accounts Date of each Company;

"PROPERTIES"                        means the leasehold  properties  held by    
                                The     Graphic      Palette     Company
                                (Manchester)    Limited   described   in
   Schedule 3;

"PURCHASE CONSIDERATION"            means  together the Basic  Consideration    
                         and the Contingent Consideration.

"PURCHASER'S SOLICITORS"            means  McFadden  Pilkington  &  Ward  of    
                                City  Tower,   Level  4,  40  Basinghall
                 Street, London, EC2V 5DE;

"PURCHASER'S U.S. COUNSEL"          means   Greenberg   Traurig,   200  Park    
                              Avenue, New York, New York 10166, USA;

"SHARES"                            means the entire  issued  share  capital    
       in the Company;

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"TAX DEED"                          means  a deed  in the  form  set  out in    
   Schedule 6;

"TAXATION"                          means  all forms of  taxation  including    
                but without limitation:-

                               1.    any charge, tax duty or levy upon
                                        income, profits, chargeable gains or
                                         development value, land, any interest
                                          in land or in any other properties, or
                                  documents or supplies or other
                 transactions;

                                  2.    income tax, corporation tax, capital
                                     gains tax, inheritance tax, value
                                     added tax, stamp duty, stamp duty
                                          reserve tax, capital duty, customs and
                                   other import duties or national
                            insurance contributions;

                                  3.    any liability for sums equivalent to
                                       any such charge, tax, duty, levy or
                                          rates or for any related penalty, fine
                or interest.

"TCGA"                              means the Taxation of  Chargeable  Gains    
                                Act  1992  and  any  reference   thereto
                                shall include any enactment  repealed or
         modified thereby;

"TOWN PAGES SHARES"                 means  ordinary  share of 1p each in the    
                  capital of  the Purchaser.

"TURNOVER"                          means the total sum of:-                    

                                    (b)   the invoiced value, net of Value Added
                                   Tax, of goods sold and services
                              provided to customers; and

                     (c)   the value of short term
                                   work-in-progress ("WIP") at the
                                        relevant fiscal period end valued at
                                        net realisable value, to be based on
                                         estimated selling prices less further
                                         costs to be incurred to completion of
            such WIP

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                                  (d)   the value of WIP including profit on
                                      long term contracts identified and
                                     valued in accordance with SSAP 9;

                                but   less   the   sum   total   of  the
   following:-

                               (e)   the values (calculated as in this
                                       definition) at the beginning of the
                                        fiscal period of both short term WIP
                                and long term contracts; and

                                (f)   the  value  of  invoices  rendered
                                      prior  to the  end  of the  fiscal
                                      period    but    which   are   not
                                      collectible    in   the   ordinary
                                      course  of  business  and which do
                                      not realise  their full face value
                                      within  90  days of the end of the
                 fiscal period

       and excluding:-

                                  (g)   interest, insurance claims, rents or
                                   rebates received or receivable.

"VATA"                              means the Value Added Tax Act 1994;         

"VENDORS' SOLICITORS"               means  Richard  Saleh & Co of Derbyshire    
                                House,  737a  Wilmslow  Road,  Didsbury,
          Manchester M20 6WF

"WARRANTIES"                        means  the  warranties,   covenants  and    
                                undertakings  set  out in  Clause  5 and
   Schedule 4;

"WARRANTY                           CLAIM" means any claim made by the Purchaser
                                  for breach of any of the Warranties or any
                               claim made by any Company under the Tax
Deed.   

1.3   References to "FA" followed by a stated year means the Finance Act of that
year.                                                               

1.4   Words, expressions and abbreviations defined in the Tax Deed shall have   
the same meanings in this agreement.                                

1.5   References to the parties hereto include the respective successors in     
   title to the whole of their respective undertakings and, in the case of
individuals, to their respective estates                            

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and personal representatives.                                       

1.6   References to persons shall (where the context so admits) include bodies  
     corporate and unincorporated, associations, partnerships and individuals.
   Words denoting the singular shall include the plural and words denoting
any gender shall include all genders.                               

1.7   References to statutes or statutory provisions include references to      
orders or regulations made thereunder and reference to any statute, 
provision, order or regulation include references to that statute,  
provision, order or regulation as amended, modified, re-enacted or  
replaced from time to time whether before or after the date hereof  
(subject as otherwise expressly provided herein) and to any previous
statute, statutory provision, order or regulation amended, modified,
   re-enacted or replaced by such statute, provision, order or regulation.

1.8   Headings to Sections, paragraphs and descriptive notes in brackets        
    relating to provisions of taxation statutes are for information only and
 shall not form part of the operative provisions of this agreement and
shall be ignored in constituting the same.                          

1.9   References to recitals, Clauses, Schedules are to recitals to, Clauses of,
     Annexures to and Schedules to this agreement. The recitals, and Schedules
     form part of the operative provisions of this agreement and references to
this agreement shall, unless the context otherwise requires, include
references to the Recitals, Annexures and the Schedules.            

2.    AGREEMENT FOR SALE                                                        
2.1   Subject to the terms and conditions of this agreement, the Vendors shall  
      sell with full title guarantee and the Purchaser shall purchase the Shares
free from all liens, charges and encumbrances and with all rights   
attaching to them, with effect from the date of this agreement.     

3.    PURCHASE CONSIDERATION                                                    
3.1   In consideration for the sale and transfer of all and not less than all of
   the Shares from the Vendors to the Purchaser on the Completion Date the
    Purchaser shall pay to the Vendor the sum of Three million three hundred
    and seventy nine thousand eight hundred and eighty eight pounds sterling
((pound)3,379,888) (the "Basic Consideration") together with the    
   Contingent Consideration pursuant to clause 3.2 (together "the Purchase
      Consideration"). The amount of the Basic Consideration shall be subject to
reduction (if appropriate) in the manner provided in clause 3.1.2.  

      3.1.1 The Basic Consideration shall be satisfied on the Completion Date by
         the allotment to the Vendors in the Agreed Proportions of 857,972
            Town Pages Shares which the Purchaser hereby warrants and undertakes
        will be properly and lawfully issued and allotted to the Vendors
          free from all Encumbrances. provided, that such 857,972 Town Pages
            Shares shall be held in escrow by the Purchaser's US Counsel pending
         delivery of the Fairness Opinion specified in Clause 3.1.2 below.

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   3.1.2 Notwithstanding anything to the contrary contained in this Clause
     3.1, if the Fairness Opinion indicates that the amount of the
       Purchase Consideration is not within 10% either way of the fair
        value for the purchase of the Shares subject to all the terms of
         this Agreement, then the parties shall re-negotiate the amount of
      Purchase Consideration in good faith bearing in mind:- (i) the
           original amount of the Purchase Consideration; and (ii) the content
       of the Fairness Opinion and if such agreement cannot be reached
        between the parties within 14 days after receipt of the Fairness
     Opinion, either the Vendors or the Purchaser may rescind this
         Agreement on ten (10) days written notice to the other party (the
         Vendors here counting as one party) and upon the expiry of which,
         this Agreement as well as the sale of the Shares to the Purchaser
shall be deemed to be null and void, ab initio.         

3.2   In addition to the Basic Consideration, not later than 90 days after the  
  end of each of the fiscal years ending 31 March 2000 and 31 March 2001
   respectively the Purchaser shall cause to be paid to the Vendors in the
  Agreed Proportions an additional amount in each case equal to relevant
      amount of the Contingent Consideration. The Contingent Consideration shall
    be satisfied and payable by the issue of Town Pages Shares. The price of
each Town Page Share issued in satisfaction of the Contingent       
   Consideration shall be calculated at the Conversion Rate and based on a
price per share of US$6.50.                                         

 3.2.1 The Purchaser hereby undertakes with the Vendor that during the
          Earnout Period, unless the contrary may be approved, in writing or
directly procured or effected by the Vendors:-          

        (a)   the  Purchaser  shall not take or  procure  to be taken by
              the   Companies  or  any  other  party  any  action  which
              frustrates   or  prevents   the   achieving  of  the  best
              reasonably  obtainable  turnover of the  Companies for the
              Earnout  Period in either  of the two  periods  comprising
              the  same  provided  that,  for the  avoidance  of  doubt,
              nothing in this  Clause  shall be taken as  requiring  the
              provision  of funding  by the  Purchaser  to any  Company,
              other  than  the  working  capital   requirements  of  the
              Companies  which are  required  in order to  achieve  such
turnover;                                   

   (b)   the business of the Companies shall be conducted on a
           commercial basis and with a view to achieving realistic
                  budgeted profits and without material change in the method and
   manner in which it has been conducted hitherto,

            (c)   it will continue to engage the Companies to carry out work for
              it and to utilise the services of the Companies for itself
                wherever possible and to procure work for the Companies from
                third parties wherever possible, all such work to be at full
margin rates without discount or reduction, 

           (d)  the Vendors will be given full access to all the information
which they                                  

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        reasonably require in relation to the Companies, and

            (e)   there will be no material changes to the day to day management
               of the Companies save for those lawfully made in accordance
 with contractual arrangements with employees.

3.3   (a)   The  Vendors  acknowledge  and  agree  that all the  Town  Pages    
        Shares  allotted or to be allotted  pursuant hereto have been or
        will be acquired by the Vendors  for  investment  purposes  only
        and  not  with a  view  toward  the  immediate  distribution  or
        resale  thereof.  The Vendors further  acknowledge  that each of
        them  has  had  an   opportunity   to  review  the   Purchaser's
        prospectus  dated  April 30, 1999 and other  publicly  available
        information  concerning  the  Purchaser  and  ask  questions  of
        members of the Purchaser's  management  concerning its business,
        financial  condition and  prospects,  prior to making a decision
        to  accept  the  Town  Pages   Shares.   The   Vendors   further
        acknowledge   that  each  of  them  has  been   advised  by  the
        Purchaser  and its United  States  legal  counsel  that the Town
        Pages Shares to be issued on the  Completion  Date have not been
        registered  under the United States  Securities  Act of 1933, as
        amended   (the   "Securities   Act")   and  may  not  be   sold,
        transferred,   hypothecated   or   assigned   (collectively,   a
        "Transfer")   in  the  absence  of  a   registration   statement
        covering  such  Town  Pages  Shares  declared  effective  by the
        United States  Securities and Exchange  Commission  ("SEC"),  or
        an  opinion  of  legal  counsel  reasonably  acceptable  to  the
        Purchaser   to  the   effect   that  an   exemption   from   the
        registration   requirement   under  the   Securities  Act  shall
        exist.  An  appropriate  endorsement  to this effect may be made
on the certificates evidencing the Town Pages Shares.   

     In addition to, and not in lieu of the foregoing, each of the
            Vendors does hereby covenant and agree that for a period of one year
          from the Completion Date they will not effect a Transfer of any of
           the Town Pages Shares, unless such Transfer shall be part of a sale
          of substantially all of the share capital or assets of Town Pages,
          or a merger, consolidation or other corporate transaction with any
         unaffiliated third person, firm or corporation, pursuant to which
          control of the power to elect a majority of the board of directors
            of Town Pages shall pass to any such unaffiliated third person, firm
or corporation (a "Sale of Control").                   

