DATED 18TH APRIL, 1997 (1) THE PERSONS NAMED IN THE FIRST SCHEDULE and (2) KCI INTERNATIONAL, INC. AGREEMENT FOR THE SALE AND PURCHASE OF 80% of the issued share capital of Ethos Medical Group Limited L.K. Shields & Partners, 39-40 Upper Mount Street,...

                   DATED 18TH APRIL, 1997
                              
                              
                              
        (1)  THE PERSONS NAMED IN THE FIRST SCHEDULE
                              
                             and
                              
                (2)  KCI INTERNATIONAL, INC.










           AGREEMENT FOR THE SALE AND PURCHASE OF
             80% of the issued share capital of
                 Ethos Medical Group Limited
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                  X.X. Xxxxxxx & Partners,
                  00-00 Xxxxx Xxxxx Xxxxxx,
                          Xxxxxx 0.
                 Ref: K130/PMCG/EMH/970129D2




         THIS AGREEMENT is made on 18th April, 1997

BETWEEN

(1)  THE PERSONS NAMED IN THE FIRST SCHEDULE
     (collectively "the Vendors" which expression shall
     include their respective successors, personal
     representatives and assigns);

     and

(2)  KCI INTERNATIONAL, INC. whose principal place of
     business is at 0000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx
     00000-0000, XXX, (the "Purchaser").

WHEREAS:

A.   The Vendors together with Xx. Xxxxx Xxxxxx are the legal
     and beneficial owners between them of the entire issued
     share capital of Ethos Medical Group Limited.

B.   The Vendors have agreed to sell or procure the sale and
     the Purchaser, in reliance upon the Warranties, has
     agreed to purchase, on the terms and subject to the
     conditions of this Agreement, the number of shares set
     out opposite the name of each Vendor in column 3 in the
     First Schedule hereto, which represents 80% of the
     issued share capital of Ethos Medical Group Limited.

C.   It is agreed that Xxxxxxx Xxxxxxxx, one of the Vendors,
     will continue to hold 90,183 shares in Ethos Medical
     Group Limited on the terms set out in this Agreement.
     It is also acknowledged that Xxxxx Xxxxxx who holds 50
     shares in Ethos Medical Group Limited is not disposing
     of those shares on the date hereof.

NOW IT IS HEREBY AGREED as follows:-

                     1.00 INTERPRETATION
                     -------------------

1.01 Definitions
     -----------

     In this Agreement the Recitals and Schedules hereto, the
     following expressions shall, unless the context
     otherwise requires, have the meanings following:-

     
     "Accounts"          means

                         (a)  in relation to each Group
                              Company, the audited profit and
                              loss account of the Group
                              Company for the accounting
                              period ended on, and the
                              audited balance sheet of the
                              Group Company as at, the Last
                              Accounting Date together in
                              each case with the directors'
                              and auditors' reports and
                              includes all notes and other
                              documents attached thereto; and
                         
                         (b)  in relation to the Group, the
                              audited consolidated profit and
                              loss account of the Group for
                              the accounting period ended on,
                              and the audited consolidated
                              balance sheet of the Group as
                              at, the Last Accounting Date
                              together with the directors'
                              report and auditors' report and
                              includes all notes and other
                              documents attached thereto;
                              
     "Board"                  means the Board of Directors of
                              the Company for the time being
                              and from time to time.
     
     "Business"               means the business of selling
                              and renting speciality medical
                              equipment and devices relating
                              to patient support surfaces and
                              patient lifting and the
                              manufacture, sale and
                              distribution of trauma and
                              proning beds and trocar rods;
     
     "Business Day"           means a day other than a
                              Saturday or Sunday or public
                              holiday in Ireland;
     
     "Company"                means Ethos Medical Group
                              Limited, a company incorporated
                              in Ireland details of which are
                              set out in Part I of the Second
                              Schedule;
     
     "Companies"              means the Company and the
                              Subsidiaries;
     
     "Completion"             means the date of completion of
                              the sale and purchase of the
                              Shares in accordance with this
                              Agreement;
     
     "Confidential
        Information"          means all information not at
                              present in the public domain
                              howsoever recorded or preserved
                              used in or otherwise relating
                              to the business, customers, or
                              financial or other affairs or
                              activities of any Group Company
                              including, without limitation,
                              details of trade secrets, know-
                              how, inventions, formulae,
                              techniques, processes,
                              operations, financial
                              information, the Intellectual
                              Property Rights, customers,
                              sales targets, sales
                              statistics, market share,
                              prices, overheads, profit
                              margins, market research
                              reports and surveys,
                              advertising or other
                              promotional materials, future
                              projects, business development
                              or plans, forecasts, analyses,
                              studies, commercial
                              relationships and negotiations;
                              
    "DIBOR"                  means the rate per annum quoted
                              by The Governor and Company of
                              the Bank of Ireland to be the
                              rate at which it is offering
                              deposits in Irish pounds to
                              prime banks in the Dublin inter
                              bank market;
    
    "Directors"              means with respect to each
                              Group Company, the persons
                              identified as such in the
                              Second Schedule;
    
    "Disclosure Letter"      means the letter of today's
                              date from the Warrantors to the
                              Purchaser disclosing
                              information constituting
                              exceptions to the Warranties
                              together with all documents
                              annexed thereto;
    
    
    "Encumbrance"            means any interest or equity of
                              any person (including without
                              prejudice to the generality of
                              the foregoing any right to
                              acquire any option or right of
                              pre-emption) or any mortgage,
                              charge, pledge, lien, option,
                              restriction, right of first
                              refusal, assignment,
                              hypothecation, third party
                              right or interest, any other
                              encumbrance or security
                              interest of any kind, and any
                              other type of preferential
                              arrangement having a similar
                              effect;
    
    "Group"                  means the Company and the
                              Subsidiaries;
    
    "Group Company"          means the Company or any of the
                              Subsidiaries;
    
    "Intellectual Property"  means all patents, trade marks,
                              service marks, registered
                              designs, applications for any
                              of the foregoing, trade and
                              business names, unregistered
                              trade marks and service marks,
                              know-how, copyrights, rights in
                              designs, inventions, rights
                              under licences and consents in
                              relation to any such rights,
                              and rights of the same or
                              similar effect or nature, in
                              any part of the world;
 

    "Intellectual Property   means all Intellectual Property
     Rights"                 used, or required to be used,
                              by any Group Company, in, or in
                              connection with, its business;
    
    "Ireland"                means the island of Ireland
                              excluding Northern Ireland;
    
    "Last Accounting Date"   means 30th September, 1996;
    
    "Management Accounts"    means the unaudited profit and
                              loss account and balance sheet
                              of each Group Company and
                              consolidated profit and loss
                              account and balance sheet of
                              the Group together in each case
                              with all notes thereto for the
                              accounting period ended on 28th
                              February, 1997;
    
    "the Option"             the put and call option over
                              the Retained Shares detailed in
                              the Put and Call Option
                              Agreement contained in the
                              Fifth Schedule;
    
    "Permit"                 means a permit, licence,
                              consent, approval certificate,
                              qualification, specification,
                              registration or other
                              authorisation necessary for the
                              effective operation of the
                              Group;
    
    "Pounds"                 and the sign "IR Pounds"
 means the
                              lawful currency for the time
                              being of Ireland;
    
    "Property"               means the property short
                              particulars of which are set
                              out in the Sixth Schedule;
    
    "Purchaser's Group"      means the Purchaser and its
                              subsidiaries;
    
    "Purchaser's Solicitors" means X.X. Xxxxxxx & Partners,
                              00-00 Xxxxx Xxxxx Xxxxxx,
                              Xxxxxx 0;
    
    "Retained Shares"        the shares of Xxxxxxx Xxxxxxxx
                              referred to in Recital C and
                              Clause 2.02.
    
    "Shares"                 means 80% of the issued shares
                              of the Company as set out
                              opposite the names of the
                              Vendors in the First Schedule;
    
    "Subsidiary"             means a subsidiary of the
                              Company as listed in Part 2 of
                              the Second Schedule and
                              Subsidiaries shall be construed
                              accordingly;
    
    "Tax" and "Taxation"     all forms of taxation howsoever
                              and wheresoever arising and
                              including:-
    
                              (i)  within Ireland, income
                                   tax, surtax, corporation
                                   tax, corporation profits
                                   tax, withholding tax,
                                   stamp duty, capital duty,
                                   value added tax, advance
                                   corporation tax,
                                   residential property tax,
                                   capital gains tax, customs
                                   duty, excise duty, pay-
                                   related social insurance
                                   and other similar
                                   contributions, PAYE,
                                   estate duty, rates, gift
                                   tax, inheritance tax or
                                   any other taxes levies,
                                   customs and other duties
                                   or imposts similar to,
                                   replaced by or replacing
                                   any of them, all costs ,
                                   expenses, charges,
                                   surcharges, whether by way
                                   of penalty or additional
                                   liability to tax,
                                   penalties and interest
                                   included in or relating to
                                   any tax assessment
                                   therefore; and
                              


                              (ii) outside Ireland, all taxes
                                   including (without
                                   limitation) taxes on gross
                                   or net income profits or
                                   gains, receipts, sales,
                                   use, occupation,
                                   franchise, value added,
                                   personal property and
                                   other taxes, levies,
                                   imposts, duties, charges
                                   or withholdings of any
                                   nature whatsoever and all
                                   penalties charges and
                                   interest included in or
                                   relating to any tax
                                   assessment therefor.
    
    "Tax Deed"               means the deed containing
                              indemnities in respect of
                              taxation in the agreed form
                              between the Warrantors, the
                              Purchaser, the Company, the
                              companies listed in the Second
                              Schedule thereto;
    
    "Warrantors' Solicitors" means Xxxxxx Xxx, 00-00 Xx.
                              Xxxxxxx'x Xxxxx, Xxxxxx 0; and
    
    "Warranties"             means the representations and
                              warranties contained in the
                              Third Schedule.
    
    "Warrantors"             means Xxxxxxx Xxxxxxxx and
                              Xxxxxx Xxxxxx.
    
1.02 Construction
     ------------

     (1)  Any reference to a "subsidiary" or "holding
          company" shall be construed in accordance with
          section 155 of the Companies Act, 1963;
     
     (2)  Any reference to a document being in the "agreed
          form" is a reference to a document in a form agreed
          between the parties and for the purposes of
          identification initialled by or on behalf of the
          parties;
     
     (3)  Any reference to a statutory provision shall
          include any modification, re-enactment or extension
          thereof;
     
     (4)  Any reference to a Clause or Schedule, unless the
          context otherwise requires, is a reference to a
          clause of or schedule to this Agreement and
          references to sub-clauses or paragraphs are, unless
          otherwise stated, references to sub-clauses of the
          clause or paragraphs of the Schedule in which the
          reference appears and references to this Agreement
          include the Schedules;
     
     (5)  Words importing the singular includes the plural
          and vice versa, words importing the masculine
          includes the feminine, and words importing persons
          includes corporations.
     
     (6)  Words such as "hereunder", "hereto", "hereof" and
          "herein" and other words commencing with "here"
          shall unless the context otherwise requires, refer
          to the whole of this Agreement and not any
          particular clause or paragraph thereof.
     
1.03 Headings
     --------

     The headings in this Agreement are inserted for
     convenience only and shall not affect the interpretation
     or construction of this Agreement.


                   2.00 SALE AND PURCHASE
                   ----------------------


2.01 Sale and Purchase of Shares
     ---------------------------

     Subject to the provisions of this Agreement, each of the
     Vendors shall sell as beneficial owner and the Purchaser
     shall purchase free from all Encumbrances together with
     all rights of any nature whatsoever now or hereafter
     attaching or accruing to them the number of the Shares
     set out opposite such Vendor's name in column 3 of the
     First Schedule.

2.02 Retained Shares
     ---------------

     Xxxxxxx Xxxxxxxx shall retain 90,183 shares in the
     Company currently registered in his name and such shares
     shall be subject to the Option ("the Retained Shares").


2.03 Simultaneous Completion
     ------------------------

     The Purchaser shall not be obliged to complete the sale
     and purchase of any of the Shares unless the sale and
     purchase of all of the Shares is completed
     simultaneously.

                  3.00 CONDITIONS PRECEDENT
                  -------------------------

3.01 Conditions Precedent
     --------------------

     Completion is subject to and conditional upon the
     following conditions being fulfilled to the satisfaction
     of, or waived by, the Purchaser, on or before the date:

     (a)  the Minister for Enterprise and Employment ("the
          Minister"):
     
          (i)  having stated in writing that he has decided
               not to make an order under section 9 of the
               Mergers Take-Overs and Monopolies (Control)
               Act, 1978 ("the Act") in relation to the sale
               and purchase of the Shares; or
          
          (ii) the Minister's having made an order in
               relation to such sale and purchase attaching
               conditions acceptable to the Purchaser and the
               Vendors; or
          
          (iii)the relevant period within the meaning of
               section 6 of the Act having elapsed without
               the Minister's having made an order under the
               Act; or
          
          (iv) the Minister having stated in writing that the
               Act is not applicable;
     
     (b)  Xxxxxxx Xxxxxxxx having entered into an Employment
          Agreement with the Company in the agreed form;
     
     (c)  Forbairt having confirmed in writing to the
          Purchaser that it does not intend to cancel, revoke
          or request the repayment of any grant paid or
          payable to any Group Company or terminate any lease
          with any of them as a result of the acquisition by
          the Purchaser of the Shares;
     
     (d)  the Purchaser having carried out full investigation
          into the business affairs, financial position,
          performance and prospects of each of the Company
          and the Subsidiaries and the Purchaser being
          satisfied in its sole discretion with the results
          of such examination;
     
     (e)  the Purchaser being satisfied in its sole
          discretion with the results of the Purchaser's
          Solicitors' investigation into the title of the
          Property;
     
     (f)  the receipt of any other approvals, authorisations
          or consents which the Purchaser shall reasonably
          deem to be necessary or desirable, on terms
          acceptable to the Purchaser;
     
     (g)  the Warranties being true and correct at
          Completion;
     
     (h)  evidence of the waiver of any and all rights of pre-
          emption or other restrictions on the transfer of
          the Shares howsoever arising;
     
     (i)  the approval of the transaction provided for in
          this Agreement by the board of directors of the
          Purchaser and the Board.

     
                     4.00 CONSIDERATION
                     ------------------


4.01 Total Consideration
     -------------------

     (a)  The aggregate consideration payable by the
          Purchaser to the Vendors for the Shares shall be
          IR pounds 1,440,122.50.  The payment to which each of the
          Vendors is entitled at Completion shall be that set
          opposite that Vendor's name in column 4 of the
          First Schedule.
          
     (b)  The aggregate consideration hereunder shall be
          satisfied as follows:-
     
          (i)  payment by the Purchaser of a total of
               IR pounds 1,297,888.60 on Completion by way of bank
               draft to each Vendor other than the Warrantors
               and the XXX/Forbairt, and by way of
               telegraphic transfer to the Warrantors and the
               XXX/Forbairt for the amount of the
               consideration set out opposite their names in
               column 4 of the First Schedule;
          
          (ii) payment by the Purchaser of IR pounds 142,233.93 by
               telegraphic transfer on Completion to the
               Purchaser's Solicitors and the Warrantors'
               Solicitors ("the Retention") to be held by
               them in accordance with the provisions of the
               Sixth Schedule.


                       5.00 COMPLETION
                       ---------------
 
5.01 Completion
     -----------

     Completion shall take place at the offices of the
     Purchaser's Solicitors on April, 1997 or such other date
     as may be agreed between the parties hereto whereupon
     the matters referred to in the following paragraphs of
     this clause shall take place.


5.02 Vendors' Obligations
     --------------------
     On Completion the Vendors shall

     (1)  (a)  deliver to the Purchaser executed
               transfers of the Shares by the registered
               holders thereof or by their duly authorised
               attorney in favour of the Purchaser or its
               nominee together with the relative share
               certificates (if issued) or an appropriate
               indemnity;
     
          (b)  Share certificates in respect of all issued
               shares in the capital of each of the
               Subsidiaries not held by a Group Company
               together with duly executed transfers in blank
               and declarations of trust in respect of all
               such shares as are beneficially owned by but
               not registered in the name of a Group Company.
          
          (c)  Any waivers, consents or other documents
               necessary to vest in the Purchaser the full
               beneficial ownership of the Shares and to
               enable the Purchaser or its nominee(s) to be
               registered as owners of the Shares.
          
          (d)  If requested, evidence in a form satisfactory
               to the Purchaser of satisfaction of the
               Conditions Precedent.
          
          (e)  Evidence satisfactory to the Purchaser that
               any registered charges (other than the charges
               in favour of AIB Bank plc) created by members
               of the Group have been discharged.
          
          (f)  As evidence of the authority of each person
               executing any document referred to herein on
               behalf of the Vendors, a copy of the Power of
               Attorney conferring the authority or where the
               Vendors are incorporated, of a resolution of
               the board of directors of such Vendor
               conferring authority on the person(s)
               executing the documents.
          
     (2)  procure the passing of a resolution of the board of
          directors of the Company and where necessary of
          each other Group Company resolving:-
     
          (a)  to register the transfers referred to in
               5.02(1)(a) and 5.02(1)(b) (subject only to due
               stamping);
          
          (b)  to appoint such persons as the Purchaser may
               nominate to be directors, secretary and
               auditor of each Group Company; and
          
          (c)  to change the registered office of each Group
               Company to such place as the Purchaser shall
               nominate;
          
          (d)  to change the financial year end of each Group
               Company to such date as is nominated by the
               Purchaser;
               
          (e)  to approve and authorise the execution by the
               Companies of the Tax Deed;
               
          (f)  to approve and authorise the execution by the
               Company of the Employment Agreement in the
               agreed form with Xxxxxxx Xxxxxxxx.
               
     (3)  procure the revocation of all authorities to the
          bankers of the Company relating to bank accounts,
          and co-operate in giving authority to such persons
          as the Purchaser may nominate to operate the same;
     
     (4)  deliver to the Purchaser:
     
          (a)  all title deeds and other documents of title
               to the Property which are in the possession or
               control of the Vendors at the date of
               Completion or in the case of any such
               documents which are not in their possession or
               control, details of the whereabouts of such
               documents;
          
          (b)  the minute book, share register, seal, share
               certificate book, cancelled share
               certificates, certificate of incorporation and
               certificates of incorporation on change of
               name and other corporate records of the
               Companies;
          
          (c)  letters of resignation in the agreed form from
               each of the directors other than Mr. Xxxxxxx
               Xxxxxxxx and secretary of the Companies and
               from the auditors if requested;
          
          (d)  the Tax Deed duly executed by the parties
               listed in the First Schedule thereto, Ethos
               Medical Group Limited and the companies listed
               in the Second Schedule thereto; and
          
          (e)  the Employment Agreement duly executed by Mr.
               Xxxxxxx Xxxxxxxx.
          
          (f)  original Certificates of Registration of any
               of the Intellectual Property.
          
          (g)  the Put and Call Option Agreement duly
               executed by Xxxxxxx Xxxxxxxx.
          
     (5)  Cause such of the directors and secretary of the
          Companies as the Purchaser may nominate to retire
          from all their offices with the Companies.
     

5.03 Purchaser's Obligation
     ----------------------

     (i)  At Completion the Purchaser shall deliver to the
          Warrantors' Solicitors:

          (a)  bank drafts for each Vendor other than the
               Warrantors and XXX/Forbairt and telegraphic
               transfers to the Warrantors and XXX/Forbairt
               amounting in total to IR pounds 1,297,888.60 (which
               shall be a sufficient discharge of the
               Purchaser).
          
          (b)  the Tax Deed duly executed by the Purchaser.
          
          (c)  the Put and Call Option Agreement duly
               executed by the Purchaser.
          
     (ii) At Completion the Purchaser shall deliver by
          telegraphic transfer to the Purchaser's Solicitor
          and the Warrantors' Solicitor the sum of
          IR pounds 142,233.93 ("xxx Xxxxxxxxx") for lodging in the
          Escrow Account.


                       6.00 WARRANTIES
                       ---------------

6.01 Vendors' Warranties
     -------------------

     Each of the Vendors represent, warrant to and undertake
     with the Purchaser and its successors in title that the
     Warranties specified in paragraphs 1, 2 and 8(b) of the
     Third Schedule (to the extent that such Warranties
     relate to such Vendor or to the Shares set opposite the
     name of such Vendor in column 3 of the First Schedule)
     are at the date hereof true and accurate in all respects
     and not misleading.
     
6.02 Warranties
     ----------
     
     (i)  The Warrantors represent and warrant to and
          undertake with the Purchaser and its successors in
          title that each of the Warranties is true and
          accurate in all  respects and not misleading at the
          date hereof subject to those matters fully, fairly
          and accurately disclosed in the Disclosure Letter.
          Each Warranty is given to the Purchaser on its own
          behalf and as trustee for the Companies. The
          Warrantors acknowledge that the Purchaser is
          entering into this Agreement in reliance upon
          (inter alia) each of the Warranties.

     (ii) Each of the Warranties shall be construed
          separately and independently and shall not be
          limited or restricted by reference to or inference
          from any other provision of this Agreement or any
          of the other Warranties or the Tax Deed.

     (iii)In the event of a breach of any of the
          Warranties which results in the diminution of the
          assets and/or an increase in the liabilities of any
          Group Company, then, without prejudice to any other
          claims the Company may make, the amount payable to
          the Purchaser by way of damages for such breach
          shall be the amount of such diminution or increase.

     (iv) The Purchaser may release or compromise the
          liabilities of any of the Warrantors or Vendors
          hereunder or under the Tax Deed or grant to any
          Warrantor or Vendor time or other indulgence
          without affecting the liability of any other
          Warrantor or Vendor hereunder or under the Tax
          Deed.

     (v)  No failure to exercise and no delay in exercising
          on the part of the Purchaser any right or remedy in
          respect of any of the Warranties or any right or
          remedy under the Tax Deed shall operate as a waiver
          of such right, remedy or warranty nor shall a
          single or partial exercise of such right or remedy
          or the exercise of any other right or remedy.

     (vi) The Warrantors shall indemnify and keep indemnified
          the Purchaser against all reasonable costs or
          expenses which may be incurred by the Purchaser in
          connection with the enforcing of any of its rights
          (whether for breach of warranty or otherwise) under
          this Agreement and/or the Tax Deed.

     (vii)Where any liability falls on the Warrantors both in
          respect of any breach of the Warranties and under
          the Tax Deed then the Purchaser will be entitled to
          claim in respect of either and/or both provided
          always that in calculating sums payable in respect
          of breach of Warranties account shall be taken of
          sums paid out by the Warrantors under the Tax Deed
          and vice versa.

     (viii)The liability of the Warrantors shall be limited
          in accordance with the following provisions of this
          clause unless otherwise stated in this Agreement or
          the Tax Deed:-

          (a)  The Warrantors shall not be liable unless and
               until the aggregate amount of all liability
               under the Warranties and the Tax Deed shall
               have exceeded the total sum of IR pounds 50,000 and
               in such circumstances the Warrantors shall be
               liable for all sums in excess of that sum of
               IR pounds 50,000;
     
          (b)  The aggregate liability under the Warranties
               and Tax Deed of each Warrantor shall not
               exceed the amount of the purchase price
               receivable pursuant to this Agreement save in
               the case of any claim relating to the title of
               such Warrantors to any of the Shares whereupon
               the liability of the Warrantors is to be
               without limitation or qualification of any
               description;
     
          (c)  The Warrantors shall not be liable in respect
               of a breach under the Warranties or the Tax
               Deed to the extent that full and specific
               provision or reserve was made for the matter
               giving rise to the claim in the Accounts, or
     
          (d)  The Warrantors shall not be liable in respect
               of a breach under the Warranties to the extent
               that any loss arising from such breach is
               recovered by the Purchaser or any Group
               Company under a policy of insurance in force
               at the date of the loss.
     
          (e)  The Warrantors shall not be liable in respect
               of any breach of the Warranties or the Tax
               Deed to the extent that such breach would not
               have arisen but for a change in legislation
               after Completion;
     
     (ix) The Purchaser shall not be entitled to make a claim
          against the Warrantors under the Warranties and/or
          the Tax Deed unless written particulars thereof
          shall have been given to the Warrantors (containing
          details of the event or circumstances giving rise
          to the breach, the basis upon which the claim is
          made and the total amount of the liability which
          results to the extent that such information is
          available to the Purchaser):
     
          (a)  in the case of a claim under the Warranties
               where the subject matter of the claim is based
               upon or in respect of Taxation or in the case
               of a claim under the Tax Deed on or before the
               Fourth Anniversary of Completion; or
          
          (b)  in the case of any other claims under the
               Warranties, on or before the second
               anniversary of Completion.
     
     (x)  The Warrantors hereby waive and agree not to
          enforce any right which they may have against any
          Group Company or any officer, employee or adviser
          of or to any Group Company (other than the
          Warrantors) arising out of any information or
          advice supplied or given for the purpose of
          assisting the Warrantors to give any of the
          Warranties or to prepare the Disclosure Letter.

     (xi) The Purchaser shall be entitled to make a claim
          under the Warranties and/or the Tax Deed whether or
          not the Purchaser could have discovered (whether by
          investigation or otherwise) that any of the
          Warranties have not been complied with or carried
          out or are otherwise untrue or misleading.

     (xii)The rights and remedies of the Purchaser in respect
          of a breach of any of the Warranties or liability
          under the Tax Deed shall not be affected  by
          completion of the sale and purchase of the Shares.

     (xiii)Without prejudice to any other right or remedy of
          the Purchaser under this Agreement or otherwise all
          sums payable by the Vendors under this Agreement
          shall bear interest from a date 21 days after the
          date on which the Vendors' liability has been
          agreed or determined at the rate of 4% above DIBOR,
          such interest to be compounded quarterly (so that
          interest shall be paid on interest) and to accrue
          after as well as before any judgement.

     (xiv)Notwithstanding any other provision of this
          Agreement, no limitation of any kind whatsoever
          shall apply to any claim made hereunder or under
          the Tax Deed if such claim is based on any
          fraudulent act, omission or misrepresentation of
          any of the Warrantors made with the intention of
          deceiving the Purchaser.