   (b)   On or before a date which shall be thirty (30) days following the
         Completion Date, the Purchaser shall cause to be delivered to the
            Vendors a true and complete copy of the Fairness Opinion which shall
          state whether the Purchase Consideration is fair and reasonable on
         the terms of this Agreement, and if not, whether it is within 10%
either way of such fair value                           

     (c)   In rendering the Fairness Opinion and in evaluating the total value
          of the Town Pages Shares to be delivered on the Completion Date as
       the Basic Consideration, the investment banking firm shall give
          appropriate due weight to the fact that such Town Pages Shares are
          unregistered and contain restrictions on Transfer pursuant to this
Agreement and the Securities Act.                       

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3.4   The Purchaser shall procure that the Purchaser's U.S. Counsel as escrow   
      agent shall deliver 857,972 Town Pages Shares to the Vendors in the Agreed
    Proportions following receipt of the Fairness Opinion. In the absence of
      such instructions, such escrow agent shall deliver the escrowed Town Pages
Shares as instructed so to do by an order of a court of competent   
jurisdiction from which no appeal can or shall be taken.            

3.5   The Purchaser warrants to the Vendors that it will not prior to the       
      payment of the Contingent Consideration, without the prior written consent
      of the Vendor enter into any transaction which is not on arms length terms
or which is at an undervalue.                                       

3.6   The Purchaser warrants that when issued and delivered in accordance with  
      the terms of this Clause 3 the Town Pages Shares shall be duly authorised,
validly issued, fully paid and non-assessable.                      

3.7   Notwithstanding any other provision of this Agreement Glen may, subject to
the terms of this Agreement, transfer its Town Pages Shares to an   
  Affiliate of Glen, Mr Dillon may transfer his Town Pages Shares to any
     member of his immediate family or to trustees on behalf of himself or any
  of them, and either of the Vendors may sell its Town Pages Shares to a
person who offers to acquire the entire issued share capital of the 
     Purchaser or in order to enable it to satisfy any Warranty Claim. In such
event the TownPages Shares transferred shall remain subject to the  
 restrictions in clause 3.3(a) and it shall be a condition of any such
transfer that the transferee shall acknowledge the same             

3.8   If within 3 years from the date hereof any shares in the Company or any   
material part of its undertaking (including any shares in any of the
      Subsidiaries) are disposed of in any way, including (but not limited to) a
flotation, placing, sale, allotment for value or transfer), then the
  Purchaser shall forthwith thereafter pay to the Vendors in cash in the
  Agreed Proportions, 10% of the gain or profit enjoyed by the Purchaser
    which shall be equal to the total consideration received by or on behalf
of the Purchaser less:- 3.8.1 the proportionate part of the Purchase
Consideration which is                                              
        properly  attributable  to such shares or assets which have been
disposed of.;                                           
3.8.2 all other costs of whatsoever nature properly incurred by the 
         Purchaser in relation to the relevant part of the Companies being
disposed of; and                                        
3.8.3 the costs and expenses properly incurred by the Purchaser in  
           acquiring the Shares (excluding the Purchase Consideration) and the
Proper costs of the relevant disposal.                  

3.9   The Purchaser shall use all reasonable endeavours to procure registration 
     of the Townpages Shares allotted to the Vendors pursuant hereto forthwith
after the first anniversary of the date hereof.                     

4.    COMPLETION                                                                
4.1   Completion shall take place at the offices of the Vendors' Solicitors on  
the Completion Date, when subject to Clause 4.5 all the transactions
mentioned in the following sub-Clauses shall take place.            

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4.2   The Vendors shall deliver to the Purchaser:-                              

      4.2.1 duly completed and signed transfers in favour of the Purchaser or as
         it may direct in respect of the Shares together with the relative
share certificates;                                     

4.2.2 the Tax Deed duly executed by the Vendors and the Companies;  

   4.2.3 the resignation of the existing auditors of each of the Companies
       confirming that they have no outstanding claims of any kind and
       containing a statement under CA s 394(1) that there are no such
circumstances as are mentioned in that clause;          

 4.2.4 the statutory books of each Company complete and up to date and
their certificate of incorporation and common seals;    

4.2.5 the leases relating to the Properties;                        

4.2.6 the resignation of the Secretary of each of the Companies;    

   4.2.7 the entry into a Service Agreement in the Agreed Form between The
Graphic Palette Company ( Manchester) Limited (1) and Mr
Dillon (2).                                             

4.3    Board meetings of each Company shall be held at which:-                  

      4.3.1 the transfers referred to in Clauses 4.2.1 or 4.2.2 (as the case may
be) shall be approved (subject to stamping);            

  4.3.2 the  resignations  referred to in Clauses  4.2.3 and 4.2.7 shall
be submitted and accepted; and                          

4.3.3 such persons as the Purchaser may nominate shall be appointed 
additional directors and as the Secretary.              

4.4   Upon completion of the matters referred to in Clauses 4.2 to 4.3 the      
  Purchaser shall deliver to the Purchaser's U.S Counsel as escrow agent
      certificates in respect of the 857,972 Town Pages Shares to be allotted at
    Completion in respect of the part of the purchase consideration referred
to in Clause 3.1.                                                   

4.5   The Purchaser may in its absolute discretion waive any requirement        
     contained in Clauses 4.2 to 4.3, and shall not be obliged to complete the
  purchase of any of the Shares unless the purchase of all the Shares is
     completed on accordance with this agreement, but may instead rescind this
agreement without prejudice to any other remedy it may have.        

5.    WARRANTIES AND UNDERTAKINGS BY THE VENDORS                                
5.1   The Vendors individually warrant to the Purchaser that subject to Schedule
5:-                                                                 

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  5.1.1 each of them has and will have full power and authority to enter
          into and perform this agreement and the Tax Deed (as appropriate),
 which constitute or when executed will constitute binding
            obligations on it or them in accordance with their respective terms;

      5.1.2 the Shares will at Completion constitute the whole of the issued and
allotted share capital of the Company.                  

 5.1.3 there are and at Completion will be no encumbrances on, over or
       affecting the Shares and there are and at Completion will be no
   agreements or arrangements to give or create any other such
           Encumbrance and no claim has been made by any person to be entitled
to any of the foregoing;                                

5.1.4 the Vendors will be entitled to transfer the full legal and   
           beneficial ownership of the Shares to the Purchaser on the terms of
this agreement without the consent of any third party;  

  5.1.5 the  information  in  Schedule 2 relating  to the  Companies  is
true and accurate in all respects;                      

    5.1.6 The Company is the legal and beneficial holder of the whole of the
        issued share capital of all the other Companies (save for the 25
          ordinary shares of (pound)1 each in Centrix Communications held by
Paul Custy) with absolute title;                        

5.1.7 save as set out in the Disclosure Letter or as disclosed in   
          accordance with Clause 5.4, the warranties set forth in Schedule 4
          are true and accurate in all material respects at the date of this
agreement;                                              

   5.1.9 the contents of the Disclosure Letter and all of the accompanying
        documents fairly disclose every matter to which they relate; and

     5.1.10at Completion no sums will be owed by any of Glen, Glen Investments
            Limited or Gala Consultancy Limited to any of the Companies nor will
      any money be owed by any of the Companies to any of Glen, Glen
Investments Limited or Gala Consultancy Limited         

5.2   Each of the Vendors jointly and severally undertakes in relation to any   
    Warranty which refers to knowledge, information or belief of the Vendors
    or that it or he has made all reasonable enquiry into the subject matter
of that Warranty.                                                   

5.3   The rights and remedies of the Purchaser in respect of any breach of the  
     Warranties shall not be affected by Completion, or failing to exercise or
   delaying the exercise of any right or remedy except a specific and duly
   authorised written or release, and no single or partial exercise of any
right or remedy shall preclude any further or other exercise.       

5.4   None of the information supplied by any Company or its professional       
advisers prior to                                                   

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 the date of this agreement to the Vendors or their respective agents,
 representatives or advisers in connection with the Warranties and the
contents of the Disclosure Letter, or otherwise in relation to the  
 business or affairs of any Company, shall be deemed a representation,
    warranty or guarantee of its accuracy by the Company to the Vendors, and
      the Vendors waive any claim against any Company which they might otherwise
have in respect of it.                                              

5.5   The Purchaser acknowledges that it has not been induced to enter into this
  agreement by any representation or warranty other than the Warranties.

5.6   The provisions of Schedule 5 shall apply by way of limitation to and      
reduction of the Vendors liability or any Warranty Claim            

6.    RESTRICTIVE AGREEMENT                                                     
6.1   For the purpose of assuring to the Purchaser the full benefit of the      
   businesses and goodwill of the Companies, each of the Vendors severally
 undertakes by way of further consideration for the obligations of the
      Purchaser under this agreement as separate and independent agreements that
     it (in the case of Glen) or he (in the case of Mr Dillon), or any person,
 firm or corporation controlled by any of them will not with the prior
written consent of the Purchaser:-                                  

     6.1.1 at any time after Completion disclose (save for disclosure required
            by law or to professional advisers) to any person, or themselves use
          for any purpose, any information concerning the business, accounts
     or finances of any Company or any of its clients or customers
    transactions or affairs, which may or may have come to their
           knowledge which is confidential by its nature and not in the public
          domain already (other than by any act of default of such Vendors);
and                                                     

    6.1.2 for a period of not less than three years after Completion for his
          or itstheir own account or for the account or benefit of any other
          person directly or indirectly solicit, interfere with or endeavour
            to entice away from any Company any person who to their knowledge is
    now or has during the three years preceding the date of this
            agreement been a client, customer or employee of, or in the habit of
dealing with, any Company.                              

6.2   For the purpose of assuring to the Purchaser the full benefit of the      
businesses and goodwill of the Companies, Glen undertakes by way of 
 further consideration for the obligations of the Purchaser under this
    agreement that it, or any person, firm or corporation controlled it will
   not with the prior written consent of the Purchaser for a period of one
      year without the Purchaser's prior written consent either alone or jointly
 with, or as manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in the 
business of creative computer reprographics and design consulting,  
   including without limitation the design of internet website advertising
      agents and market researchers and computer graphics, save as the holder of
up to 5% of the issued share capital of any company listed on any   
recognised stock exchange.                                          

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7.    GENERAL                                                                   
7.1   No announcement of any kind shall be made in respect of the subject matter
of this agreement unless specifically agreed between the parties or 
otherwise as is required by The American Stock Exchange, Inc.       

7.2   This agreement shall be binding upon and inure for the benefit of the     
successors of the parties but shall not be assignable.              

7.3   Save when expressly otherwise provided, all expenses incurred by or on    
 behalf of the parties, including all fees or agents, representatives,
solicitors, accountants and actuaries employed by any of them in    
connection with the negotiation, preparation or execution of this   
   agreement shall be borne solely by the party who incurred the liability
and no Company shall have any liability in respect of them.         

7.4   Time shall be of the essence of this agreement, both as regards the dates 
    and periods specifically mentioned and as to any dates and periods which
   may by agreement in writing between or on behalf of the Vendors and the
Purchaser be substituted for them.                                  

7.5         (a) Any notice or other communication required to be given under    
           this agreement or in connection with the matters contemplated by it
          shall, except where otherwise specifically provided, be in writing
     in the English language and shall be addressed as provided in
Sub-Clause (b) and may be:                              

            (1)   personally delivered, in which case it shall be deemed to have
        been given upon delivery at the relevant address; or

       (2)   if within the United Kingdom, sent by first class prepaid
                 post, in which case it shall be deemed to have been given two
Business Days after the date of posting; or 

        (3)   sent by fax, in which case it shall be deemed to have been
     given when despatched, subject to confirmation of
                uninterrupted receipt by a transmission report, provide that
               any notice despatched by fax after 1700 hours (at the place
                where such fax is to be received) on any day shall be deemed
          to have been received at 0900 on the next Business Day
(b)   The addresses and other details of the parties referred to in 
Sub-Clause are, subject to Sub-Clause (c),:-            

For the Vendors:-                                       
        Name  Glen   U.K.   Holdings   Limited   c/o   S.W.   Sim   M.L.
              Laboratories plc,  Innovation Court,  Dates Park Birchwood
Warrington Cheshire WA3 3UL;                
and                                         
              Robert  Paul  Dillon at the address set out in Schedule 1;
and                                         
              c/o  the  Vendors'  Solicitors  ,  for  the  attention  of
Richard Saleh, Fax number 0161 434 9212     

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For the Purchaser                                       
  Name: TownPagesNet.com.plc   11  Market   Square,   Alton,
              Hampshire  GU34 1 HD. Fax  Number  01420  541322.  For the
attention of the Managing Director; and     
              With  copy  to  the  Purchaser's  Solicitor,   fax  number
0171-638 8799 attention CJW Stenning        

(c)   Any party to this agreement may notify the other parties to its address or
      other details specified in Sub-Clause (b), provided that such notification
    shall be effective only on the only on the date specified in such notice
    or five Business Days after the notice is given, whichever is the later,
provided that such new address shall be in the United Kingdom.      

7.6   This Agreement sets out the entire agreement and understanding between the
parties with respect to the subject matter hereof. It is agreed that
neither party has entered into this Agreement in reliance upon any  
  representation, warrant or undertaking of any other party which is not
expressly set out or referred to in this Agreement.                 

7.7   This agreement shall be governed by English law and the parties hereby    
agree to submit to the exclusive jurisdiction of the English courts.

AS WITNESS the hands of the parties hereto or their duly authorised             
representative the day and year first before written.                           

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SCHEDULE 1
VENDORS' HOLDINGS OF SHARES IN THE COMPANY    
------------------------------------------    

Vendor's Name and Address             No  of  Ordinary  Shares  of (pound)1 each

Glen U.K Holdings Limited                               900                     
Whose registered office is at                                                   
737a Wilmslow  Road,                                                            
Didsbury, Manchester M20 6WF                                                    

Robert Paul Dillon                                      100                     
Gwyndy, Pant-Du                                                                 
Enrys, Mold                                                                     
Denbighshire SH7 4DD                                                            

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SCHEDULE 2
DETAILS OF THE COMPANIES
------------------------

 MORBRIA LIMITED
REGISTERED OFFICE     Derbyshire House,                                         
737a Wilmslow Road,                 
Didsbury Manchester M20 6WF         
DIRECTORS             Robert Paul Dillon, Richard John Smith,                   
SECRETARY             Richard Ian Saleh                                         
NUMBER                2659569                                                   

THE GRAPHIC PALETTE COMPANY (MANCHESTER) LIMITED    
REGISTERED OFFICE     Derbyshire House aforesaid                                
DIRECTORS             Robert  Paul  Dillon,  Richard  John  Smith,  Robert  Alan
Bowerman Bayetto and Bryan Wilcock  
SECRETARY             Richard Ian Saleh                                         
NUMBER                2695597                                                   

CENTRIX COMMUNICATIONS LIMITED
REGISTERED OFFICE     Derbyshire House aforesaid                                
DIRECTORS             Paul Custy,  Robert Paul Dillon,  Richard John Smith,  Ian
Derrick Killeen and Morbria Limited 
SECRETARY             Richard Ian Saleh                                         

REVIEW MARKETING AND ADVERTISING LIMITED
REGISTERED OFFICE:    Derbyshire House aforesaid                                
DIRECTORS             Robert Paul Dillon, Richard John Smith                    
SECRETARY             Richard Ian Saleh                                         
NUMBER                25988312                                                  

All  of the  Companies  except  for  Morbria  Limited  are  Subsidiaries  of    
Morbria Limited. That apart none of them have any subsidiaries                  

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SCHEDULE 3
THE PROPERTIES
--------------

LEASEHOLD GRANTED TO THE GRAPHIC PALETTE COMPANY (MANCHESTER) LIMITED           

DESCRIPTION                         TENURE              DATE OF EXPIRY OF LEASE 

Unit 1 One Empress Buildings        Leasehold             12 July 2009          
380 Chester Road                                                                
Manchester M16 9EB                                                              

Unit 2 Empress Buildings            Leasehold             12 July 2009          
aforesaid                                                                       

Annexe & Basement                                                               
Empress Building aforesaid          Leasehold             12 July 2009          

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  SCHEDULE 4
WARRANTIES
----------

1     Constitution                                                              
2     Accounts                                                                  
3     Business                                                                  
4     Directors and Employees                                                   
5     Properties                                                                
6     The Companies and their Bankers                                           
7     Accuracy of Information                                                   
8     Tax Matters                                                               
9     Intellectual Properties                                                   
10    Information Technology and Millennium Compliance                          
11    Pensions                                                                  

CONSTITUTION                                                        

1.1   MEMORANDUM AND ARTICLES                                                   

    The Memorandum and Articles of Association of each Company as filed with
  Companies House are complete and accurate and have embodied therein or
    annexed thereto copies of all resolutions and agreements as are referred
      to in s.380 of the Companies Act 1985, and all amendments thereto (if any)
were duly and properly made.                                        

1.2   REGISTER OF MEMBERS                                                       

      The Register of Members of each Company contains true and accurate records
    of the members from time to time of such Company and no Company has been
     subject to any application under the Companies Act 1985 for rectification
of such register.                                                   

1.3   RETURNS                                                                   

      All such resolutions returns and other documents required by the Companies
     Act 1985 to be delivered to the Registrar of Companies in respect of each
      of the Companies have been duly delivered and are true and accurate in all
material respects.                                                  

1.4   POWERS OF ATTORNEY                                                        

    No Company has executed any subsisting power of attorney or conferred on
     any person other than its directors, officers and employees any authority
    to enter into any transaction on behalf of or to bind any Company in any
way.                                                                

1.5   SUBSIDIARIES                                                              

The details of the subsidiary companies in Schedule 2 are true and  
  accurate and save for such companies no Company has any subsidiary nor
does                                                                

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any Company own any shares or stock in the capital of nor has any   
    beneficial interest in any other company nor does any Company control or
      take part in the management of any other company or business organisation.

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ACCOUNTS                                                                        

2.1   PRINCIPAL ACCOUNTS                                                        

  The Principal Accounts comply with the provisions of the Companies Act
     1985 as applicable and have been prepared in accordance with all relevant
    statutes and with generally accepted accounting principles and practices
    and give a true and fair view of all the assets and liabilities (whether
 present or future, actual or contingent) and of the state of affairs,
   financial position and results of each Company as at and up to the Last
Accounts Date.                                                      

2.2   ACCOUNTING POLICY                                                         

      The Principal Accounts have been prepared on a basis fully consistent with
the basis upon which all audited accounts of each Company have been 
prepared.                                                           

2.3   STOCK IN TRADE                                                            

   The stock in trade of each of the Companies is in good condition and so
     far as the Vendors are aware meets all relevant statutory, regulatory and
industry accepted standards or contractual specifications.          

2.4   OFF BALANCE SHEET FINANCING                                               

No Company or any company associated in any way with any Company has
      engaged in any financing (including without prejudice to the generality of
   the foregoing the incurring of any borrowing or any indebtedness in the
      nature of borrowing including without limitation liabilities in the nature
 of acceptances or acceptance credits) of a type of which would not be
required to be shown or reflected in the Principal Accounts.        

2.5   ACCOUNTING REFERENCE DATE                                                 

      Each Company has notified the Registrar of Companies 31 March as being its
accounting reference date pursuant to the Companies Act 1985.       

2.6   BOOKS OF ACCOUNT                                                          

Each Company has properly kept and maintained all necessary books of
account minute books records register of members and other statutory
 books, which have been inspected by the Purchaser. All such documents
    contain accurate records of all material matters required to be recorded
   therein and all deeds and documents (properly stamped where stamping is
 necessary for enforcement thereof) belonging to each Company or which
      ought to be in the possession of each Company and the common seals of each
Company are in the possession of each Company.                      

2.7   [None]                                                                    

2.8.  Save to the extent of the provision or reserve  therefor  contained or    
reflected  in the  Principal                                        

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Accounts, any debts owed to any of the Companies as recorded in the 
Company's books and records are good (to the best of the Vendors'   
   knowledge and belief) and will realise their full face value within six
      months of Completion. The rights of the Companies in respect of such debts
    are believed to be valid and enforceable and not subject to any defence,
    right of set off or counter-claim, withholding or other deduction and no
    act has been knowingly done or omission permitted by or on behalf of the
   Companies whereby any of the them has ceased or might cease to be valid
    and enforceable in whole or in part. No amount included in the Principal
   Accounts as owing to any of the Companies at the last Accounts Date has
    been released for an amount less than the value at which it was included
in the Principal Accounts or is now regarded by the Vendors as      
    irrecoverable in whole or in part. None of the Companies has factored or
discounted any of its debts or other receivables or agreed to do so.

3.        BUSINESS                                                              

3.1   BUSINESS SINCE THE LAST ACCOUNTS DATE                                     

Since the Last Accounts Date the business of each Company has been  
conducted in the ordinary course of business.                       

3.2   ACQUISITION AND DISPOSAL OF ASSETS                                        

     No Company has since the Last Accounts Date acquired or agreed to acquire
    any asset for a consideration which (so far as the Vendors are aware) is
    higher than the market value at the time of acquisition nor has disposed
   of or agreed to dispose of any asset for a consideration which is lower
   than the market value or the value thereof as shown in its books at the
time of disposal.                                                   

3.3   CHARGES AND TITLE TO ASSETS                                               

      Save as registered at Companies House, no Company has created or agreed to
create or so far as the Vendors are aware, suffered to arise any    
   Encumbrance over any part of its undertaking or assets and each Company
      has and will at Completion have a good title to all the assets included in
   its Principal Accounts and to all other assets (tangible or intangible)
     used for the purpose of its business at the date hereof and to all assets
acquired since the Last Accounts Date and prior to Completion.      

3.4   LEASING ETC AGREEMENTS                                                    

Brief details of any hiring or leasing agreements, hire purchase    
     agreement, credit or conditional sale agreement, agreement for payment on
   deferred terms or any other similar agreement to which any Company is a
    party are contained in the Disclosure Letter and copies annexed thereto.

3.5   ONEROUS OBLIGATIONS                                                       

No Company is a party to any contract, transaction, arrangement or  
      liability which is material and outside the ordinary course of business of
the Company and which:-                                             

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3.5.1    is of an unusual or abnormal nature;                       
3.5.2    is for a fixed term of more than twelve months;            
   3.5.3    is of a long term nature (that is, unlikely to have been fully
           performed, in accordance with its terms, more than six months
         after the date on which it was entered into or undertaken);
      3.5.4    is incapable of termination in accordance with its terms, by such
Company, on 60 days notice or less;               
    3.5.5    involves payment by the Company by reference of fluctuations in
              the index of retail prices, or any other index or in the rate of
exchange for any currency;                        
    3.5.6    involves an aggregate outstanding expenditure by any Company of
more than (pound)25,000;                          
   3.5.7    restricts its freedom to engage in any activity or business or
      confines its activity or business to a particular place.