     (xv) Where any statement is qualified by the expression
          "so far as the Warrantors are aware" or "to the
          best of the Warrantors' knowledge, information or
          belief" or any similar expression, that knowledge
          shall be deemed to refer to such knowledge,
          information and belief and/or awareness (as the
          case may be) after the making of due and careful
          enquiries by the Warrantors with regard to the
          subject matter thereof and the Warrantors shall be
          deemed to have made or given such statement on that
          basis.
     
     (xvi)If the Purchaser shall have a claim under the
          Warranties, any monies recovered pursuant to such
          claim shall be deemed to be a reduction of the
          consideration payable hereunder.
     
     (xvii)The liability of the Warrantors hereunder and under
          the Tax Deed shall be several and not joint.
     
     (xviii)If any provision in the Accounts shall prove to
          be excessive and there are no provisions in the
          Accounts which are not sufficient to cover in full
          the liability which they provide for then the
          amount of such excess (or where other provisions or
          another provision is/are not sufficient, the amount
          of the excess remaining after deducting the amount
          of such insufficiency) may be set off against any
          liability of the Warrantors arising as a result of
          a breach of the Warranties.
     
     (xviv)If there is any liability of the Warrantors under
          the Warranties and/or Tax Deed such liability shall
          be discharged first out of the Escrow Account to
          the extent available.

     
              7.00 COVENANTS OF THE WARRANTORS
              --------------------------------
   
7.01 Competition Covenants
     ----------------------

     As a further consideration for the Purchaser entering
     into this Agreement, Xxxxxxx Xxxxxxxx, one of the
     Vendors, hereby covenants with the Purchaser and each of
     the Companies as follows:

     (a)  that  he will not for a period commencing on the
          date hereof and terminating two years from the date
          hereof either as principal, partner, agent or
          otherwise howsoever whether directly or indirectly
          carry on or help or assist in carrying on within
          Ireland, or any other country where in the two
          years preceding the date hereof any of the
          Companies has sold products, in any businesses
          which competes, directly or indirectly with the
          Business;
     
     (b)  that he will not during the like period within the
          like area either as principal, partner, agent or
          otherwise howsoever directly or indirectly be
          engaged concerned or interested in carrying on the
          said businesses or any of them;
     
     (c)  that he will not at any time hereafter make use of
          or disclose for his  own benefit or for or to or on
          behalf of any other person, firm, company or
          corporation any Confidential Information which he
          now possesses appertaining to the business or
          affairs of the Companies or of any clients,
          customers or other persons having dealings with the
          Companies save that this obligation shall not apply
          to any confidential information which is already in
          the public domain or which subsequently enters the
          public domain through no fault or default of
          Xxxxxxx Xxxxxxxx or to any information which he
          subsequently receives from a third party who is not
          in breach of any obligations of confidentiality;
     
     (d)  that he will not for the like period either on his
          own behalf or on behalf of any person, firm,
          company or corporation, competing or endeavouring
          to compete with the Companies directly or
          indirectly solicit or endeavour to solicit or
          obtain the custom of any person, firm, company or
          corporation that is now a customer of the Companies
          or which at any time in the two years preceding the
          date hereof has been a customer of the Companies;
     
     (e)  that he  will not for the like period either on his
          own behalf or on behalf of such persons as
          aforesaid directly or indirectly solicit or
          endeavour to solicit or obtain the services of any
          person employed by the Companies or use his
          knowledge or influence over any such customer or
          employee or any person, firm, company or
          corporation known to him as contracting with or
          having dealings with the Companies to or for his
          own benefit or that of any other person, firm,
          company or corporation in competition with the
          Companies;
     
     (f)  the benefit of each and every of the covenants set
          out in paragraphs (a) to (e) shall be deemed to be
          separate and severable and enforceable by the
          Companies and/or the Purchaser accordingly.  In the
          event of any covenant contained in this Clause
          being held unreasonable by reason of the area,
          duration, type or scope of restriction contained
          therein the said covenant shall be given effect to
          in its reduced form as may be decided by any Court
          or competent jurisdiction;
     
     (g)  Xxxxxxx Xxxxxxxx each of the Warrantors hereby
          acknowledges that all of the restrictions herein
          contained are reasonable and valid and hereby
          waives any and all defences to the strict
          enforcement thereof by the Purchaser and/or the
          Companies.

                        8.00 GENERAL
                        ------------

8.01 Announcements
     --------------

     Unless required by law or by the rules of any stock
     exchange no public announcement, communications or
     circular concerning the transactions referred to in this
     Agreement shall be made or despatched at any time
     (whether before or after Completion) by any party
     without the prior written consent of the other parties
     (such consent not to be unreasonably withheld or
     delayed).

8.02 Costs
     -----

     Each party shall pay its own costs of and incidental to
     the negotiation, preparation, execution and
     implementation by it of this Agreement and of all other
     documents referred to in it.

8.03 Further Assurances
     ------------------

     At any time after Completion the Vendors shall (at the
     reasonable expense of the Purchaser) do and execute, or
     cause to be done and executed, all necessary acts,
     deeds, documents and things as may be reasonably
     requested of them by the Purchaser to give effect to
     this Agreement.  In addition, the Vendors shall provide,
     or procure to be provided, to the Purchaser any
     information or documents relating to the business and
     affairs of any Group Company, which is in their
     possession or under their control and until registration
     of the Purchaser as owner of the Shares in the register
     of members the Vendors shall co-operate in any manner
     required by the Purchaser to enable the Purchaser to
     exercise the rights attaching to the Shares.


8.04 Waiver
     ------

     The failure to exercise or delay in exercising a right
     or remedy under this Agreement shall not constitute a
     waiver of the right or remedy or a waiver of any other
     rights or remedies and no single or partial exercise of
     any right or remedy under this Agreement shall prevent
     any further exercise of the right or remedy or the
     exercise of any other right or remedy.

8.05 Rights and Remedies Cumulative
     ------------------------------

     The rights and remedies of the Purchaser contained in
     this Agreement are cumulative and not exclusive of any
     rights or remedies provided by law.

8.06 Survival of Obligations
     -----------------------

     This Agreement shall enure to the benefit of and be
     binding upon the personal representatives and estates of
     each of the Vendors.

8.07 Assignment
     ----------

     Neither party shall assign or transfer or purport to
     assign or transfer any of its rights or obligations
     under this Agreement except that the benefit of the
     Warranties may be assigned in whole or in part and
     without restriction by the person for the time being
     entitled to the benefit of the Warranties.

8.08 Notices
     -------

     Any notice or other communication under or in connection
     with this Agreement shall be in writing and shall be
     delivered personally or by post or sent by fax, to the
     party due to receive the notice or communication at its
     address set out in this Agreement or such other address
     as either party may specify by notice in writing to the
     other.  Any notice or other communication shall be
     deemed to have been duly given if delivered personally,
     when left at the address referred to in this clause, if
     sent by post, two days after posting it, and if sent by
     fax, on completion of its transmission.
     

8.09 Governing Law and Jurisdiction
     ------------------------------
   
     This Agreement is governed by, and shall be construed in
     accordance with the laws of Ireland.  Each party
     irrevocably agrees that the courts of Ireland shall have
     exclusive jurisdiction to hear and determine any suit,
     action or proceedings and to settle any disputes which
     may arise out of or in connection with this Agreement
     and, for such purposes, each party irrevocably submits
     to the jurisdiction of the courts of Ireland.

8.10 Entire Agreement
     ----------------

     This Agreement (together with the Disclosure Letter, the
     Tax Deed and all documents in the agreed form)
     constitutes the entire understanding and agreement
     between the parties and supersedes all prior agreements,
     arrangements, letters and discussions between the
     parties.  No variation of this Agreement shall be valid
     unless it is in writing and signed by or on behalf of
     each of the parties.

8.11 Counterparts
     ------------

     This Agreement may be executed in any number of
     counterparts each of which when executed and delivered
     shall be an original, all the counterparts together
     shall constitute one and the same instrument.


IN WITNESS whereof this Agreement has been entered into the
day and year first herein written.



                       FIRST SCHEDULE

                         The Vendors


1.              2.              3.              4.
Name            Address         No. of Shares   Consideration
                                                Payable on
                                                Completion
Xxxxxxx         Xxxxxx, The        209,129      pounds 834,424.71
Xxxxxxxx        Pigeons,                        (less 10% for
                Athlone, Co.                    Retention
                Westmeath.                       pounds 83,442.47) =
                                                pounds750,982.24
                                                
                                                
Xxxxxx Xxxxxx   San Antonio,        90,951      pounds 362,894.49
                Ballinacurna                    (less 10% for
                Close,                          Retention
                Limerick.                       pounds 36,289.45) =
                                                pounds 326,605.04
                                                
                                                
XXX/Forbairt    Wilton Park         56,396      pounds 225,020.04
                House,                          (less 10% for
                Xxxxxx Xxxxx,                   Xxxxxxxxx
                Xxxxxx 0.                       pounds 22,502.01) =
                                                pounds 202,518.03
                                                
                                                
Xxxxxx Xxxxxxx  Xxxxxxx Xxxx,          000      pounds 1,197.00
                Stamullen,                      
                Co. Meath.
                      
Xxxxxxx         18 Greenpark,        2,820      pounds 11,251.80
Xxxxxxx         Xxxxxx Xxxx,                    
                Xxxxxx 00.                      

Xxxxxx Xxxxxxx  Dun Ciarrain,          550      pounds 2,194.50
                Ballincrossig,                  
                Glanmire,                       
                Co. Cork.

Xxxxx Xxxxxx    Ballygarvan,           787      pounds 3,140.13
                Xxxxxxxxxx,                     
                Xxxxxxxxxx,                     
                Xx. Xxxxx.
                                ______________  ______________
TOTAL                              360,933       1,297,888.60 pounds



                       SECOND SCHEDULE
                       ---------------

The Company and the Subsidiaries


             PART 1: ETHOS MEDICAL GROUP LIMITED
                   Formerly Ludham Limited

1.   Registered number:       132934

2.   Date of incorporation:   15th June, 1988

3.   Place of incorporation:  Ireland

4.   Registered office:       Xxxxxxxxx Xxxxxxxxxx Xxxxxx,
                              Xxxxxxx, Xx. Xxxxxxxxx

5.   Details of any branch, agency, place of business or any
     permanent establishment outside Ireland:    None

6.   Authorised share capital:     IR pounds 10,000,000 divided into
                                   100,000,000 Ordinary Shares
                                   of IR pounds 0.10 each.

7.   Issued share capital:         451,166 Ordinary Shares of
                                   IR pounds 0.10 each of which
                                   124,076 are issued at a
                                   premium of IR pounds 8.76 per
                                   share

8.   Shareholders:       Name                No. of Shares
                         ---------------------------------
                         Xxxxxxx X. Xxxxxxxx      299,312
                         Xxxxxx X. Xxxxxx          90,951
                         XXX/Forbairt              56,396
                         Xxxxxxx Xxxxxxx            2,820
                         Xxxxx Xxxxxx                 787
                         Xxxxxx Xxxxxxx               550
                         Xxxxxx Xxxxxx                300
                         Xxxxx Xxxxxx                  50
                                                  =======
                                                  451,166

9.   Directors:          Xxxxxxx X. Xxxxxxxx (Managing)
                         Xxxxxx X. Xxxxxx
                         Xxxx Hutch
                         Xxxxxxx X. Xxxx

10.  Secretary:          Xxxxxxx X. Xxxxxxxx

11.  Accounting reference date:    30th September

12.  Auditors:           Xxxxxxx Xxxxx Xxxxxx,
                         Chartered Accountants,
                         Xxxxxxxx Xxxxx,
                         Xxxxx Xxxxxx,
                         Xxxxxx 0.

13.  Tax residence:      Ireland

14.  VAT registration no.:    None

15.  Bank Accounts:      None

16.  Charges:            A.I.B.


                           PART 2:
                    ETHOS MEDICAL LIMITED
    (Formerly Kinetic & Rehabilitive Enterprises Limited)

1.   Registered number:            126578

2.   Date of incorporation:        18th November, 1987

3.   Place of incorporation:       Ireland

4.   Registered office:            Xxxxxxxxx Xxxxxxxxxx
                                   Xxxxxx, Xxxxxxx, Xx.
                                   Xxxxxxxxx

5.   Details of any branch, agency, place of business or any
     permanent establishment outside Ireland:     None

6.   Authorised share capital:     IR pounds 10,000,000 divided into
                                   100,000,000 Ordinary
                                   Shares of IR pounds 0.10 each

7.   Issued share capital:         40,100 Ordinary Shares of
                                   IR pounds 0.10 each

8.   Shareholders:       Name           No. of Shares
                         -----------------------------
                         Xxxxxxx X. Xxxxxxxx           1
                         Ethos Medical Group Ltd  40,099
                                                  ======
                                                  40,100

9.   Directors:          Xxxxxxx X. Xxxxxxxx (Managing)
                         Xxxxxx X. Xxxxxx
                         Xxxx Hutch
                         Xxxxxxx X. Xxxx

10.  Secretary:          Xxxxxxx X. Xxxxxxxx

11.  Accounting reference date:    30th September

12.  Auditors:           Xxxxxxx Xxxxx Xxxxxx,
                         Chartered Accountants,
                         Xxxxxxxx Xxxxx,
                         Xxxxx Xxxxxx,
                         Xxxxxx 0.