3.6   SUPPLY CONTRACTS                                                          

     All agreements or arrangements for the supply of services to or by any of
the Companies which involve or are likely to involve the supply of  
      services the aggregate sale value of which will represent in excess of ten
     per cent of the turnover for the preceding financial year of such Company
have been disclosed to the Purchaser in writing. No Company has been
  notified of, nor are the Vendors aware of, any breach of any Company's
     obligations under any contract, transaction or arrangement to which it is
a party or by which it is bound.                                    

3.7   EVENTS OF DEFAULT                                                         

3.7.1    No event has occurred or is subsisting which constitutes or
           results in or would with the giving of notice and/or lapse of
             time constitute or result in default or the acceleration of any
             obligation under any material agreement or arrangement to which
             any Company is a party or by which it or any of its properties,
revenues or assets are bound.                     

   3.7.2    No Company is a party to any agreement or arrangement which is
            capable of termination (without liability for compensation) by
       any other person on a change in the management control or
          shareholding of such Company or by reason of the sale of the
Shares under this agreement.                      

3.8   GUARANTEES ETC.                                                           

    No Company has given any guarantee, indemnity, warranty or bond incurred
     any other similar obligation or created any security for or in respect of
      liabilities, actual or contingent, of any person other than another one of
the Companies.                                                      

3.9   OPTIONS OVER SHARES ETC.                                                  

     Since the Last Accounts Date no share or loan capital has been created or
    issued or agreed to be created or issued by any Company and there are no
     options or other agreements outstanding which call or give any person the
     right to call (whether or not subject to conditions) for the issue of any
     share or loan capital of any Company, and neither of the Vendors is under
 any obligation of any kind whatsoever whether actual or contingent to
   sell, charge or otherwise dispose of any of such shares or any interest
therein to any other person.                                        

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3.10  LITIGATION                                                                

      No Company is engaged in any litigation, arbitration, prosecution or other
  legal proceedings (whether as plaintiff, defendant or third party) and
     there are no such proceedings pending or (so far as the Vendor are aware)
      threatened or any proceedings in respect of which any Company is liable to
   indemnify any other person concerned therein. So far as the Vendors are
     aware, there are no claims, facts or events which are likely to give rise
to any such proceedings and no Company is engaged in and no facts or
     events exist or have occurred which are likely to cause any Company to be
   involved, in proceeding or enquiries before any government or municipal
    board of enquiry or commission or any other administrative body (whether
    judicial quasi-judicial or otherwise) in which any judgement or decision
    would or might adversely affect the business of any Company or the value
of any of its assets.                                               

3.11  BUSINESS NAME                                                             

  No Company carries on, and has in the past three years carried on, any
   business under any name other than its corporate name or any derivative
thereof.                                                            

3.12  [None]                                                                    

3.13  INSURANCE                                                                 

3.13.1   Details of all subsisting and current insurance policies in
      relation to the business and assets of the Companies are
contained in the Disclosure Letter;               
    3.13.2   Each Company is now, and has at all material times been covered
           against accident, damage, injury, third party loss (including
               product liability), loss of profits and has at all times effected
          such insurance as are required by law which is still in full
force and effect;                                 
     3.13.3   So far as the Vendors are aware there are no circumstances which
               might lead to any liability under such insurance being avoided by
               the insurers or the premiums being materially increased and there
             is no claim outstanding under any such policy nor is any Vendor
        aware of any circumstances likely to give rise to a claim.

3.14  LICENCES                                                                  

     Each Company has all licences, permissions, and so far as the Vendors are
    aware, permits, consents and authorisations required for the carrying on
     of its business and no Company is in breach of the terms or conditions of
    such licences, permissions, permits, consents and authorisations. So far
     as the Vendors aware there are no pending or threatened proceedings which
     might in any way affect such licences, permissions, permits, consents and
 authorisations and there is no other reason why any of them should be
suspended, threatened or revoked or be invalid.                     

3.15  GRANTS                                                                    

     No Company has applied for nor received any financial assistance from any
supranational,                                                      

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national or local agency, body or authority.                        

4.          DIRECTORS AND EMPLOYEES                                             

4.1   The names of the Directors and Secretary shown in Schedule 2 are true and 
  complete and no person not named therein is a director of any Company.

4.2   Those particulars of all officers and employees annexed to the Disclosure 
Letter show all remuneration and other benefits:-                   
4.2.1 actually provided; nd                                         
     4.2.2 which each Company is presently bound to provide (whether now or in
     the future) to each officer and employee of each Company and are true and
    accurate in all material respects and include particulars of and details
 of participation in all profit sharing, incentive, bonus, commission,
      share option, medical insurance, permanent health insurance, directors and
  officers insurance, travel, car, redundancy and other benefit schemes,
arrangements and understandings operated for all or any employees or
former employees of each Company or their dependants whether legally
binding on such Company or not.                                     

4.3   The particulars of all employees annexed to the Disclosure Letter show the
   names, job title, date of commencement of employment and date of birth.

4.4   The Disclosure Letter or the annexures thereto contains copies of all the 
  service agreements, standard terms and conditions, staff handbooks and
  policies which apply to employees of each Company and identifies which
terms and conditions apply to which employees.                      

4.5   All employees of each Company have received a written statement of        
particulars of their employment as required by s.1 of the Employment
Rights Acts 1996 ("ERA")                                            

4.6   There are no training schemes, arrangements or proposals, whether past or 
    present, in respect of which a levy may henceforth become payable by any
   Company under the Industrial Training Act 1982 (as amended) and pending
     Completion no such schemes, arrangements or proposals will be established
or undertaken.                                                      

4.7   Since the Last Accounts Date no Company has made, announced or proposed   
   any changes to the emoluments or benefits of or any bonus to any of its
    directors, offices or employees and no Company is under an obligation to
make any such changes with or without retrospective operation.      

4.8   No past or present director, officer or employee currently has any claim  
against any Company;                                                
    4.8.1 in respect or any accident or injury which is not fully covered by
insurance; or                                           
4.8.2 in breach of contract of services or for services; or         
4.8.3 for loss of office or arising out of or connected with the    
        termination   of  his  office  of  employment   (including   any
redundancy payment)                                     
      and so far as the Vendors are aware there is no event which would or might
give rise to any such claim.                                        

4.9   Each Company has maintained adequate and suitable records regarding the   
     service of directors, officers and employees and such records comply with
the requirements of the Data Protection                             

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Act 1984.                                                           

4.10  There are no amounts owing or agreed to be loaned or advanced by the      
     Vendors or by any Company to any directors, officers and employees of any
     Company (other than amounts representing remuneration accrued due for the
   current pay period, accrued holiday pay for the current holiday year or
for reimbursement of expenses).                                     

4.11  No current, director, officer or employee of any Company has given or     
received notice to terminate his or her employment.                 

4.12  Save in accordance with their respective contracts there are no directors,
officers or employees or any Company who are absent on grounds of   
disability or other leave of secondment, maternity leave or absence.

5.    PROPERTIES                                                                

5.1.  TITLE                                                                     

5.1.1 The Properties comprise the only Properties owned, occupied or
          otherwise used in connection with their business by the Companies.

   5.1.2 The Properties are occupied under lease and the terms of any such
lease permit such occupation or use.                    

 5.1.3 The information contained in Schedule 3 as to the tenure of the
            Properties, the principal terms of the leases ("the Leases") held by
      The Graphic Palette Company (Manchester) Limited, are true and
accurate in all material respects.                      

5.2   ENCUMBRANCES                                                              

5.2.1 The Properties are free from any mortgage, debenture, charge, 
        rent-charge, lien or other encumbrance securing the repayment of
          monies or other obligation or liability of any of the Companies or
any other person.                                       

    5.2.2 The Properties are not subject to any outgoings other than general
rates, water rates and as provided in the Leases.       

5.2.3 The Properties are not subject to any restrictive covenants,  
        stipulations, easements, profits a prendre, wayleaves, licences,
      grants, restrictions, overriding interest or other such rights
vested in third parties.                                

   5.2.4 Where any such matters as are referred to in Clauses 5.2.1, 5.2.2
         and 5.2.3 have been disclosed in the Disclosure Letter, as far as
         the Vendors are aware the obligations and liabilities imposed and
         arising under them have been fully observed and performed and any
        payments in respect of them due and payable have been duly paid.

    5.2.5 The Properties are not subject to any option, right of pre-emption
or right of first refusal                               

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save as contained in or referred to in the Leases.      

5.3   PLANNING MATTERS                                                          

    5.3.1 The use of the Properties is the permitted use for the purposes of
the Planning Acts.                                      

5.4   STATUTORY OBLIGATIONS                                                     

    5.4.1 So far as the Vendors are aware, compliance has been made with all
        applicable statutory and by-law requirements with respect to the
      Properties and in particular (but without limitation) with the
            requirements as to fire precautions and under the Public Health Acts
and the Offices, Shops and Railway Premises Act 1963.   

    5.4.2 There are no outstanding and unobserved or unperformed obligations
   with respect to the Properties necessary to comply with the
            requirements (whether formal or informal) of any competent authority
exercising statutory or delegated powers.               

5.4.3 There are not in force or required to be in force any licences
         whether under the Licensing Acts 1964 or otherwise which apply to
the Properties.                                         

5.5   [None]                                                                    

5.6   CONDITION OF THE PROPERTIES                                               

     5.6.1 There are no disputes with any adjoining or neighbouring owner with
   respect to boundary walls and fences or with respect to any
    easement, right or means of access to any of the Properties.

5.6.2 The principal means of access to all of the Properties is over
           estate roads in respect of which rights, access and maintenance are
            dealt with in the Leases or over roads which have been taken over by
           the local or other highway authority and which have been taken over
          by the local or other highway authority and which are maintainable
         at the public expense and no means of access (other than the said
          estate roads) to the Properties is shared with any other party nor
subject to rights of determination by any other party.  

5.6.3 The Properties enjoy the main service of water, drainage,     
electricity and/or gas.                                 

5.6.4 The Properties are not located in an area or subject to       
circumstances particularly susceptible to flooding.     
5.7   [None]                                                                    

5.8   LEASEHOLD PROPERTIES                                                      

  5.8.1 The Companies have paid the rents and observed and performed the
            covenants on the part of the tenant contained in the Leases, and all
such leases are valid and in full force.                

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      5.8.2 All licences, consents and approvals required from the landlords and
          any superior landlords under the Leases have been obtained and the
       covenants on the part of the tenant contained in such licences,
     consents and approvals have been duly performed and observed.

 5.8.3 There is no rent review under the Leases currently in progress.

5.8.4 There is not outstanding and unobserved or unperformed any    
           obligation necessary to comply with any notice or other requirement
given by the landlord under the Leases.                 

5.9   TENANCIES                                                                 
There are no subsisting tenancies or legally enforceable rights of  
     occupation of the Properties granted or subsisting in favour of any party
other than the Companies.                                           

THE COMPANIES AND ITS BANKERS                                                   

6.1   BORROWINGS                                                                

   The total amount borrowed by each Company from its bankers or any other
      party does not exceed its facilities and the total amount borrowed by each
Company from whatsoever source does not exceed any limitation on its
      borrowing contained in its articles of association, or in any debenture or
loan stock deed or other instrument.                                

6.2   CONTINUANCE OF FACILITIES                                                 

Full and accurate details of all overdrafts, loans, leases or other 
   financial facilities outstanding or available to each Company have been
      supplied to the Purchaser and (save for entry into this agreement) neither
    the Vendors nor any Company has done anything whereby the continuance of
    any such facilities in full force and effect might be adversely affected
or prejudiced.                                                      

TAXATION                                                                        

7.1   RETURNS                                                                   

    Each Company has made all returns and supplied all information and given
all notices to the Inland Revenue or other authority as reasonably  
 requested or required by law within any requisite period and all such
returns and information and notices are correct and accurate in all 
      material respects and are not the subject of any dispute and so far as the
     Vendors are aware there are no facts or circumstances likely to give rise
to or be the subject of any such dispute.                           

7.2   DISCLOSURES                                                               

   So far as the Vendors are aware, all statements and disclosures made to
   any authority in connection with any provision of the taxation statutes
     whatsoever were when made adequate and accurate in all material respects.

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7.3   CLEARANCES                                                                

      No action has been taken by any Company in respect of which any consent or
     clearance from the Inland Revenue or other authority was required save in
  circumstances where such consent or clearance was validly obtained and
where any conditions attaching thereto were and will, immediately   
following Completion, continue to be met.                           

7.4   CLAIMS AND ELECTIONS                                                      
  No  Company  has made nor is subject  to any claim or  election  under
any or all of the following:-                                       

7.4.1    sections 2/9(1) to (6) of the TCGA (foreign assets: delayed
remittances);                                     
      7.4.2    section 35 of the TCGA (capital gains rebasing to 31 March 1982);
  7.4.3    section 24 of the TCGA (assets of negligible value or lost or
destroyed);                                       
    7.4.4    sections 54 and 175 of the TCGA and sections 152 and 153 of the
TCGA (roll-over relief);                          
7.4.5    sections 2 of the ICTA (surplus franked investment income);
7.4.6    section 47 of the ICTA (Companies income)                  
     7.4.7    sections 8, 585 or 723 of the ICTA (foreign income etc : delayed
remittances);                                     
 7.4.8    section 5 of the FA 1986 (stamp duty on reconstructions etc)
7.4.9    section 61 TCGA (appropriations to and from Stock).        

7.5   PAYMENT OF TAX BY INSTALMENTS                                             

    No Company has made an election or arrangement for the payment of tax by
instalments under sections 280 and 48 of the TCGA.                  

PROVISION FOR AND PAYMENT OF TAX                                                

7.6   GENERAL                                                                   

     The Principal Accounts make reasonable provision or reserve in respect of
     any period ended on or before the Last Accounts Date for all tax assessed
or liable to be assessed on the relevant Company or for which it is 
    accountable at the Last Accounts Date whether or not such Company has or
     may have any right of reimbursement against any other person including in
     particular (but without prejudice to the generality of the foregoing) tax
  in respect of Properties (of whatever nature) income, profits or gains
  held, earned, accrued or received by or to any person on or before the
 Last Accounts Date or by reference to any event occurring act done or
      circumstances existing on or before that date including distributions made
      down to such date or provided for in its Principal Accounts and reasonable
    provision has been made and shown in its Principal Accounts for deferred
 taxation in accordance with generally accepted accounting principles.

7.7   PAYMENT OF TAX                                                            

      7.7.1 Each Company has duly and punctually paid all tax to the extent that
            the same ought to have been paid and is not liable nor has it within
           three years prior to the date hereof been liable to pay any penalty
or interest in connection therewith.                    

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    7.7.2 Without prejudice to clause 7.7.1 each Company has paid on the due
        date:- (i) all value added tax and customs and excise duties (at
              the correct  tariff  rate) in respect of goods or services
sold or supplied or imported;               
         (ii)  all tax due in respect of payments made by it to any person
                which ought to have been made under deduction of tax and all
              such tax has been properly deducted from all such payments
made;                                       
        (iii) all advance  corporation  tax due in respect of  dividends
   and other distributions made or paid by it; and
   (iv)  all social security contributions (both employers and
                employees) due in respect of its employees and ex-employees.

7.8   PAY AS YOU EARN                                                           

     Each Company has properly operated the PAYE system and National Insurance
     Contribution system deducting tax as required by law from all payments to
      or treated as made to or benefits provided for its employees, ex-employees
      or independent contractors (including any such payments within section 134
    of the ICTA) and duly accounted to the Inland Revenue in connection with
      any such payments made or benefits provided, and so far as the Vendors are
    aware no PAYE audit or National Insurance or VAT audit in respect of any
     Companies has been made by the Inland Revenue, Contribution Agency or H M
  Customs & Excise nor has any Company been notified that any such audit
    will be made and each Company has complied with all other obligations in
respect of National Insurance.                                      

7.9   [None]                                                                    

7.10  [None]                                                                    

CORPORATION TAX                                                                 

7.11  CHANGES IN TRADE ETC.                                                     

 7.11.1   Within the period of three years ending with the date hereof
          there has been no major change in the nature of any trade or
              business carried on by any Company within the meaning of section
245 or 768 of ICTA.                               

7.11.2   There has been no cessation or discontinuance of any trade 
              carried on by any Company nor has the scale of activities in any
              trade carried on by any Company within three years hereof become
small or negligible.                              

    7.11.3   Prior to the execution of this agreement no change of ownership
        of any Company has taken place such that either or both of
              sections 245 or 768 of ICTA has or may be applied to deny relief
            in respect of loss or losses of any Company or surplus advance
corporation tax.                                  

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7.12  TRADING ASSETS                                                            

  In the event that any asset shown in the Principal Accounts as a fixed
      asset is disposed of immediately following Completion the proceeds derived
      from such asset will not be treated as a trading receipt for tax purposes.

7.13  DEDUCTIONS                                                                

 No Company has made any payment or incurred any liability to make any
     payment which could be disallowed as a deduction in computing the taxable
   profits of any Company or as a charge on any Company's income including
  (but without prejudice to the generality of the foregoing) any payment
which could be disallowed under sections 74 (general rules as to    
deductions not allowable), 338-340 (allowance of charges on income),
    779-789 (leased assets), section 787 (restriction of relief for payments
   of interest) or section125 of the ICTA (annual payments for non-taxable
consideration).                                                     

7.14  SALES AND UNDERVALUE/OVERVALUE                                            

     All transactions entered into by any Company have been entered into on an
   arms length basis and the consideration (if any) charged or received or
      paid by such Company on all transactions entered into by it has been equal
      to the consideration which might have been expected to be charged received
or paid (as appropriate) between independent persons dealing at arms
  length and no notice or enquiry pursuant to section770 of the ICTA has
been made in connection with any of such transactions.              

7.15  {None]                                                                    

7.16  CHARGEABLE POLICIES                                                       

   No Company is nor will become liable to tax in respect of any policy of
      insurance (including any life policy or life annuity contracts) whether or
not acquired as original beneficial owner.                          

7.17  DEEP DISCOUNT SECURITIES                                                  

   7.17.1No Company has issued or acquired any deep discount securities as
defined by paragraph 1(1) of schedule 4 of the ICTA.    
   7.17.2In so far as any Company has issued or acquired any deep discount
            securities as defined by paragraph 1(1) of schedule 4 of the ICTA it
          has issued or acquired (as the case may be) a relevant certificate
in terms of paragraph 13 of schedule 4 of the ICTA.     

7.18  FOREIGN BORROWINGS                                                        

     No Company has made borrowings in foreign currency whereby a liability to
tax will arise or will have arisen or a claim for tax has been made.

7.19  PENSION FUND SURPLUS                                                      

     Since the Last Accounts Date no Company has received any payment to which
schedule 22 of                                                      

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the ICTA applies.                                                   

CAPITAL ASSETS                                                                  

7.20  CAPITAL ALLOWANCES                                                        

     7.20.1No balancing charge in respect of any capital allowances claimed or
          given would arise if any assets of any Company were to be realised
            for a consideration equal to the amount of the book value thereof as
shown or included in the Principal Accounts.            

    7.20.2All necessary conditions for all capital allowances (as defined in
      section 832(1) of the ICTA) claimed by any Company were at all
           material times satisfied and so far as the Vendors are aware remain
        satisfied and no Company has since the Last Accounts Date become
liable for any balancing charge.                        

7.21  FINANCE LEASES                                                            

    7.21.1   No Company is nor has been the lessee under any leases of plant
          or machinery save for the leases specified in the Disclosure
Letter (the "Leases");                            

  7.21.2T  he machinery or plant subject to the Leases has in the period
         which is the requisite period in respect of any expenditure
             thereon by an owner or lessor for the purposes of section 39(1)
              of the CAA been used and only been used for a qualifying purpose
as defined by the section                         

    7.21.3   No assets subject to the Leases have at any time been leased by
               any Company or its lessees to a person who is not resident in the
              UK and does not use the machinery or plant for the purposes of a
trade carried on there.                           

7.21.4   So far as the Vendors are aware there is no revenue        
         investigation, revenue enquiry or other circumstances which
         dictates that any person who is or was a lessor or owner of
              equipment subject to any of the Leases will or may be denied the
               first year allowances and writing down allowances by reference to
      which the initial rental under the Lease was calculated.

7.22  INVESTMENT GRANTS                                                         

No Company has received any investment grant or similar payment or  
allowance receivable by virtue of any statute.                      

DISTRIBUTION                                                                    

7.23  REPAYMENTS OF SHARE CAPITAL                                               

 7.23.1   No Company has at any time since its incorporation repaid or
            agreed to repay or redeemed or agreed to redeem or purchase or
          agreed to purchase (or made any contingent purchase contract
             within the meaning of section 165 of the Companies Act 1985) in
              respect of any of its issued share capital or any class thereof.
Further no                                        

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     Company has after 6 April 1965 capitalised or agreed to
              capitalise in the form of shares, debentures or other securities
               or in paying up amounts unpaid on any shares, debentures or other
               securities any profits or reserves of any class or description or
    passed or agreed to be passed any resolution to do so.

  7.23.2   No Company has made (and will not be deemed to have made) any
             distribution within the meaning of sections 209, 210 and 236 of
              ICTA since 5 April 1965 except dividends properly authorised and
              shown in its Principal Accounts nor is any Company bound to make
any such distribution.                            

7.24  PAYMENTS TO BE TREATED AS DISTRIBUTIONS                                   

      No Company has issued any securities (within the meaning of section 254(1)
      of ICTA) which remain in issue where the interest payable thereon fails to
be treated as a distribution.                                       

CHARGEABLE GAINS                                                                

7.25  SALES AT BOOK VALUE                                                       

    No chargeable gain or profit (disregarding the effects of any indexation
  relief available) would arise if any assets of any Company (other than
      trading stock) were to be realised for a consideration equal to the amount
     of the book value thereof as shown or included in the Principal Accounts.

7.26  VALUE SHIFTING                                                            

      No Company has been involved in any scheme or affected by any arrangements
whereby the value of any asset has been or will be reduced such that
sections 29 and/or 30 of TCGA might be applicable.                  

7.27  [None]                                                                    

7.28  CHARGEABLE DEBTS                                                          
     No gains chargeable to corporation tax on chargeable gains will accrue to
any Company on the disposal of any debt owing to it.                

7.29  RECONSTRUCTIONS                                                           

      No Company has been involved in any share for share exchange or any scheme
     of reconstruction or amalgamation such as are mentioned in section135 and
      136 of the TCGA or section139 of the TCGA under which shares or debentures
   have been or will be issued or assets have been or will be transferred.

7.30  CORPORATE BONDS                                                           

      There has been no relevant transaction to which section 117(8) of TCGA can
apply to a corporate bond held by any Company.                      