13.  Tax residence:           Ireland

14.  VAT registration no.:    IE 4772876H

15.                           Bank Accounts: AIB Custume
                              Place, Athlone.
                                - Current A/C  12693011
                                - Deposit A/C I/E/0345/015

16.  Charges:                   - A.I.B.


               ETHOS MEDICAL PRODUCTS LIMITED
                  (Formerly Urovac Limited)
                              
1.   Registered number:            24867

2.   Date of incorporation:        13th April, 1967

3.   Place of incorporation:       Ireland

4.   Registered office:            Xxxxxxxxx Xxxxxxxxxx
                                   Xxxxxx, Xxxxxxx, Xx.
                                   Xxxxxxxxx

5.   Details of any branch, agency, place of business or any
     permanent establishment outside Ireland:     None

6.   Authorised share capital:     IR pounds 500,000 divided into
                                   500,000 Ordinary Shares of
                                   IR pounds 1 each

7.   Issued share capital:         29,735 Ordinary Shares of
                                   IR pounds 1.00 each at a premium
                                   of IR pounds 6.47 per share

8.   Shareholders:       Name                No. of Shares
                         Ethos Medical Group
                         Limited                  29,734
                         Xxxxxxx X. Xxxxxxxx      1
                                                  ========
                                                  29,735

9.   Directors:          Xxxxxxx X. Xxxxxxxx (Managing)
                         Xxxxxx X. Xxxxxx
                         Xxxx Hutch
                         Xxxxxxx X. Xxxx

10.  Secretary:          Xxxxxxx X. Xxxxxxxx

11.  Accounting reference date:    30th September

12.  Auditors:                     Xxxxxxx Xxxxx Xxxxxx,
                                   Chartered Accountants,
                                   Xxxxxxxx Xxxxx,
                                   Xxxxx Xxxxxx,
                                   Xxxxxx 0.

13.  Tax residence:                Ireland

14.  VAT registration no.:         IE 9Z47210J

15.  Bank Accounts:                AIB Custume
                                   Place, Athlone
                                   - Wages A/C -   12608191
                                   - Current A/C -126608001
                                   - Deposit A/C -I/E/02299/013

16.  Charges:                      - A.I.B.

                ALLIANCE INVESTMENTS LIMITED
      (Formerly Alliance Investment Management Limited)
                              
1.   Registered number:            88416

2.   Date of incorporation:        30th March, 1982

3.   Place of incorporation:       Ireland

4.   Registered office:            Xxxxxxxxx Xxxxxxxxxx
                                   Xxxxxx, Xxxxxxx,
                                   Xx. Xxxxxxxxx

5.   Details of any branch, agency, place of business or any
     permanent establishment outside Ireland:     None

6.   Authorised share capital:     IR pounds11,000 divided into
                                   1,000 Ordinary Shares of
                                   IR pounds1.00 each and 100 "A"
                                   Preference Shares
                                   of IR pounds 1.00 each

7.  Issued share capital:          1,000 Ordinary Shares of
                                   IR pounds1.00 each and 100 "A"
                                   Preference Shares of
                                   IR pounds 1.00 each




8.   Shareholders:            Name           Amount of
                                             Ordinary
                                             Shares of R pounds 1.00
                                             held]

                              Ethos Medical       999
                              Group Ltd.

                              Xxxxxxx X. Xxxxxxxx 1

                                   Name      Amount of
                                             Preference
                                             Shares of R pounds 1.00
                                             held
                                   
                              Xxxxxxx Xxxxxxxx    100 "A"
                                   
                                   
9.   Directors:               Xxxxxxx X. Xxxxxxxx (Managing)
                              Xxxxxx X. Xxxxxx
                              Xxxx Hutch
                              Xxxxxxx X. Xxxx

10.  Secretary:               Xxxxxxx X. Xxxxxxxx

11.  Accounting reference date:    30th September

12.  Auditors:                Xxxxxxx Xxxxx Xxxxxx,
                              Chartered Accountants,
                              Xxxxxxxxx Xxxxx,
                              Xxxxx Xxxxxx,
                              Xxxxxx 0.

13.  Tax residence:           Ireland

14.  VAT registration no.:    4623616B

15.  Bank Accounts:           AIB Custume Place, Athlone.
                              - 00232-012

16.  Charges:                 - A.I.B.

                              
               ETHOS MEDICAL RESEARCH LIMITED
                 (Formerly Joystone Limited)
                              
                              
1.   Registered number:       125427

2.   Date of incorporation:   2nd October, 1987

3.   Place of incorporation:  Ireland

4.   Registered office:       Xxxxxxxxx Xxxxxxxxxx Xxxxxx,
                              Xxxxxxx, Xx. Xxxxxxxxx

5.   Details of any branch, agency, place of business or any
     permanent establishment outside Ireland:      None

6.   Authorised share capital:IR pounds 100,000 divided into 100,000
     Ordinary Shares of IR pounds 1.00 each

7.   Issued share capital:    IR pounds 102 divided into 102
     Ordinary Shares of IR pounds 1.00 each

8.   Shareholders:            Name              No. of Shares
                              Ethos Medical Group
                              Limited                  101
                              Xxxxxxx X. Xxxxxxxx      1
                                                       ======
                                                       102

9.   Directors                Xxxxxxx X. Xxxxxxxx (Managing)
                              Xxxx Hutch
                              Xxxxxxx X. Xxxx

10.  Secretary:               Xxxxxxx X. Xxxxxxxx

11.  Accounting reference date:         30th September

12.  Auditors:                Xxxxxxx Xxxxx Xxxxxx,
                              Chartered Accountants,
                              Xxxxxxxxx Xxxxx,
                              Xxxxx Xxxxxx,
                              Xxxxxx 0.

13.  Tax residence:           Ireland

14.  VAT registration no.:    None

15.  Bank Accounts:           None

16.  Charges:                 A.I.B.



                       THIRD SCHEDULE
                       ---------------                              

               WARRANTIES AND REPRESENTATIONS

The Warrantors hereby severally warrant and represent to, and
for the benefit of, the Purchaser in the following terms.

                         THE VENDORS

(1)  Capacity

     Each of the Vendors confirm that he/she has the right,
     power and authority to enter into and perform this
     Agreement and all documents to be executed at Completion
     and this Agreement constitutes binding obligations on
     each of the respective Vendors in accordance with its
     terms.  All action required to be taken by any Vendor to
     procure that this Agreement constitutes a valid and
     binding obligation of such Vendor which is enforceable
     as against such Vendor has been taken.

(2)  Liabilities owing to or by the Vendors

     Each of the Vendors for himself only confirms that there
     is not outstanding any indebtedness or other liability
     (actual or contingent) owing by any Group Company to any
     of the Vendors nor is there any indebtedness owing to
     any Group Company by any of the Vendors.

(3)  Incorporation

     Each Group Company is a company duly incorporated and
     validly existing under the law of the state in which it
     is shown to be incorporated in the Second Schedule.

(4)  Power and authority

     Each Group Company has the legal right and full power
     and authority to carry on its business and activities as
     currently being carried on.
     
                         INFORMATION

(5)  Information

     All written information given by, or which at any time
     before Completion may be given by or on behalf of, the
     Vendors, the Company or any Group Company to the
     Purchaser, its advisers, agents, officers or employees
     is, or as the case may be, will be accurate and not
     misleading in all respects and so far as the Warrantors
     are aware, there are no factors which have not been
     disclosed to the Purchaser which would make any such
     information misleading.

(6)  The Agreement and the Disclosure Letter

     All information set out in this Agreement and the
     Disclosure Letter (including any annexures thereto) is
     true, complete and accurate in all respects and not
     misleading and fully, fairly and accurately discloses
     every matter to which it relates and the Warranties and
     provisions of the Tax Deed which are affected by it.

(7)  No other information

     There is no fact or matter which has not been disclosed
     to the Purchaser which renders the information referred
     to in paragraphs 5 and 6 above untrue, incomplete,
     misleading or inaccurate at the date of this Agreement
     or which ought reasonably to be disclosed to an
     intending purchaser of shares in the Company or the
     disclosure of which might reasonably affect the
     willingness of a purchaser to purchase shares in the
     Company or which might materially or adversely affect
     the value of the Company.

                        CONSTITUTION

(8)  Shares

          (a)  The First Schedule contains true particulars
          of the authorised and issued share capital of the
          Company and all the shares there shown as issued
          are in issue fully paid.

          (b)  Each of the Vendors for himself only confirms
          that the number of Shares detailed therein are
          beneficially owned by him and registered in his
          name as set out therein free from any Encumbrance.

          (c)  All other details contained in the First
          Schedule are true and correct.

          (d)  There will be handed over to the Purchaser on
          Completion all the original share certificates
          issued to previous shareholders in Alliance
          Investments Limited or appropriate indemnities in
          respect of same.

(9)  Issued Share Capital

     The Shares together with the Retained Shares and the
     shares registered in the name of Xxxxx Xxxxxx comprise
     the whole of the allotted and issued share capital of
     the Company. There are no shares issued or allotted in
     any Group Company other than the Company which are not
     legally and beneficially owned by the Company or another
     Group Company.

(10) No Encumbrance

     There is no Encumbrance, nor is there any agreement,
     arrangement or obligation to create or give any
     Encumbrance, on, over or affecting any of the Shares or
     any issued shares of any other Group Company and no
     claim has been made by any person to be entitled to any
     such Encumbrance.

(11) Subsidiary Undertakings

     The Company does not have any subsidiary or subsidiary
     undertaking other than the Subsidiaries and no Group
     Company has any interest in, and has not agreed to
     acquire any interest in, any shares of any other bodies
     corporate.  No Group Company has any liability (actual,
     contingent or otherwise) in respect of any company or
     other entity which was formerly a subsidiary or an
     associated undertaking of any Group Company.

(12) Memorandum and Articles

     The copy of the memorandum and articles of association
     of the Companies annexed to the Disclosure Letter is
     true and complete and has embodied therein or annexed
     thereto all alterations which have been made up to the
     date hereof.
     
(13) Options etc.
     
     (a)  No person has the right (whether exercisable now or
          in  the  future and whether contingent or  not)  to
          call for the allotment, issue, sale or transfer  of
          any  share or loan capital of the Company under any
          option  or  other  agreement (including  conversion
          rights and rights of pre-emption).
     
     (b)  no share or loan capital has been created,
          allotted, issued, acquired, repaid or redeemed, or
          agreed to be created, allotted, issued, acquired,
          repaid or redeemed, by any Group Company since the
          Last Accounting Date.
     
(14) Rights and Interest

     All rights and interests of every kind existing in
     respect of the Shares are valid and enforceable by
     action or legal proceeding or otherwise.

                    ACCOUNTS AND RECORDS

(15) Accounts

     The Accounts have been prepared in accordance with the
     historical cost convention and all applicable statutes
     and regulations (including without prejudice to the
     generality of the foregoing the Companies Acts, 1963 to
     1990 and any other relevant statutes) and with generally
     accepted accounting standard, principles and practices
     in Ireland and in accordance with all applicable SSAPs
     and all applicable Financial Reporting Standards issued
     by the Accounting Standards Board Limited and have been
     audited in accordance with all applicable Auditing
     Standards, Auditing Guidelines and other pronouncements
     issued or made from time to time by the Auditing
     Practices Board and the bases and accounting policies
     adopted for the purposes of preparation of the Accounts
     are the same as those adopted in the preparation of the
     accounts of each Group Company in respect of each of the
     last three  preceding accounts periods and the Audited
     Accounts:-

     Show true and fair view:
     ------------------------

     (a)  set out fully, the assets and liabilities
          (including all contingent, unquantified and
          disputed liabilities) of each Group Company and the
          Group and the amounts thereof and show a true and
          fair view of the financial position of each Group
          Company and the Group as at the Last Accounting
          Date and are not affected by any unusual,
          extraordinary, exceptional or non-recurring items;
     
     Adequate provisions for liabilities:
     ------------------------------------
     
     (b)  make full provision or reserve for all bad or
          doubtful debts, liabilities or capital commitments
          of each Group Company or the Group up to the Last
          Accounting Date including contingent, unqualified
          or disputed liabilities and include all such
          reserves and provisions for taxation as are
          necessary to cover all liabilities for taxation
          (whether or not assessed) up to the Last Accounting
          Date and in particular (but without prejudice to
          the generality of the foregoing) attributable to
          profits, gains, income, receipts and loans and
          distributions made to participators and associates
          and payments made from which tax is deductible;
     
     Redundant Stock:
     ----------------
      
     (c)  redundant and obsolete stock of each Group Company
          has been wholly written off and all excessive or
          slow moving stock has been written down as required
          under the appropriate SSAP;
     
     Valuation of Stock-in-Trade
     ---------------------------
     
     (d)  the basis of valuation for stock-in-trade and work-
          in-progress in respect of each Group Company:-
     
          (i)  is in accordance with normally recognised
               accounting principles and practices for the
               kind of business in which that Group Company
               is engaged and with the relevant SSAP in force
               for the relevant financial year;
     
          (ii) has remained substantially the same in respect
               of the commencement and end of the accounting
               periods of that Group Company during the
               period of three years terminating on the Last
               Accounting Date or since its date of
               incorporation whichever period is the shorter;
     
          (iii)is such that the value attributed to each item
               of stock (other than redundant, obsolete,
               excessive or slow moving stock) does not
               exceed the lower of cost and net realisable
               value as at the Last Accounting Date;
     
     Fixed Asset Valuation:
     ----------------------
     
     (e)  The written down value of the Company's fixed
          assets as at the Last Accounting Date fairly
          represented the value of their remaining useful
          life to that Group Company. The basis of valuing
          such fixed assets has not been changed during the
          period of three years terminating on the Last
          Accounting Date;
     
     Rate of Depreciation:
     ---------------------
     
     (f)  in respect of each Group Company the rate of
          depreciation applied in respect of each fixed asset
          has been consistently applied over not less than
          three previous accounting periods of that Group
          Company and is sufficient to write down the value
          of such fixed asset to its net realisable value as
          at the end of its useful working life and the fixed
          assets have been depreciated in accordance with the
          relevant SSAP for the relevant financial year.
     
     Extraordinary and exceptional items:
     ------------------------------------

     (g)  The results shown by the audited profit and loss
          accounts of each Group Company and the consolidated
          profit and loss account of the Group for each of
          the three financial periods of each Group Company
          and the Group ended on the Last Accounting Date
          have not been affected by any extraordinary,
          exceptional or non-recurring item or by any other
          circumstances rendering the profits or losses for
          all or any of the periods covered by those accounts
          unusually high or low.
     
     Provision of Taxation:
     ----------------------
     
     (h)  The Accounts reserve or provide in full for all
          Taxation liable to be assessed on each Group
          Company, or for which it is or may become
          accountable, in respect of any period beginning on
          or before the Last Accounting Date and whether or
          not the Group Company has or may have any right of
          reimbursement against any other person and the
          Accounts reserve in full for any contingent or
          deferred liability to Taxation for any such period.
     
     Gains and Balancing Charges:
     ----------------------------
     
     (i)  No asset is included in the Accounts at such value
          that if it were obtained in the disposal or deemed
          disposal of the asset a chargeable gain or
          balancing charge would arise or accrue.
     

(16) Book Debts

     None of the book debts included in the Accounts and none
     of the book debts owing to any Group Company at
     Completion are or will be outstanding for more than
     sixteen weeks from their due dates for payment or have
     been factored and all such debts will realise in the
     normal course of collection their full value after
     taking into account the provisions for bad debts
     included in the Accounts and none of such debts is
     subject to any counter-claim or set-off, except to the
     extent of any such provisions.

(17) Accounting Records

     All accounts, books, ledgers, financial and other
     records of whatsoever kind of each Group Company are in
     its possession or under its control and:-

     (a)  have been fully, properly and accurately maintained
          and contain true and accurate records of all
          matters required to be entered therein by the
          Companies Acts, 1963 to 1990 and any other relevant
          statutes or regulations and are up to date;
     
     (b)  do not contain or reflect any inaccuracies or
          discrepancies; and
     
     (c)  give and reflect a true and fair view of the
          trading transactions and of the financial and
          contractual position of the Company and of its
          assets and liabilities.
     
(17)(A) Management Accounts

     The Management Accounts:-
     
     (a)  have been prepared with all due care and attention;
     
     (b)  have been prepared on a basis consistent with that
          adopted and on the same assumptions as those made
          in preparing the Accounts and in previous
          management accounts of each of the Companies and
          the Group in the three years immediately preceding
          the date of the Management Accounts;
     
     (c)  have been prepared in accordance with the
          historical cost convention and all applicable
          statutes and regulations (including without
          prejudice to the generality of the foregoing, the
          Companies Acts, 1963-1990, and all other relevant
          statutes and all current SSAPs applicable to a
          company incorporated in Ireland);
     
     (d)  show a true and fair view of the state of affairs
          and profit and loss of each of the Companies and
          the Group;
     
     (e)  are not affected by any unusual, extraordinary,
          exceptional or non-recurring items;
     
     (f)  set out fully, correctly and accurately the assets
          and liabilities of each of the Companies and the
          Group and the amounts thereof;
     
     (g)  make full provision or reserve for all liabilities
          as at and for the period in respect of which they
          have been prepared;
     
     (h)  take into account all necessary factors.
     
     All assumptions on which the Management Accounts are
     based are fair and reasonable.

(18) Business since the Last Accounting Date

     Since the Last Accounting Date:-

(a)  Each Group Company has carried on its business in the
     ordinary and usual course without interruption and so as
     to maintain the same as a going concern;

(b)  there has been no material adverse change in the
     financial or trading position of any Group Company or
     the Group as a whole and the Warrantors are not aware of
     any facts which are likely to give rise to any such
     change;

(c)  no changes have occurred in the aggregate assets and
     liabilities shown in the Accounts and there has been no
     reduction or increases in the aggregate value of the
     assets of each Group Company from the valuations adopted
     for the purposes of the Accounts.

(d)  no dividend, bonus or other distribution has been, or
     agreed to be, declared, paid or made by any Group
     Company;

(e)  no share or loan capital has been issued repaid or
     transferred, or agreed to be issued, repaid or
     transferred by any Group Company;

(f)  no Group Company has disbursed any cash except in the
     ordinary course of its business and all amounts received
     by it have been deposited with its bankers and appear in
     the appropriate books of account;

(g)  no Group Company has changed its normal procedures for
     the collection of debts and the payment of creditors in
     the ordinary and usual course.

(h)  no Group Company has written off, factored, sold or
     agreed to sell, a debt;

(i)  no Group Company has made, or agreed to make, capital
     expenditure exceeding in total IR pounds 1,000 or incurred, or
     agreed to incur, a commitment or commitments involving
     capital expenditure exceeding in total IR pounds 10,000;

(j)  no major customers or suppliers of any Group Company or
     the Group as a whole has stopped or reduced trading with
     such Group Company or the Group, as the case may be, or
     changed the terms upon which it is prepared to trade
     with such Group Company or the Group as the case may be,
     nor have any such customers or suppliers indicated any
     such intention.

(k)  no resolution of the shareholders of any Group Company
     has been passed;

(l)  no Group Company has disposed of any assets or assumed
     or incurred any liabilities (including any contingent
     liabilities) otherwise than in the ordinary course of
     carrying on its business;

(m)  no Group Company has repaid or become liable to repay
     any loan or indebtedness in advance of its stated
     maturity;

(n)  no Group Company has disposed of any asset or supplied
     any service in circumstances where the consideration
     actually received or receivable on the disposal or the
     supply, as the case may be, was less than the
     consideration which would be deemed to have been
     received for the purposes of Taxation;

(o)  no payment has been made by any Group Company which will
     not be deductible for corporation tax purposes;

(p)  no Group Company has changed its accounting reference
     period;

(q)  no Group Company has borrowed or lent any money or
     increased by an amount any secured liability.;

(r)  no Group Company has altered or agreed to alter the
     terms of employment of any employee who on the Last
     Accounting Date was entitled to remuneration in excess
     of IR pounds 10,000 per annum (or where employment commenced
     subsequent to the Accounting Date was so entitled on the
     date of appointment);

(s)  no Group Company has created, extended, granted or
     issued or agreed to create, extend, grant or issue any
     lease, tenancy, Encumbrance or other security;

(t)  no Group Company has made any unusual augmentation in
     stock;

(u)  no Group Company has done or omitted to do anything
     which would entitle any third party to terminate any
     contract or any benefit enjoyed by the Company or call
     in any money before the normal due date thereof;

(v)  no Group Company has made any alteration to the
     provisions of its memorandum of association or articles
     of association;

(w)  no Group Company has incurred any Tax Liability (as
     construed in accordance with Clause 1.2(a) of the Tax
     Deed) other than a Tax Liability which arises from the
     ordinary course of business of the Company as a
     consequence of a Transaction (as defined in Clause 1.1
     of the Tax Deed) which occurred after the Last
     Accounting Date but on or before Completion .  For the
     avoidance of doubt, the Transactions identified in
     Clauses 3.1(f)(1) to (4) shall be considered as examples
     of Transactions which do not arise from the ordinary
     course of business but this list is not exhaustive;

(x)  no patent royalty payments were received before
     Completion by Alliance Investments Limited from Ethos
     Medical Products Limited in respect of patent royalties
     accrued after 28 March, 1996.

(19) Debtors

     No Group Company has released a debt shown in the
     Accounts or its accounting records related to the
     Accounts so that the debtor has paid or will pay less
     than the debt's book value.  None of those debts has
     been deferred, subordinated or written off or become
     irrevocable to any extent.  No debt shown in the
     Accounts or the accounting records of any Group Company
     is overdue by more than sixteen weeks.

(20) DELETED

(21) Ownership of Assets etc.

     All assets of or represented as belonging to a Group
     Company (including but not limited to the fixed and
     loose plant, machinery, furniture, fixtures and fittings
     and other chattels equipment and vehicles, stock, work-
     in-progress, raw materials and supplies, books, records,
     customers lists, costing details and all other written
     information) are
          
     (i)  the absolute property of and held by such Group
          Company free from any Encumbrance whatsoever;
     
     (ii) not subject to any agreement or commitment to give
          or create any of the foregoing over them;
     
     (iii)held in possession by it, and such assets are all
          the assets necessary for carrying on the business
          of such Group Company at its level at Completion;
     
     (iv) are in good repair and condition and in
          satisfactory working order, and have been regularly
          and properly maintained;
     
     (v)  are operating (or are capable of operating) safely
          and without danger to any person, property or the
          environment and in accordance with all relevant
          licences, regulations and permits governing its
          use;
     
     (vi) are not surplus to requirements and are not
          expected to require replacements or additions at a
          cost in excess of IR pounds l,000 within twelve months
          from the date of this Agreement; and
     
     (vii)are capable and will (subject to normal wear and
          tear) remain capable throughout the respective
          periods of time during which it is written down to
          a nil value in the accounts of such of the relevant
          Group Company of doing the work for which it was
          designed or purchased.
     
(22) Raw Materials

     The stock of raw materials, packaging materials and
     finished goods now held by any Group Company are not
     excessive and are adequate in relation to the current
     trading requirements of such Group Company and no
     material part  of such stock is obsolete, slow moving,
     unsuitable, unmarketable, inappropriate or of limited
     value in relation to the current business of such Group
     Company and no contracts are established which are
     likely to result in the foregoing not being true.

(23) Condition of Stocks

     All of the stocks of finished goods and work in progress
     of any Group Company are in good condition.

(24) Retention of Title

     None of the regular suppliers of stock, raw materials or
     the like to any Group Company supply such stock, raw
     materials or the like on the basis that the title to the
     same shall be retained by such supplier pending the
     fulfilment by such Group Company of any obligation and
     at Completion no amounts shall be owing by such Group
     Company to any person, firm or company who shall have
     supplied goods, stock, raw materials or the like to such
     Group Company on such basis as aforesaid.

(25) Insurance

     (a)  All the assets of each Group Company of an
          insurable nature have at all material times been
          and are at the date hereof insured in amounts
          representing substantially their replacement or
          reinstatement value against fire and other risks
          (including without limiting the generality of the
          foregoing loss of profit) normally insured against
          by persons carrying on the same classes of business
          as that carried on by such Group Company and each
          Group Company has at all material times been and is
          at the date hereof adequately covered against
          accident, damage, injury, third party public
          liability (including products liability and loss of
          profits) and other risks normally insured against
          by persons carrying on the same classes of business
          as that carried on by such Group Company.  All such
          policies are at Completion in full force and effect
          and nothing has been done or omitted to be done
          which would make any policy of insurance void or
          voidable or which is likely to result in an
          increase in premium.  All of such insurance
          policies have been disclosed to the Purchaser and
          are referred to in the Disclosure Letter.

     (b)  So far as the Warrantors are aware none of the said
          policies is subject to any special or unusual terms
          or restrictions or to the payment of any premium in
          excess of the normal rate.  No claim is outstanding
          or may be made under any of the said policies and
          no circumstances exist which are likely to give
          rise to such a claim.

(26) Leased Assets

     No circumstances have arisen or so far as the Warrantors
     are aware are likely to arise in relation to any asset
     held by any Group Company, under a lease or a similar
     agreement whereby the rental payable has been or is
     likely to be increased.


(27) Intellectual Property

     (a)  The Intellectual Property Rights, full details of
          which are set out in the Disclosure Letter, are in
          full force and effect, solely and beneficially
          owned by, and validly granted to, a Group Company
          free from all licences or Encumbrances and third
          party claims of any nature whatsoever and are all
          the Intellectual Property rights necessary to carry
          on the business of the Group.
     
     (b)  No Group Company is a party to any confidentiality
          agreement nor is it prohibited or restricted from
          disclosing any know-how or technical information.
     
     (c)  No Group Company uses, or otherwise carries on its
          business under, any name other than its corporate
          name.
     