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7.31  DEPRECIATORY TRANSACTIONS                                                 

      No loss which has arisen or which may hereafter arise on a disposal by any
      of the Companies of shares in or securities of any company is liable to be
    reduced by virtue of the application of section176 of TCGA (transactions
in a group) or section 177 of TCGA (dividend stripping).            

7.32  TRANSFERS BY WAY OF GIFT                                                  

    No Company has made any such transfer of an asset at an undervalue as is
      mentioned in section125 of TCGA or received any assets by way of a gift as
mentioned in section 282 of TCGA.                                   

ANTI AVOIDANCE PROVISIONS                                                       

7.33  TAX SCHEMES                                                               
     No Company has entered into nor been a party to nor otherwise involved in
  any scheme or arrangement designed wholly or partly for the purpose of
avoiding or deferring tax.                                          

7.34  TRANSACTIONS IN SECURITIES                                                

No Company has:-                                                    
7.35.1   become liable for tax; or                                  
7.35.2   received and will not receive or be the subject of or be   
               adversely affected by any claim for tax; arising under or imposed
            by or resulting from the operation of sections 703-709 of ICTA
               (whether alone or in conjunction with any other provisions of any
              taxation statutes whatsoever) and which wholly or partly results
         or arises from or is computed by reference in circumstances
            existing or events occurring at any time on or before the date
             hereof whether alone or in conjunction with other circumstances
arising before or after Completion.               

7.35  TRANSACTIONS IN LAND                                                      

No Company has:-                                                    
7.35.1   become liable for tax; or                                  
7.35.2   received and will not receive or be the subject of or be   
adversely affected by any claim for tax;          
   arising under or imposed by or resulting from the operation of sections
      776-778 of ICTA (whether alone or in conjunction with any other provisions
      of any taxation statutes whatsoever) and which wholly or partly results or
arises from or is computed by reference to circumstances existing or
      events occurring at any time on or before the date hereof whether alone or
in conjunction with other circumstances arising before or after     
Completion.                                                         

7.36  SALE AND LEASE BACK OF LAND                                               

Since 22 June 1971 no Company has entered into any transaction as is
mentioned in sections 34-37 or section 780 of ICTA.                 

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7.37 - 7.45 [None]                                                              

CLOSE COMPANY                                                                   

7.46 Each of the Companies is a close company as defined by section 414 ICTA.   

GROUPS OF COMPANIES                                                             

7.47  GROUP RELIEF                                                              

      The Disclosure Letter contains particulars of all arrangements relating to
   group relief under sections 402-413 of ICTA to which each Company is or
has been a party and:-                                              
   7.47.1   all claims by each Company for group relief were when made and
             are now valid and have been or will be allowed by way of relief
from corporation tax;                             
   7.47.2   no Company has made or is liable to make any payment for group
             relief otherwise than in consideration for the surrender of the
            group relief allowable to it by way of relief from corporation
tax;                                              
7.47.3   each Company has received all payments due to it under any 
           arrangement or agreement for surrender of group relief by it;
    7.47.4   no such payment exceeds or could exceed the amount permitted by
section 402(6) of ICTA;                           
    7.47.5   there exists or existed for any period of account in respect of
              which a surrender has been made or purports to have been made no
               arrangements such as are specified in section 410(1)-(6) of ICTA.

7.48  [None]                                                                    

7.49  INTRA-GROUP TRANSFERS                                                     

      None of the Companies has acquired any asset other than trading stock from
    any other company belonging at the time of acquisition to the same group
      of companies as such Company within the meaning of section 170 of TCGA and
   no member of any groups of companies of which that Company is or has at
any material time been the principal company (as defined in section 
170(2)(b) of TCGA) has so acquired any asset.                       

INHERITANCE TAX                                                                 

7.50  GIFTS                                                                     

    7.50.1   No Company is nor will become, liable to be assessed to capital
             transfer tax or inheritance tax as a donor or donee of any gift
              or transferor or transferee of value (actual or deemed) nor as a
          result of any disposition chargeable transfer or transfer of
          value (actual or deemed) made by or deemed to be made by any
other person.                                     

     7.50.2   No Company has been a party to associated operations in relation
              to a transfer of value within the meaning of section 268 of ITA.

      7.50.3   No asset owned by any Company is subject to any sale, mortgage or
charge by virtue of                               

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s.212 of ITA.                                     

7.51  [None]                                                                    

VALUE ADDED TAX                                                                 

7.52  VALUE ADDED TAX                                                           

 7.52.1   Each of the Companies is a registered taxable person for the
             purpose of the VAT legislation. No Company has at any time been
             treated as a member of a group of companies for such purpose or
              has made any application to be so treated. So far as the Vendors
           are aware no circumstances exist whereby any Company would or
           become liable for value added tax as an agent or otherwise by
virtue of section 47 of VATA.                     
    7.52.2   Each Company has complied in all respects with the requirements
        and provisions of VATA and all regulations and orders made
            thereunder (the "VAT legislation") and has made and maintained
         accurate and up-to-date records invoices accounts and other
        documents required by or necessary for the purposes of VAT
               legislation and each Company has at all times punctually paid and
made all payments and returns required thereunder.
      7.52.3   without prejudice to the generality of Section 7.53.2) no Company
has:-                                             
 (i)    taken part in conduct involving dishonesty as described in
section 60 of VATA;                               
      (ii)   committed any serious misdeclaration or neglect as described in
section 63 of VATA;                               
(iii)  issued unauthorised invoices or failed to do anything    
contemplated by section 67 of VATA;               
     (iv)   failed to comply with any regulatory requirements described in
section 69 of VATA;                               
        (v)    been notified of any assessment within sections 59 and 74 of VATA
or a surcharge notice under section 59 of VATA;   
      (vi)   made any agreement with the Commissioners of Customs and Excise
            which agreement has not been put in writing as contemplated by
section 85 of VATA.                               

    7.52.4   No Company has made any exempt supplies in consequence of which
             it is or will be unable to obtain credit for all input tax paid
               by it during any VAT quarter ending after the Last Accounts Date.

STAMP DUTY                                                                      

7.53  STAMP DUTY AND CAPITAL DUTY                                               

 Each Company has duly paid all capital duty and loan capital duty for
which it is or has at any time been liable and all documents in the 
      enforcement of which it is interested and when it is its responsibility to
    stamp have been duly stamped and since the Last Accounts Date no Company
    has been a party to any transaction whereby it was or is or could become
liable to stamp duty reserve tax.                                   

8.    [None]                                                                    

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INTELLECTUAL PROPERTY                                                           

9.1   As far as the Vendors are aware, the use by each Company of its           
      Intellectual Property does not infringe the rights of any third party, nor
    so far as the Vendors are aware does the use by any third party infringe
upon the rights of any of the Companies.                            

9.2   There are no claims or proceedings in existence or threatened in respect  
    of the use by each Company of its Intellectual Property and there are no
circumstances likely to give rise to any such claims or proceedings.

10.   INFORMATION TECHNOLOGY AND MILLENNIUM COMPLIANCE                          

10.1  None of the business systems forming part of each Company's Intellectual  
      Property has been unlawfully copied wholly or substantially from any other
material.                                                           

10.2  All the business systems, excluding software, used in the business of each
   of the Companies are owned and operated by and are under the control of
  the Companies and are not wholly or partly dependent on any facilities
    which are not under the ownership operation or control of the Companies.
    No action will (so far as the Vendors are aware), be necessary to enable
   such systems to continue to be used in the business of the Companies to
      the same extent and in the same manner as they have been used prior to the
date hereof.                                                        

10.3  Each Company is validly licensed to use the software used in its business 
and no action will be necessary to enable it to continue to use such
     software to the same extent and in the same manner as they have been used
prior to Completion.                                                

10.4  There are no disaster recovery agreements used in the course of the       
business of each Company.                                           

10.5  The performance of the business systems used in the business of each      
  Company will not be adversely affected by either any changes in and to
data information used therein or any changes to inputs and other    
     manipulations of data solely in relation to dates from 1 January 2000 and
thereafter.                                                         

10.6  The Disclosure Letter has annexed to it copies of all computer hardware   
  and software maintenance agreements, all such agreements being in full
force and effect.                                                   

PENSIONS                                                                        

11.1  No Company is under a legal obligation or liability and is not a party to 
any ex-gratia arrangement or promise to pay pensions, gratuities,   
     super-annuation allowances or the like, or otherwise to provide "relevant
     benefits" within the meaning of s.612 of the Income and Corporation Taxes
  Act 1988 to or for any of its past or present officers or employees or
     their dependants; and there are no retirement benefit or pension or death
or similar schemes or arrangements in relation to or binding on any 
Company or to which any Company contributes.                        

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SCHEDULE 5
 VENDOR PROTECTION
 -----------------

1.    INTERPRETATION                                                            
1.1   The provisions of this Schedule 5 shall operate to limit or qualify the   
 liability of the Vendors under or in connection with any term of this
Agreement the Tax Deed and the Warranties or any of them ("such     
 liabilities") and references to "such liabilities" shall be construed
accordingly.                                                        

1.2   In the Warranties, reference to "material" shall mean material in the     
context of the business of the relevant Company as a whole.         

2.    CAP                                                                       
2.1   Notwithstanding any other provision hereof the maximum aggregate liability
     of the Vendors in respect of all such liabilities shall not exceed in the
aggregate (pound)2,000,000                                          

3.    TIME LIMITS                                                               
3.1   Subject to the provisions of paragraph 3.2 of this Schedule, no claim     
      shall be brought against the Vendors in respect of such liabilities unless
  notice in writing of any such claim (specifying in full details of the
   nature of the breach and so far as is practicable the amount claimed in
  respect thereof) has been given to the Vendors within twelve months of
   Completion and any such claim which may have been made shall (if it has
      not been previously satisfied settled or withdrawn) be deemed to have been
      withdrawn on the expiration of six months from the date of the said notice
 unless proceedings in respect thereof shall have been both issued and
served on the Vendors before such expiration.                       

3.2   No claim or claims shall be brought against the Vendors in respect of     
    which the subject matter relates to Taxation unless notice in writing of
     any such claim (specifying full details of the nature of the claim and so
    far as practicable the amount claimed in respect thereof) has been given
      to the Vendors within six years of Completion and any such claim which may
    have been made shall (if it has not been previously satisfied settled or
withdrawn) be deemed to have been withdrawn on the expiration of six
 months from the date of the said notice unless proceedings in respect
     thereof shall have been both issued and served on the Vendors before such
expiration.                                                         

4.    SMALL CLAIMS AND THRESHOLD                                                
The Vendors shall not be liable in respect of any Warranty Claim unless:        

4.1   the liability of the Vendors in respect of the Warranty Claim exceeds     
(pound)5,000; and                                                   

4.2   the aggregate liability of the Vendors in respect of all Warranty Claims  
     exceeds (pound)100,000, in which case the Vendors shall be liable for the
whole amount and not merely the excess over (pound)100,000          

5.    NO DOUBLE CLAIMS                                                          
5.1   Neither the Purchaser nor any of the Companies shall be entitled to       
   recover damages in respect of any claim for breach of this Agreement or
      otherwise obtain reimbursement or restitution more than once in respect of
any one breach of any of the Warranties contained in the            

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    Agreement notwithstanding that there may be more than one breach, and so
     that for this purpose any recovery by the Purchaser shall be deemed to be
    a recovery by any of them and further any recovery in respect of a claim
      for breach of any of the Warranties shall satisfy any liability in respect
of the circumstances giving rise to such claim and vice versa.      