     (d)  Full details of all licence agreements to which any
          Group Company is a party (whether as licensor or
          licensee) are set out in the Disclosure Letter and
          all rights granted under such agreements are
          registered.
     
     
(28) Effect of Sale

     The execution or performance of this Agreement or a
     document to be executed at or before Completion will
     not:

     (a)  result in any Group Company losing the benefit of
          any assets, licence, right or privilege which is
          presently enjoys;
     
     (b)  conflict with, or result in a breach of, or give
          rise to an event of default under, or require the
          consent of a person under, or enable a person to
          terminate, or relieve a person from an obligation
          under,
     
          (i)  an agreement, to which the Company is a party;
          
          (ii) any provision of the Memorandum and Articles
               of Association of any Group Company; or
          
          (iii)any encumbrance, lease, contract, Order,
               Judgement, award, injunction, regulation or
               other restriction or obligation of any kind or
               character by which or to which any assets of
               any Group Company is bound or subject;

(29) Environmental Matters

     In this sub-paragraph:

     "Dangerous Substance"
      -------------------
     means any substance, material, waste or other matter
     which as at the date of this Agreement is defined as
     dangerous, hazardous, toxic or other term having a
     similar meaning in Environment Law;
     
     "Environmental Law"
      ------------------
     means in relation to the operations of the Group all
     statutory or common laws or regulations or other
     requirements concerning pollution of the environment
     or protection of the health of humans, animals or plants
     capable of enforcement as at the date of this Agreement;
     
     "Environmental Licence"
      ---------------------
     means any permit, licence, authorisation, consent or other
     approval required by any Environmental Law for the conduct
     of any Group Company's business.

     (i)  Each Group Company has obtained all requisite
          Environmental Licences;
     
     (ii) No Group Company has in the period of two years
          prior to Completion received any notice,
          correspondence or communication in any form from
          which it is alleged to be in violation of any
          Environmental Law or Environmental Licence or that
          any Environmental Licence may be subject to
          modification, suspension, revocation or non-renewal
          and there are no circumstances likely to give rise
          to any such violation, modification, suspension,
          revocation, or non-renewal.

(30) Liabilities

     No Group Company has any liabilities (actual, contingent
     or otherwise and whether quantified or not) other than
     as have been incurred since the Last Accounting Date in
     the ordinary course of its business.

(31) No Unusual Contracts etc.

     No Group Company is a party to any contract entered into
     otherwise than in the ordinary and usual course of
     business or any contract of an onerous or unusual or
     long term nature or containing any onerous unusual or
     other provision material for disclosure to an intending
     purchaser of the Shares including but not limited to any
     contract for the supply of goods or services at a price
     different from that reasonably obtainable on any arm's
     length basis.

                          CONTRACTS

(32) Validity of Agreements

     The Warrantors have no actual knowledge of the
     invalidity of, or a ground for termination, avoidance or
     repudiation of, an agreement to which any Group Company
     is a party.  No party with whom any Group Company has
     entered into an agreement, arrangement or obligation has
     given notice of its intention to terminate, or has
     sought to repudiate or disclaim, the agreement,
     arrangement or obligation.

(33) Material Breach

     No party with whom any Group Company has entered into an
     agreement or arrangement is in material breach of the
     agreement or arrangement.

(34) Standard Terms of Business

     No Group Company has entered into an agreement or
     arrangement with a customer or supplier on terms
     materially different to its normal standard terms with
     such customer or supplier.

(35) Contracts

     No Group Company has outstanding any contract,
     transaction, commitment (whether in respect of capital
     expenditure or otherwise), liability or obligation which
     is outside the ordinary course of such Group Company's
     business.


(36) Trading Contracts and Outstanding Offers

     (1)  No Group Company has received written notice that
          it is in breach of the terms and conditions on its
          part to be observed and performed under its trading
          contracts which are subsisting at the date hereof.

     (2)  No offer, tender or the like which is capable of
          being converted into an obligation of any Group
          Company by an acceptance or other act of some other
          person is outstanding, except for offers, tenders
          or the like which have been made in the ordinary
          course of its business.

(37) No Guarantees or Capital Commitments etc.

     No guarantees, indemnities or undertakings, commitments
     on capital account or unusual liabilities have been
     made, given, entered into or incurred by or on behalf of
     any Group Company whether in respect of the liabilities
     of the Vendors or any of them or any company owned or
     controlled by them or any  of them or of any other party
     whatsoever and there are no outstanding agreements or
     arrangements to give, make, enter into or incur any of
     the same.

(38) Customer Relations
     
     No  Group  Company  has  any dispute  in  respect  of  a
     material amount with any of its customers with regard to
     alleged defective goods supplied by it.
     
(39) Product Liability
     
     (a)  No Group Company has manufactured, supplied or sold
          any  products  which were  in any material  respect
          faulty  or  defective  nor  is  any  Group  Company
          subject to any liability or obligation (save as may
          be  implied by law) to take back or otherwise do or
          not  do  anything in respect of any  products  that
          have been delivered by it prior to Completion.
     
     (b)  There has not within a period of six years prior to
          the  date  hereof been any product liability  claim
          against  the  Company nor is there any  such  claim
          outstanding,  pending  or  threatened  against  any
          Group Company and there are no circumstances likely
          to give rise to a material claim being made against
          the Company.
          
(40) Purchases and Sales
     
     Neither more than 15% of the aggregate amount of all the
     purchases, nor more than 10% of the aggregate amount  of
     all the sales of the Group are obtained or made from  or
     to  the same supplier or customer (including any person,
     firm  or company in any way connected with such supplier
     or customer) nor is any material source of supply to, or
     any  material  outlet  for the sales  of  the  Group  in
     jeopardy.
          
                    BANKING ARRANGEMENTS

(41) Bank Accounts and Facilities

     (a)  The  Group has the bank accounts referred to in the
          Disclosure Letter.

     (b)  Material details of all of the overdraft,  loan  or
          other financial facilities outstanding or available
          to  the  Group  are  summarised in  the  Disclosure
          Letter.

(42) Guarantees and Indemnities

     No  Group  Company  is  a  party  to  or  is  it  liable
     (including,  without limitation, contingently)  under  a
     guarantee,  indemnity or other agreement  to  secure  or
     incur  a  financial or other obligation with respect  to
     another person's obligation.

(43) Liabilities

     Except  as  disclosed in the Accounts, no Group  Company
     has  outstanding  nor has it agreed to create  or  incur
     loan capital, borrowing or indebtedness in the nature of
     borrowing.

(44) Events of Default

     No  Group Company has done or omitted to do nor, so  far
     as  the  Warrantors are aware, has it been alleged  that
     any  Group  Company has done or omitted to do,  anything
     which:

     (a)  constitutes an event of default, or otherwise gives
          rise  to an obligation to repay, under an agreement
          relating to borrowing or indebtedness in the nature
          of  borrowing  (or will do so with  the  giving  of
          notice or lapse of time or both) or;

     (b)  will  lead to an Encumbrance constituted or created
          in connection with borrowing or indebtedness in the
          nature  of borrowing, a guarantee, an indemnity  or
          other  obligation  of  any Group  Company  becoming
          enforceable  (or  will do so  with  the  giving  of
          notice or lapse of time or both).

                   OFFICERS AND EMPLOYEES

(45) Directors

     The  particulars shown in the Second Schedule under  the
     heading  Directors  and Secretary are  accurate  and  no
     person  not  included therein is a  director  or  shadow
     director of any Group Company.

(46) Particulars of Employees

(a)  The  particulars  shown  in the  schedule  of  employees
     annexed  to  the Disclosure Letter show  name,  date  of
     commencement  of  employment,  age  and  grade  of   all
     employees  and  details  of all  remuneration  currently
     payable  to,  and other benefits currently provided  to,
     each   employee  of  each  Group  Company  and   include
     particulars of all profit sharing, incentive  and  bonus
     arrangements  to which each Group Company  is  a  party.
     Since  the date referred to therein, there has  been  no
     change  in  the number of employees or the  remuneration
     payable or other benefits provided to such employees.

(b)  No  present  officer  or senior employee  of  any  Group
     Company  (which for these purpose shall  mean  a  person
     entitled  to  a  basic salary of more than  pounds 15,000  per
     annum)  has  given  or received notice  terminating  his
     employment.

(c)  No Group Company is a party to a consultancy contract.

(d)  There  is  no  employment  contract  between  any  Group
     Company  and  any  of  its  employees  which  cannot  be
     terminated  by  3 months notice or less  without  giving
     rise  to a claim for damages or compensation (other than
     a statutory redundancy payment or statutory compensation
     for unfair dismissal).

(e)  There  is  no  employment  contract  between  any  Group
     Company  and  any person which is in suspension  or  has
     been  terminated  but  is capable of  being  revived  or
     enforced or in respect of which any Group Company has  a
     continuing obligation.

(f)  No  Group Company owes any amount to a present or former
     director  or  other officer or employee of such  Company
     (or his dependant) other than for accrued remuneration.

(g)  Within the year ending on the date of this Agreement  no
     Group Company has:

     (i)  given    notice   of   redundancies   or    started
          consultations with a trade union; or

     (ii) been  a party to a transfer (within the meaning  of
          the European Communities (Safeguarding of Employees
          Rights on Transfer of Undertakings) Regulations  or
          failed  to comply with a duty to inform and consult
          a trade union under these Regulations.

(47) Non-Deductible Payments to Employees

     No Group Company has made or agreed to make any material
     payment to or provided or agreed to provide any material
     benefit  for  any present or former officer or  employee
     which  is  not allowable as a deduction for the purposes
     of taxation.

(48) Breach of Contract etc.

     No  liability has been incurred by any Group Company for
     breach of any contract of service for redundancy payment
     or  for compensation for wrongful or unfair dismissal or
     for   failure   to  comply  with  any  order   for   the
     reinstatement  or re-engagement of any employee  and  no
     gratuitous  payment  has been made or  promised  by  any
     Group  Company  in  connection with the  termination  or
     proposed termination of the employment of any present or
     former director or employee.


(49) Trade Disputes

     No  Group Company is involved in any industrial or trade
     dispute or any dispute or negotiation regarding a  claim
     of   material  importance  with  any  trade   union   or
     organisation  or  body of employees  and  there  are  no
     agreements or other arrangements (whether or not legally
     binding)  between  the Company and any  trade  union  or
     other body representing employees.

(50) Employee Share Schemes

     No Group Company has in existence nor is it proposing to
     introduce any share incentive scheme share option scheme
     or  profit  sharing scheme for all or any  part  of  its
     directors or employees.

(51) Statutory Obligations

     Each  Group  Company has, in relation  to  each  of  its
     employees  (and so far as is relevant, to  each  of  its
     former employees):

     (a)  complied  in  all  respects  with  all  obligations
          imposed  on  it  by  any  statutory  provision   or
          regulation  and  codes of conduct relevant  to  the
          relations  between  it  and its  employees  or  any
          recognised trade union and has maintained  adequate
          and  suitable records regarding the service of each
          of its employees; and

     (b)  complied   in  all  respects  with  all  collective
          agreements  for  the time being  having  effect  as
          regards such relations or the conditions of service
          of its employees.

(52) Employee Relations

     Each  Group Company enjoys a good relationship with  its
     employees and no such employees in receipt of  a  salary
     at  a  basic rate in excess of IR pounds 15,000 per  annum  has
     advised such Company formally or informally that  he  is
     terminating  or  considering terminating his  employment
     with  such Company and there are no circumstances likely
     to  give  rise to such termination and further no  Group
     Company has any dispute with any of its employees  of  a
     material nature.

(53) Full Time Employees

     All  persons  in receipt of income at a  basic  rate  in
     excess of IR pounds 15,000 per annum who have during the period
     since  the  Last Accounting Date habitually or  normally
     carried  out duties of a full time nature on  behalf  of
     one of the Group Company in connection with its business
     and  affairs  shall at Completion be employees  of  such
     Group Company and at Completion no such person shall  be
     bound  by any contract (whether employment or otherwise)
     to  carry out duties for or on behalf of the Vendors  or
     any of them or any company controlled by them or any  of
     them.

(54) No Contractual Obligations

     No  Group Company is now under any contractual or  other
     obligation to increase now the rates of remuneration  of
     or  make any bonus or incentive or other similar payment
     to any of its officers or employees.

                     COMPLIANCE THE LAW

(55) Compliance with Permits

     Each Company has obtained and complied with the material
     terms  and conditions of each Permit (details  of  which
     are contained in the Disclosure Letter).

(56) Status of Permits

     Each  Permit  is  in force.  No material expenditure  or
     work  is or will be necessary to comply with or maintain
     a  Permit.  There is no indication that any Permit might
     be revoked, suspended, cancelled, varied or not renewed.
     No  Permit  and  no  condition to which  any  Permit  is
     subject is personal to the Vendors.

(57) Compliance with Laws
     
     Each  Group  Company has conducted its business  in  all
     material respects in accordance with all applicable laws
     and  regulations of Ireland, the European Union and  the
     USA  (being the only other country outside the  European
     Union  with  which  they  trade)  and  so  far  as   the
     Warrantors  are aware none of the officers or  employees
     of any Group Company (during the course of their duties)
     has  done or omitted to do anything in contravention  of
     any statute, order, regulation which may have a material
     adverse effect on the business of the Group.
     