6.    GENERAL LIMITATIONS                                                       
6.1   The Vendors shall not have any liability in respect of such liabilities   
    and accordingly no claim may be brought in respect thereof if and to the
extent that any one or more of the following provisions may apply:- 

6.1.1    such liabilities are wholly or partly attributable to any  
      voluntary act omission transaction or arrangement of the
Purchaser after the date hereof;                  

 6.1.2    either a Company or the Purchaser is entitled to claim to be
        indemnified (and then only to the extent of the indemnity)
          against any loss or damage suffered by any of them under the
          terms of any insurance policy for the time being in force or
which reasonably ought to have been in force;     

  6.1.3    such liabilities arise in connection with any fact, matter or
              circumstance fairly disclosed in the Disclosure Letter or in the
schedules to this Agreement;                      

      6.1.4    such liabilities arise in connection with any matter provided for
   under the terms of this agreement or arising from the
implementation of the same;                       

    6.1.5    either such liabilities arise in connection with any exceptions
              or matters included mentioned provided for or referred to in the
             Principal Accounts or the audited accounts for the two previous
         accounting periods of each of the Companies or in the notes
            thereto or the subject matter of the claim giving rise to such
               liabilities was taken into account in computing the amount of any
such provision or reserve or is noted therein;    

     6.1.6    such liabilities arise wholly or partly out of as a result of or
in connection with:-                              
             6.1.6.1 any change in the nature of the business of any Company
                      (or in the manner of conducting the same) after the date
hereof; or                        
            6.1.6.2 any asset acquired or disposed of by any Company after
the date hereof; or               
             6.1.6.3 any statutory provision not in force at the date hereof
                       or any change in any statutory provision hereafter or any
                    decision of the Courts altering the generally accepted
              interpretation of any statutory provision or the
                     withdrawal of any extra statutory concession previously
                     made by or any change in practice of the Inland Revenue
                      or other taxation authority or any increase in the rates
      of Taxation in force at the date hereof;
              6.1.6.4 the passing of any resolution (including but not limited
                       to a resolution for the winding up of the relevant one of
     the Companies after the date hereof; or
             6.1.6.5 any change in the format, matter, bases, priorities and
                       principles used in the preparation of the accounts of the
                 relevant Company from those used and adopted in the
Principal Accounts;               

  6.1.7    the loss or liability resulting from such liabilities is less
            than the aggregate of any over-provision made in the Principal
     Accounts in respect of any liability and any undervalue

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of any asset recorded in the Principal Accounts.  

7.    PURCHASER'S COVENANT                                                      
7.1   The Purchaser hereby covenants with the Vendors that the Purchaser is not 
   aware of any material fact, matter or thing as may be inconsistent with
  any Warranty or that may give rise to any liability on the part of the
Vendors hereunder.                                                  

8.    SUBSEQUENT RECOVERY FROM THIRD PARTY                                      
8.1   The Purchaser shall reimburse to the Vendors forthwith an amount equal to 
    any sum paid by the Vendors in respect of any claim for such liabilities
     which is subsequently recovered by or paid to the relevant Company or the
 Purchaser by any other person (including but not limited to insurance
      payments) (less any reasonable costs and expenses incurred by the relevant
Company in making such recovery).                                   

9.    ASSIGNMENT OF CLAIM                                                       
9.1   Where having discharged any claim for breach of the Warranties the Vendors
  request the assignment to them of any right of the Purchaser or of the
relevant Company to make recovery in whole or in part from any third
party, the Purchaser will assign at Vendors' expense or procure the 
   assignment to the Vendors or as they shall direct of such right and, if
     the same is not legally capable of effective assignment, will, subject to
    being indemnified to the reasonable satisfaction of the Purchaser pursue
    such claim on behalf of the Vendors and deliver over upon receipt to the
Vendors all amounts recovered.                                      

10.   RELIEFS                                                                   
10.1  Any such liabilities shall not extend to any part of the loss or damage   
     suffered by the Purchaser or the relevant Company to the extent that such
    part shall be used or shall be capable of being used by the Purchaser or
   such Company or any present or future subsidiaries of either of them to
offset in whole or in part any past present or future liability to  
Taxation.                                                           

11.   THIRD PARTY CLAIM                                                         
11.1  Where a Company or the Purchaser is entitled (whether by reason of        
  insurance or payment discount or otherwise) to recover from some other
      person any sum in respect of Taxation or any other damage or liability the
      subject of a claim against the Vendors under this Agreement or for which a
     claim could be made hereunder (and whether before or after the Vendor has
     made payment hereunder) the Purchaser shall if so required by the Vendors
     and at the Vendors own cost and expense take or (as the case may require)
procure that the Company takes all steps (whether by way of a claim 
    against its insurers or otherwise) as the Vendors may reasonably require
to enforce such recovery and shall keep the Vendors informed to its 
   reasonable satisfaction of the progress of any action taken. Thereafter
any claim against the Vendors shall be limited (in addition to the  
    limitations on the liability of the Vendors referred to in this Schedule
     5) to the amount by which the loss or damage suffered by the Purchaser as
    a result of such breach shall exceed the amount (if any) so recovered or
     which ought properly to be recovered. The Purchaser shall not be entitled
  to make any claim in respect of such liabilities if it or the relevant
      Company fails to act in accordance with the reasonable instructions of the
Vendors in conducting any claim against a third party.              

12.   RIGHT TO FIGHT                                                            
12.1  The Vendors shall be entitled to require the Purchaser or the relevant    
Company to take all such                                            

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      reasonable steps or proceedings as the Vendors may consider appropriate in
    order to mitigate any claim in respect of such liabilities or in respect
      of the undertakings in this Agreement and the Purchaser shall procure that
   the relevant Company shall act in accordance with any such requirements
      (subject to the Purchaser and/or the relevant Company being indemnified by
the Vendors against all reasonable costs and expenses incurred in   
      connection therewith). For the purpose of enabling the Vendors to remedy a
      breach or to mitigate or otherwise determine the amount of any claim or to
     decide what steps or proceedings should be taken in order to mitigate any
claim the Purchaser shall:-                                         

     12.1.1   give notice to the Vendors within fourteen days of any breach or
              circumstance giving or likely to give rise to a breach coming to
its notice or to the notice of the Purchaser;     

      12.1.2   make or procure to be made available to the Vendors or its or his
        duly authorised representatives all relevant and available
             personnel, books of accounts, records and correspondence of the
         relevant Company for the purpose of enabling the Vendors to
ascertain or extract any relevant information; and

    12.1.3   make no admission of the fact or amount of any liability on the
             part of the relevant Company or the Purchaser without the prior
   written consent of the Vendors such consent not to be
unreasonably withheld or delayed.                 

 The Purchaser shall not be entitled to make any claim in respect of a
breach of Warranty if it fails to give the said notice or to act in 
    accordance with the reasonable instructions of the Vendors in conducting
  any dispute or negotiation in relation to the claim in accordance with
this paragraph 12.                                                  

13.   RELIANCE ON STATEMENTS                                                    
13.1  No claim shall be made against the Vendors in respect of any warranty,    
      representation, indemnity covenant undertaking or otherwise arising out of
     or in connection with the sale of the issued share capital of the Company
  except where the same is expressly contained in this agreement and the
   Purchaser confirms that it has not relied upon or been induced to enter
    into this agreement by any warranty, representation, indemnity, covenant
  or undertaking given by any person which is not expressly contained in
this agreement.                                                     

14.   DUTY TO MITIGATE                                                          
14.1  Nothing in this agreement shall be deemed to relieve the Purchaser from   
 its common law duty to the Vendors to mitigate their loss and without
     prejudice to the generality of the foregoing the Purchaser shall take and
  shall do all things in its power to procure that each of the Companies
    shall take all practicable and reasonable steps to avoid or mitigate any
    loss or liability which may give rise to a claim under the Warranties or
this agreement.                                                     

15.   DISCHARGE OF CLAIMS                                                       
15.1  In the event that the Vendors are liable to the Purchaser for a claim     
   under the terms of the agreement, such liability may at the election of
    the Purchaser or either of the Vendors be satisfied by the payment by it
    to the Purchaser of the proceeds of the sale of the Town Pages Shares or
   by returning to the Purchaser certificates representing such Town Pages
  Shares then retained by Vendors having a market value in the amount of
     such liability together with an executed stock transfer form in favour of
such person or persons (if any) as the Purchaser may direct.        

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15.2  Until such time as the Vendor shall be able to sell the Town Pages Shares 
    to satisfy any such liability under this agreement no proceedings may be
taken to effect recovery of any damages awarded under this agreement

15.3  The Purchaser hereby agrees that the Purchaser shall allow the Vendors    
      such time as is reasonably necessary either to sell sufficient of the Town
Pages Shares, or to return such number of Town Pages Shares to the  
    Purchaser (valued at the higher of $6.50 per share or the current market
value) in satisfaction of any liability for Warranty Claims.        

16.   APPORTIONMENT OF LIABILITY                                                
16.1  For the avoidance of doubt, the liability of the Vendors for such         
  liabilities shall in all circumstances be shared by them in the Agreed
Proportions so that:-                                               

    16.1  Neither of them shall have any liability in excess thereof whether
to the purchaser or any other party; and                

16.1.2Each Vendor shall indemnify the other in respect of the Agreed
            Proportion properly payable by him or it, so that the other shall be
so indemnified in respect thereof                       

17.   PRICE REDUCTION                                                           
17.1  Any amount payable by either of the Vendors in respect of a Warranty Claim
    (whether in full or in satisfaction thereof) shall be deemed to be a pro
tanto reduction, in all respects, of the Purchase Consideration     

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SCHEDULE 6                                                                      
TAX DEED                                                                        
--------                                                                        

THIS DEED  is made on                                              1999         

BETWEEN:-                                                                       

(1)   GLEN U.K. HOLDINGS LIMITED whose registered office is at Derbyshire House,
737a Wilmslow Didsbury, Manchester M20 6WF and ROBERT PAUL DILLON of
      Gwyndy Pant-Du, Enrys, Mold, Denbighshire SH7 4DD (the "Covenantors"); and

(2)   TOWNPAGESNET.COM PLC. whose registered office is at 11 Market Square,     
    Alton Hampshire GU34 1HG ("the Purchaser" which expression shall include
its successors and assigns).                                        

RECITAL                                                                         

This Tax Deed is entered into pursuant to the provisions of an agreement ("the  
Sale Agreement") made on even date pursuant to which the Purchaser agreed to    
purchase shares in the share capital of Morbria Limited from the Covenantors.   