(58) Insider Agreements

     There is, and during the two years ending on the date of
     this Agreement there has been, no agreement to which any
     Group  Company  is  or  was a party  and  in  which  the
     Vendors,  a  director or former director of the  Company
     (being  a  director during the two years ending  on  the
     date of the Agreement) or a person connected with any of
     them is or was interested in any way.

(59) No Litigation or Default in Obligation

     (a)  No  Group Company nor any person for whose acts  or
          defaults   such  Group  Company  is   or   may   be
          vicariously liable is engaged in or threatened with
          any  litigation or arbitration affecting such Group
          Company  and  neither  is any  such  litigation  or
          arbitration  pending or threatened and  further  no
          Group  Company nor any of its officers  is  in  the
          course of being prosecuted for any criminal offence
          nor,  so far as the Warrantors are aware, are there
          any   circumstances  likely   to   lead   to   such
          litigation, arbitration or prosecution and no Group
          Company  is  in default in respect of any  material
          obligation   whether  contractual,   statutory   or
          municipal.

     (b)  None  of the Vendors nor any Group Company nor,  so
          far  as  the Warrantors are aware, any other person
          is  engaged in or threatened with any litigation or
          arbitration seeking to prohibit, or the  effect  of
          which would be to prohibit, the consummation of the
          transactions  contemplated by the within  Agreement
          (or  any  agreement relating thereto) in accordance
          with  its  terms  or to obtain damages  in  respect
          thereto.

(60) Powers of Attorney

     (a)  No  Group Company has delegated any powers under  a
          power of attorney which remains in effect.

     (b)  There  are not outstanding any authorities (express
          or  implied) by which any person may enter into any
          contract or commitment to do anything on behalf  of
          any Group Company.

(61) Name of Business

     No  Group  Company  uses  on its  letterhead,  books  or
     vehicles  or otherwise carry on business under any  name
     other than its corporate name.

(62) Insolvency

     (a)  No  order  has  been made or petition presented  or
          resolution passed for the winding-up of  any  Group
          Company and there are no grounds on which any  such
          order or petition could be made or presented and no
          such  resolution is contemplated by the members  or
          any of them.

     (b)  No  distress, execution or other process  has  been
          levied  on any of the assets of any Group  Company,
          nor has any Group Company stopped payment or become
          insolvent  or  unable  to pay  its  debts  for  the
          purposes of Section 214 of the Companies Act, 1963.

     (c)  No  power  to  appoint a receiver or administrative
          receiver  or  examiner has been  exercised  or  has
          arisen  in  respect of the business of any  of  the
          assets  of  any  Group  Company  and  there  is  no
          unfulfilled or unsatisfied judgement or Court order
          outstanding against it.

(63) Investigations

     There  are  not  in existence nor is there  now  pending
     investigations  or enquiries by, or on  behalf  of,  any
     governmental or other body in respect of the affairs  of
     any Group Company or the Group.

(64) Investments, associations and branches

     No Group Company:-

     (a)  is  the  holder  or beneficial owner  of,  and  has
          agreed to acquire, any class of the share or  other
          capital   of   any  other  company  or  corporation
          (whether incorporated in Ireland or elsewhere);

     (b)  is  and  has  agreed  to become  a  member  of  any
          partnership,  joint  venture, consortium  or  other
          unincorporated association; and

     (c)  has  a  branch or permanent establishment (as  that
          expression  is  defined  in  the  relevant   double
          taxation relief orders current at the date  hereof)
          outside Ireland.

                          PROPERTY
                              

(65) Disclosures

     The  disclosures contained in the replies given  by  the
     Vendors'  Solicitors to the enquiries  relating  to  the
     Property  and referred to in the Disclosure  Letter  are
     not incomplete, inaccurate or misleading in any material
     respect.

(66) The Property

     The  Property  comprises all land  and  premises  owned,
     occupied  or used by or in the possession of  any  Group
     Company  and  the particulars thereof  set  out  in  the
     Fourth Schedule are accurate.

(67) Land or Premises

     Except  in relation to the Property the Company  has  no
     liability  (actual  or contingent) arising  out  of  any
     lease  or  tenancy relating to an interest  in  land  or
     premises.

(67A)The  Property is free from any Encumbrance or any  other
     obligation  or  liability of any Group  Company  or  any
     other party.

(67B)The  Property or any part thereof is not subject to  any
     outgoings  other  than commercial  rates,  water  rates,
     insurance  premiums, and rent and no arrears or  payment
     in relation to any of the foregoing is outstanding.

(67C)Each  Group Company is a joint insured with the landlord
     on  all relevant policies of insurance in respect of the
     Property and the insurers have waived subrogation rights
     against each such company.

(67D)The Property is not subject to any option, right of pre-
     emption  or  right of first refusal  in  favour  of  any
     third party.

(67E)All  planning permissions and building bye-law approvals
     required  by  law  for the initial construction  of  all
     buildings on the Property and for the development of, or
     the execution of works on or to, the Property or for the
     use  or any change in the use thereof have been obtained
     and  where implemented all conditions thereof have  been
     complied with in full.

(67F)No  claim for compensation has ever been made under Part
     III  of  the Local Government (Planning and Development)
     Act, 1990 in relation to the Property.

(67G)Each  Group Company has complied with and are  complying
     with  the  Fire  Services Act,  1981  and  the  Building
     Control Act, 1990.

(67H)In  all  cases  where  the provisions  of  the  Building
     Control  Act,  1990 or of any regulations from  time  to
     time  made thereunder apply to the design or development
     of  the Property or any part of it or any activities  in
     connection therewith, such provisions have been complied
     with in full.

(67I)As  soon  as  is  practicable following  Completion  the
     Warrantors shall furnish to the Purchaser the  documents
     specified in Condition 36(c) and (d) of the Law  Society
     of Ireland General Conditions of Sale (1995 Edition).

(67J)There  are  no  rent  reviews under the  leases  of  the
     Property in progress.

(67K)No  obligation necessary to comply with any  notices  or
     other  requirements  given by  the  landlord  under  any
     leases of the Property is outstanding.

(67L)There is no obligation to reinstate the Property or  any
     part  thereof by removing or dismantling any  alteration
     made to it by the Group Companies or any predecessor  in
     title to the Group Companies.



                          PENSIONS


(68) No Other Schemes

     There  is  not  in operation nor has any  proposal  been
     announced  to  enter  into or establish  any  agreement,
     arrangement,   custom  or  practice   (whether   legally
     enforceable   or  not)  to  which  any   Group   Company
     contributes  (or  promises to provide  on  an   unfunded
     basis) for the payment of any pensions, allowances, lump
     sums  or  other  like  benefits  on  retirement,  death,
     termination of employment (whether voluntary or not)  or
     during  periods  of  sickness  or  disablement  for  the
     benefit  of any employee or former employee or  for  the
     benefit  of  any  dependants of any employee  or  former
     employee.

(69) Pensions

     (a)  The  information set out in the Disclosure  Letter,
          comprises  full  and  accurate  disclosure  of  the
          retirement  benefits  in  place  for  Mr.   Xxxxxxx
          Xxxxxxxx ("the Retirement Account").
     
     (b)  The Retirement Account has been registered pursuant
          to  the  provisions of the Pensions  Act,  1990  as
          amended.
     
     (c)  The Retirement Account is an exempt approved scheme
          within the meaning of the Finance Act, 1972 and the
          Warrantors  are  not aware of any  reason  why  the
          exempt status should or could be withdrawn.
     
     (d)  The  Retirement Account complies with  and  at  all
          times has been administered in accordance with  all
          applicable   laws   regulations  and   requirements
          including those of the Revenue Commissioners and of
          trust law.
     
     (e)  The  Disclosure Letter sets out full details of the
          Retirement Benefits, Death-in-Service Benefits  and
          Disability  Benefits provided for in the Retirement
          Account and the contributions payable.
     
     (f)  Contributions to the Retirement Account are not  in
          arrears and all contributions which have fallen due
          for payment have been paid in full.  No increase in
          these   contributions  is  proposed  or  has   been
          recommended.
     
     (g)  There  are  no grounds pursuant to which  liability
          under  the disability insurance policy (details  of
          which  are set out in the Disclosure Letter)  might
          be avoided by the Company as therein defined.
     
     (h)  The  trustees  of  the Retirement Account  are  not
          engaged  in  or  involved  in  any  litigation   or
          arbitration nor is any such litigation  pending  or
          threatened by or against the trustees and,  so  far
          as  the  Warrantors are aware, there are  no  facts
          likely  to  give  rise to any  such  litigation  or
          arbitration.

(70) Documents

     All  title  deeds relating to the assets of  each  Group
     Company  and an executed copy of all written  agreements
     to which each Group Company is a party, and the original
     copies  of  all other documents which are  owned  by  or
     ought to be in the possession of each Group Company  are
     in its possession or under its control.

(71) Commissions

     No  person is entitled to receive from any Group Company
     any  finders  fee,  brokerage, or  other  commission  in
     connection with the sale and purchase of the Sale Shares
     under this Agreement.

(72) Effect of Agreement

     The making or implementation of this Agreement will not:-

     (a)  cause  any  lease,  tenancy,  licence,  concession,
          grant  or  agreement  of any nature  whatsoever  to
          which  any Group Company is a party to be or become
          liable  to be avoided revoked or otherwise affected
          in any material way;

     (b)  (without  prejudice  to  the  generality   of   the
          foregoing)  impose  upon  any  Group  Company   any
          material   penalty   cost,   charge,   expense   or
          obligation   (including  without   limitation   any
          obligation  to  sell  or  purchase  shares  in  any
          company);

     (c)  result in creation, imposition, crystallisation  or
          enforcement of any encumbrance whatsoever; or

     (d)  result  in  any  indebtedness of any Group  Company
          becoming due or capable of being declared  due  and
          payable prior to its stated maturity.

(73) Returns Up-to-Date

     (a)  Excluding  any  returns required pursuant  to  this
          Agreement all returns, particulars, resolutions and
          other  documents  required to be  filed  or  to  be
          delivered on behalf of the Company with or  to  the
          Registrar  of  Companies of Ireland  or  any  other
          applicable   jurisdiction  have   been   materially
          correctly  and  properly made up and  so  filed  or
          delivered within the period prescribed.

     (b)  All charges in favour of any Group Company have (if
          appropriate) been registered in accordance with the
          provisions of the Companies Act, 1963 to 1990.

(74) Agents and Distributors and Joint Ventures

     No   Group   Company  is  a  party  to  any  agency   or
     distributorship  contract or arrangement  and  no  Group
     Company  is,  or has agreed to become, a  party  to  any
     arrangement  or agreement for the sharing of commissions
     or other income.

(75) Arm's Length Contracts

     No  Group  Company  is party to or has  its  profits  or
     financial position during the three years prior  to  the
     date of this Agreement been affected by any contract  or
     arrangement  which  is not of an entirely  arm's  length
     nature.

(76) Management Reports

     There  have been no reports commissioned by or on behalf
     of  any  Group  Company concerning it  by  financial  or
     management  consultants within the period  of  one  year
     prior to the date of this Agreement.

(77) Grants

     No  Group Company has done any act or thing which  could
     result in all or part of a government grant or any other
     similar  payment or allowance made or due to be made  to
     it  (details  of  which are contained in the  Disclosure
     Letter)  become repayable or being forfeited by  it  nor
     will  performance of this Agreement result in  any  such
     grant,  payment  or allowance becoming repayable  or  so
     forfeited.

(78) DELETED

     
                          TAXATION
                              
(79) At Completion, all Taxation for which each Group Company
     is liable will, if and insofar as such Taxation or other
     sums  ought  to be paid prior to or on Completion,  have
     been paid at or before Completion and each Group Company
     will  not  have  any liability, in respect  of  Taxation
     falling due for payment on or prior to Completion.
     
(80) Agreements to Indemnify

     No Group Company has entered into any financing, leasing
     or  other agreement in which or in connection with which
     such  Group  Company  has indemnified  any  other  party
     against any claim, loss or other liability, arising from
     any  change  in tax legislation or in the interpretation
     of tax legislation.

(81) Employee Share Schemes

     (a)  No  Group  Company  operates or  has  at  any  time
          operated  any  share option scheme, profit  sharing
          scheme or other employee share scheme.
     
     (b)  None  of  the  employees of the Group Company  have
          benefited from the provisions of Section 12 of  the
          Finance Act, 1986.
     
(82) Domicile and Residence

     No  Group  Company  has been at any time,  for  Taxation
     purposes,  resident  in  any  jurisdiction  other   than
     Ireland  nor  has  any Group Company been  at  any  time
     managed or controlled in or from any country other  than
     Ireland  and the Group has not carried on any  trade  in
     any other country.

(83) Secondary Liability

     No  act  or transaction has been effected in consequence
     of  which any Group Company is or may be liable for  any
     Taxation primarily chargeable against some other person.

(84) PAYE/Social Welfare

     Each  Group  Company is registered for the  purposes  of
     regulations  made under Section 127 of  the  Income  Tax
     Act,  1967  (PAYE regulations) and each has complied  in
     all  respects with and made all payments due under  such
     regulations  and is not liable to any abnormal  or  non-
     routine payment or any forfeiture or penalty or  to  the
     operation  of any penal provisions due to non-compliance
     with the said regulations.