THE PARTIES AGREE AS FOLLOWS:-                                                  

1.    INTERPRETATION                                                            

8.9   Subject to Clause 1.2 and unless the context otherwise indicates, words   
     expression and abbreviations defined in the Sale Agreement shall have the
same meanings in this deed and any provisions of the Sale Agreement 
concerning matters of construction or interpretations shall mutatis 
mutandis apply to this deed.                                        

1.2   The following words, expressions and abbreviations used in this deed      
shall, unless the context otherwise requires, have the following    
meanings:-                                                          

"Claim for Tax"          means any of the following:-               

                                  (a)   any liability to make a payment of Tax
                                    and any claim, assessment, demand,
                                    notice or other document issued or
                                     action taken by or on behalf of any
                                         person authority or body whatsoever and
                                    of whatsoever country which claims
                                   payment of Tax or any submission,
                                        return or correspondence from which it
                                    appears likely that there may be a
                                   liability to Tax or Claim for Tax
                      within (b) below, or

                              (b)   any non-availability or loss of or
                                       reduction of any Relief (including in
                                         particular a right to repayment) to the
                                  extent that such Relief has been
                                    reflected in the Net Assets of the
                                  relevant Company as shown by the
                     Principal Accounts;

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   "Company"                    shall have the same meaning as in the Sale
Agreement;

     "Companies"                  shall be deemed to include the Companies and
     any subsidiary;

"Group Relief"               means any of the following:-           

                                  (a)   relief surrendered or claimed pursuant
                                        to chapter IV part X of the ICTA 1988;

                                  (b)   advance corporation tax surrendered or
                                       claimed pursuant to s.240 of the ICTA
       1988;

                     (c)   a Transferred Tax Refund;

 "Income profits or gains"    includes    any   other    measure    by
                         reference to which Tax is computed;

  "Purchaser's Relief"         means any Relief to the  extent  that the
   same either:-

                                   (a)   has been reflected in the Net Assets of
                                      the relevant Company as shown by its
                        Principal Accounts; or

                                  (b)   arises in respect of periods after the
                     Last Accounts Date;

   "Relevant Event"             means every event, act, omission, default,
                            occurrence, circumstance, transaction,
                                   dealing or arrangement of any kind whatsoever
                                  done or omitted to be done by the Covenantor
                                 or any Company or which in any way concerns
                                   or effects any Company whether or not done or
                               omitted to be done by such Company or the
 Covenantor;

"Relief"                     means any allowance, credit, exemption,
                            deduction or relief from, in computing
                                  against or in respect of Tax or any right to
           the repayment of Tax;

     "Tax"                        means any tax, and any duty, impost, levy or
                                   charge in the nature of tax, whether domestic
                                   or foreign, and any fine, penalty or interest
                            connected therewith including (without
                                  prejudice to the foregoing) corporation tax,
                                   advance corporation tax, income tax, national
                                 insurance and social security contribution,
                                   capital gains tax, inheritance tax, petroleum
                                  revenue tax, value added tax, customs excise
                               and import duties, stamp duty, stamp duty
                             reserve tax, insurance premium tax, air
                                   passenger duty, rates and water rates and any
                                   other payment whatsoever which any Company is
                              or may be or become bound to make to any
                                person by reason of any taxation statutes;

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"taxation statutes"          means all statutes, decrees, orders and
                             regulations whether domestic or foreign
                        providing for or imposing any Tax;

     "Transferred Tax Refund"     means a tax refund relating to an accounting
                                   period as defined by section 102(3) of the FA
                                1989 in respect of which a notice has been
                                given pursuant to section 102(2) of the FA
1989;     

"Utilisation of a            means the utilisation or set off of a  
      Purchaser's Relief"         Purchaser's Relief available to any Company.

1.3   References to income, profits or gains being earned accrued or received   
 before a particular date shall include deemed income profits or gains
treated as earned accrued or received prior thereto.                

1.4   The obligations and liabilities of the Covenantor under this Deed shall be
     several only and each of them shall only be liable therefor in the Agreed
Proportions.                                                        

PAYMENT                                                                         

2.1   Subject to Clause 2.2 each of the Covenantors hereby covenant with the    
 Purchaser to pay to the Purchaser in the Agreed Proportions an amount
equal to:-                                                          

  (a)   any  liability  for Tax  which  arises  whether  in  whole or in
part:-                                                  

            (i)   in connection with or as a consequence of one or more Relevant
                Events occurring or entered into on or before Completion; or
          (ii)  in respect of or by reference to any income profits or gains
           earned, accrued or received on or before Completion; or
           (iii) in consequence of the combined effect of two or more Relevant
                 Events of which at least one shall have occurred on or before
                 Completion but only in circumstances where such Claim for Tax
                  would not have been suffered by the relevant Companies but for
                  the failure of any person (other than a company falling within
                  the definition of "Company") for the purposes of this deed) to
discharge or pay any liability for Tax;     
     (iv)  each and every loss in whole or in part of the right to
               receive any payment for Group Relief to the extent that the
                payment has been reflected in the Net Assets of the relevant
      Company as shown by its Principal Accounts; and/or
           (v)   any liability to make any payment for Group Relief and/or any
                  liability to repay any repayment received for Companies Relief
                to the extent that any such liability has not been reflected
             in the Net Assets of the relevant Company as shown by its
Principal Accounts;                         

      (b)  all reasonable costs and expenses resulting from any of the matters
referred to in clause 2.1 (a) above                     

2.2   If any Claim for Tax or liability which would have otherwise given rise to
a Claim for Tax shall be reduced or avoided in consequence of any   
Utilisation of a Purchaser's Relief this Deed                       

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    shall apply as if such Purchaser's Relief had not been available so that
   the amounts paid by the Covenantor hereunder shall be the amounts which
   would have been payable in the absence of that or any other Purchaser's
Relief.                                                             

2.3   The covenant contained in Clause 2.1(a) shall not apply:-                 

  (a)   to any Claim for Tax to the extent  that any Tax giving  rise to
        the same has been  paid  prior to the Last  Accounts  Date or to
        the extent  that  provision  or  reserve  for the  liability  to
        which the same relates has been made in the  Principal  Accounts
        of the  relevant  Company  and for the  purposes  of this Clause
        2.3(a) no  provision  or  reserve  shall be deemed to be reduced
        by reason only of an increase  in rates of Tax  announced  after
the date of the Sale Agreement;                         

    (b)   to any Claim for Tax to the extent that the same shall have arisen
            in consequence of any act or transaction which could reasonably have
           been avoided and which was carried out without the agreement of the
   Covenantor by the Purchaser or any Company after Completion
            otherwise than in the ordinary course of business of that Company as
presently carried on; or                                

   (c)   to any Claim for Tax to the extent that it arises in the ordinary
          course of business of any Company after the Last Accounts Date but
 on or before Completion and for this purpose, but without
       limitation, the following shall not be regarded as being in the
ordinary course of business:-                           

        (i)   the  declaration  or payment of any dividend or the making
of any other distribution; or               
        (ii)  any   transaction   entered  into  by  a  Company  in  the
              circumstances  where the  consideration  (if any) received
              by or as the case may be,  paid by a  Company  in  respect
              thereof  is  less  than  or more  than  the  consideration
              deemed  to have  been  received  or paid for Tax  purposes
              but to the  extent  only of the Claim for Tax  arising  in
              respect of the  amount by which the  deemed  consideration
        exceeds or is less than the actual consideration; or
   (iii) any Company ceasing or being deemed to cease, for Tax
                  purposes, to be the member of any Companies or associated with
             any other company or person whether in consequence of the
                 entering into of the Sale Agreement or anything done under it
or otherwise; or                            
          (iv)  a Relevant Event which gives rise to a liability any Company
                 in respect of the income, profits or gains, whether actual or
deemed, of any non-resident person; or      
         (v)   any other Relevant Event which gives rise to a liability to
                  tax on deemed (as opposed to actual) income, profits or gains.

    (d)   to any Claim for Tax to the extent that the same is increased as a
          result of any failure by the Purchaser or a Company to comply with
its obligations under Clause 5.                         

2.4   In computing the amount to be paid by the Covenantor under this Deed in   
 respect of any Claim for Tax no account shall be taken of any Tax for
     which any Company would have been liable in respect of such amount had it
in fact been paid to that Company.                                  

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2.5   All sums payable by the Covenantor under this Deed shall be paid free and 
clear of all deductions or withholding (including Tax) unless the   
 deduction or withholding is required by law, in which event or in the
    event that the Purchaser shall incur any liability for Tax chargeable or
      assessable in respect of any payment pursuant to this deed, the Covenantor
     shall pay such additional amounts as shall be required to ensure that the
    net amount received and retained by the Purchaser (after Tax) will equal
    the full amount which would have been received and retained by it had no
   such deduction or withholding been made and/or no such liability to Tax
      been incurred and in applying this Clause 2.5 no account shall be taken of
   the extent to which any liability for Tax may be mitigated or offset by
any Relief available to the Purchaser so that where such Relief is  
 available the additional amount payable hereunder shall be the amount
which would have been payable in the absence of such availability.  

TIMING                                                                          

3.1   Where the Covenantors become liable to make any payment pursuant to Clause
2, the due date for the making of that payment shall be:-           

  (a)   insofar as the claim  arises  pursuant  to Clause  2.1(a)  seven
        days  before  the day on  which a  payment  of Tax  becomes  due
        under or in  consequence  of the  Claim for Tax in  question  or
        seven days before the day on which any  repayment  (or increased
        repayment)  of Tax which but for such  Claim for Tax would  have
        been  available,  would  have been due and for this  purpose  it
        shall be assumed  that the  repayment  would have  become due at
the earliest possible date;                             

(b)   insofar as the liability arises pursuant to Clause 2.1(b) nine
       months after the end of the accounting period of the Company in
          relation to which the Companies Relief surrender was made or where
         the liability arises as a consequence of a liability to repay any
         payment received for or to make any payment for Companies Relief,
           seven days before the date on which that Company is liable to repay
or pay such amounts;                                    

   (c)   insofar as the claim arises pursuant to Clause 2.1(c), seven days
            before the day on which the costs and expenses fall due for payment;

      (d)   insofar as the claim arises pursuant to Clause 2.2 the date on which
       payment would have become due under sub-Clause (a) above had no
          Purchaser's Relief been available and for this purpose it shall be
       assumed that the Claim for Tax would have been made and all Tax
        would have become due at the earliest possible date (assuming no
application for postponement).                          

3.2   Where but for the non-availability, loss or reduction of any Purchaser's  
    Relief the Company could have surrendered the same to another company by
     way of Group Relief this deed and in particular Clause 3.1(a) shall apply
  as if the Tax which could have been saved as a consequence of any such
surrender would have been saved by a Company but for the said       
non-availability, loss or reduction and at the same time.           

3.3   For the purposes hereof where Tax is due or a repayment due is lost or    
reduced or a Group                                                  

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EX-4.1
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     Relief Payment is lost or reduced or falls to be repaid or where, but for
a Utilisation of a Purchaser's Relief Tax would be due or costs and 
    expenses fall due for payment, on more than one occasion then paragraphs
  (a) to (d) of Clause 3.1 shall apply separately on each such occasion.

3.4   If any sum due under Clause 2 is not paid by the Covenantor by the later  
     of the due date and the date seven days after the date of the demand made
  therefor the same shall carry interest (from such later date until the
     date of payment) at the rate of four per cent, over the base rate for the
   time being of Barclays Bank Plc (or in the absence of such rate at such
   equivalent rate as the Purchaser shall select) save that interest shall
     not start to run in respect of any payments of Tax above until seven days
before the day on which the Company makes the payment of Tax due.   

IN WITNESS WHEREOF the parties hereto have executed this Deed the day and year  
before written.                                                                 

EXECUTED AS A DEED BY STUART              )                                     
WILLIAM SIM  AS THE DULY AUTHORISED       )                                     
ATTORNEY FOR GLEN U.K. HOLDINGS LIMITED   )                                     
IN THE PRESENCE OF:-                      )                                     
EXECUTED AS DEED BY ROBERT PAUL           )                                     
DILLON IN THE PRESENCE OF                 )                                     

EXECUTED AS A DEED BY TOWNPAGESNET.       )                                     
COM PLC ACTING BY                         )                                     

DIRECTOR

          DIRECTOR/SECRETARY

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘6-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/27/00							6-K
For Period End:		7/31/99
		4/30/99		11					424B1
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