(85) Compliance and Records

     Each Group Company has complied in all material respects
     with   Part   II,  Chapter  I  of  the  Social   Welfare
     Consolidation  Act, 1981, the Health Contributions  Xxx,
     0000,  Youth Employment Agency Act, 1981, Section 16  of
     the Finance Act, 1983 and Chapter II of the Finance Act,
     1993 (which applied the Income Levy for 1993/94) and any
     Regulations made under any such Acts and has  maintained
     full  complete  and  correct records  for  the  purposes
     thereof  and  is  not liable for any  abnormal  or  non-
     routine payment or any forfeiture or penalty or for  the
     operation  of any penal provisions due to non-compliance
     with the said Acts and/or Regulations.

     General

(85A)There are set out in the Disclosure Letter full
     particulars of all differences between the accounting
     and taxation treatments of all items in the Accounts.

(85B)There is no appeal by any Group Company pending against
     any assessment to tax and no Group Company is in default
     in payment of any Tax within the period prescribed for
     payment thereof.

(85C)The making of returns, payment of preliminary tax and
     all other requirements of Chapter II Part I of the
     Finance Act, 1988 and Chapter VI of the Finance Act,
     1991 have been complied with fully by each Group
     Company.

(85D)No surcharge for late submission of returns under
     Section 48 of the Finance Act, 1986 has or will become
     payable by any Group Company in respect of any period
     prior to Completion.

(85E)No notice of attachment has been served on any Group
     Company or in relation to any funds of any Group Company
     under Section 73(2) of the Finance Act, 1988.
     [attachment of defaulter's funds]

(85F)The provisions of the Waiver of Certain Tax, Interest
     and Xxxxxxxxx Xxx, x000, particularly Sections 3 and 9,
     do not have application to any Group Company [Mandatory
     requirement to avail of the tax amnesty where
     applicable].

(85G)No transaction has been effected by any Group Company in
     respect of which any consent or clearance from the
     Revenue Commissioners or other taxation authorities was
     required (i) without such consent or clearance having
     been validly obtained before the transaction was
     effected and (ii) otherwise than in accordance with the
     terms of and so as to satisfy any conditions attached to
     such consent or clearance, and (iii) otherwise than at a
     time when and in circumstances in which such consent or
     clearances was valid and effective.

(85H)Nothing has been done and no event or series of events
     has occurred or will as a result of any contract,
     agreement or arrangement entered into before Completion
     which might when taken together with the entry into or
     Completion of this Agreement cause or contribute to the
     disallowance to any Group Company of the carryforward of
     any losses or excess charges on income.

(85I)Where full disclosure for deferred taxation (in
     accordance with Standard Statement of Accounting
     Practice No. l 5 of the Institute of Chartered
     Accountants in Ireland) is not made in the Accounts full
     details of the amounts have been disclosed in the
     Disclosure Letter .

(85J)No Group Company has received any notices under Section
     172 (2) or 172 (3) Finance Act, l995 (resignation of
     professional advisors/auditors as a result of certain
     tax irregularities).

(85K)No Group Company has ever been refused a tax clearance
     certificate by the Revenue Commissioners requested under
     the provisions of Section l77 Finance Act, l995 or any
     other provision relating to the obtaining of tax
     clearance certificates which it did not subsequently
     obtain.


                       CORPORATION TAX

(86) Group Relief

     (a)  No Group Company has claimed, surrendered or agreed
          to  surrender  any amount by way  of  group  relief
          under the provisions of Section 107 and 120 of  the
          Corporation Tax Act, 1976.
     
     (b)  No  Group  Company is liable to make  a  subvention
          payment   or  any  other  payment  for  an   amount
          surrendered  by  any  other  company  under  or  in
          connection with the provisions of Sections  107  to
          Section 120 of the Corporation Tax Act, 1976.
     
(87) Disallowance of Trading Losses

     No  change  of ownership of any Group Company has  taken
     place  in  circumstances such that  Section  27  of  the
     Corporation Tax Act, 1976 has or may be applied to  deny
     relief for loss or losses claimed.

(87A)(a)  No  Group  Company  has paid  remuneration  to  its
          directors  in  excess of such  amount  as  will  be
          deductible in computing the taxable profits of  the
          Company; and

     (b)  No Group Company has paid nor will pay remuneration
          or compensation for loss of office or make any
          gratuitous payment or any other payment in respect
          of management or other services rendered or to be
          rendered to that Group Company to any of its
          present or former directors or employees which will
          not be deductible in computing the taxable profits
          of the Group Company.

(87B) No Group Company has, within the meaning of Chapter III
      of  the  Finance Xxx, 0000, received payment in respect
      of  professional  services from an accountable  person.
      [withholding tax on professional fees]

(87C) No  loan  or  advance  or  payment  has  been  made  or
      consideration  given  or transaction  effected  by  any
      Group  Company falling within Sections 98 or 99 of  the
      Corporation Tax Act, 1976. [loans or write-off of loans
      to shareholders]

(87D) No  Group Company has ever incurred any expense or paid
      any  amount  in consequence of which the Group  Company
      has  been  or  could  be treated under  Section  96  or
      Section  97 of the Corporation Tax Act, l976 as  having
      made   a   distribution.  [treatment  of  expenses   as
      dividends]

(87E) The   limitations  on  the  meaning  of  "distribution"
      provided for by Section 84A of the Corporation Tax Act,
      l976  do not apply to any financial arrangement of  any
      Group  Company.  [limitations  on  use  of  Section  84
      finance]

(87F) No  Group Company is affected by the amendments to Part
      IX  of  the  Corporation  Tax Act,  1976  contained  in
      Section  21  of  the  Finance  Act,  1989.  [additional
      conditions in respect of Section 84 loans].

(87G) Section  42  of  the  Finance Act, l984  [treatment  of
      dividends on certain preference shares] does not  apply
      to any dividend paid by any Group Company in respect of
      preference shares.

(87H) No  Group  Company  has made any claim  for  relief  in
      respect of stock appreciation under Sections 3l and 31A
      of  the  Finance Act, 1975 or Section 26 of the Finance
      Act, 1976 or Section 49 of the Finance Act, 1984.

(87I) No  Group Company has effected or entered into any act,
      transaction or arrangement of any nature whereby it has
      incurred or may hereafter incur any liability under  or
      by  virtue of any of Sections 83, 84, 85 and 92 of  the
      Income  Tax Act, 1967. [treatment of premiums on rental
      income]

(87J) No Group Company has at any time:

      (a) repaid or redeemed or agreed to repay or redeem any
          shares of any class of its share capital or
          otherwise reduced or agreed to reduce its issued
          share capital or any class thereof; or
      
      (b) capitalised or agreed to capitalise in the  form  of
          shares, debentures or other securities or in paying
          up  any amounts unpaid on any shares debentures  or
          other  securities any profits or  reserves  of  any
          class  or description or passed or agreed  to  pass
          any resolution to do so; or
      
      (c) provided capital to any company on terms whereby
          the company so capitalised has in consideration
          thereof issued shares loan stock or other
          securities where the terms of any such
          capitalisation were otherwise than by way of a
          bargain made at arm's length or where the shares,
          loan stock or other securities acquired are shown
          in the Accounts at a value in excess of their
          market value at the time of acquisition.

(87K) No  allowable  loss  which  has  arisen  or  which  may
      hereafter arise on the disposal by any Group Company of
      shares in or securities of any company is liable to  be
      disallowed  in  whole  or in  part  by  virtue  of  the
      application of Section 138 [transactions in a group] or
      Section 139 [dividend stripping] of the Corporation Tax
      Act, 1976. [anti avoidance provisions]

(87L) On  a  sale  of  any machinery and plant at  the  value
      thereof  shown in the Accounts of any Group Company  no
      balancing charge will be incurred.

(87M) There  has not been in respect of any accounting period
      any  excess  of  distributable  investment  and  estate
      income  within  the  meaning  of  Section  100  of  the
      Corporation  Tax  Act, 1976. [surcharge  on  investment
      income].

(87N) No  Group  Company  has  entered into  transactions  by
      virtue of which it will be  chargeable under Case IV of
      Schedule D in accordance with Section 29 of the Finance
      Act, 1984. [taxation of income deemed to arise on sales
      of   certain  securities  e.g.  government/  semi-state
      stock]

(87O) The  restrictions on the use of capital allowances  for
      certain leased assets as set out in Section 40  of  the
      Finance  Act,  1984  do  not have  application  to  any
      transactions entered into by any Group Company [use  of
      capital allowances against leasing income only].

(87P) The  provisions of Section 52 of the Finance Act,  1986
      do  not apply to any expenditure incurred by any  Group
      Company. [capital allowances net of grant]

(87Q) No  circumstance exists in connection  with  any  Group
      Company  which would lead to the withdrawal  of  relief
      for  investment in research and development as provided
      for in Chapter III of the Finance Act, 1986.

(87R) The  provisions of Section 46 of the Finance Act,  1986
      do  not  apply to any transaction entered into  by  any
      Group    Company.    [limited   partnerships:    relief
      restrictions]

(87S) No Group Company has entered into any transaction as  a
      result  of  which  it could be assessed  to  tax  under
      Chapter  VII of Part IV of the Income Tax Act, 1967  or
      Part  IV of the Finance (Miscellaneous Provisions) Act,
      1968  [profits from land development] or Section 35  of
      the  Finance Act, 1965 [treatment of rental  income  as
      profits from land development].

(87T) No  Group  Company has received a notice under  Section
      39(B)5  of the Finance Act, 1980 as inserted by Section
      30 of the Finance Act, 1987 requiring the Group Company
      to desist from an activity or revoking the certificate.
      [Custom House Docks Area]

(87U) The  utilisation of losses incurred or charges paid  by
      any  Group  Company is not restricted by Sections  10A,
      16A  or  116A  of the Corporation Tax Act,  1976.  [10%
      losses and charges against 10% profits]

(87V) No reduction or withdrawal of relief has occurred under
      Section  41(4) of the Finance Act, 1988.  [relief  from
      Corporation Tax in respect of certain dividends from  a
      non-resident subsidiary]

(87W) No allowance in respect of capital expenditure is or
      may be restricted by virtue of Sections 43 to 52
      inclusive of the Finance Act, 1988. [limitation on 100%
      write off]

(87X) Neither any Group Company nor any of its shareholders
      is affected by the restrictions on the Business
      Expansion Scheme relief which are contained in Section
      9 of the Finance Act, 1989 or Sections 15, 16 and 17 of
      the Finance Act, 1991 . [additional conditions for
      relief].

(87Y) No Group Company has entered into or taken any steps
      the object of which is a transaction which comes or
      might come within Section 88 of the Finance Act, 1989.
      [schemes to avoid liability to tax under Schedule F]

(87Z) The goods produced by Ethos Medical Products Limited
      fall within the definition of goods regarded as
      manufactured contained in Section 39 of the Finance
      Act, 1980. [10% CT rate for certain activities].

(87AA)The tax benefit envisaged at the time of borrowing in
      respect of any loan under Section 84 of the Corporation
      Tax Act, 1976 will under present legislation remain
      undiminished until such loan has been repaid.
      [restriction on the benefit and availability of S84
      loans].

(87AB)No Group Company owns nor has it ever owned an asset
      which constitutes a material interest in an off-shore
      fund which is or has at any time been a non qualifying
      off-shore fund within the terms of Chapter VII Part l
      Finance Act, 1990 [off-shore funds].

(87AC)Any machinery or plant provided for use for the
      purposes of the trade of any Group Company after l
      April, 1990 is used wholly and exclusively for the
      purposes of the trade of the Group Company. [SS 70 & 73
      Finance Act, 1990].

(87AD)No Group Company has been involved in any property
      investment scheme in respect of which the tax
      incentives on property investment are restricted by
      Section 24 of the Finance Act, 1991.

(87AE)The restrictions of capital allowances on holiday
      cottages do not apply to any Group Company (Section 25
      Finance Act 1992).

(87AF)No Group Company has paid dividends out of export sales
      relieved income or Xxxxxxx income to its executives
      (Sections 19 and 35 of the Finance Act, 1992).

(87AG)No Group Company has been nor is assessable to tax
      under Section 200 or Section 201 of the Income Tax Act,
      1967.

(87AH)No Group Company has made an election under Section 47
      Finance Act, 1983 not to account for Advance
      Corporation Tax on certain distributions.

(87AI)All trading losses and excess charges on income carried
      forward or utilised by Group Companies do not relate to
      activities which formed part of trades separate from
      that currently being carried on by those companies.

(87AJ)All Group Companies have traded continuously since
      1990.

(87AK)Alliance Investments Limited holds a 'qualifying
      patent' within the meaning of Section 34 of the Finance
      Act, 1973 and royalties received thereunder constitute
      'income from a qualifying patent' as defined in that
      section.

(87AL)All patent royalties received after 23 April 1996, but
      on or before the Completion Date, have been calculated
      on an arms-length basis.

(87AM)No royalty payments were received before the Completion
      Date by Allied Investments Limited from Ethos Medical
      Products Limited in respect of royalties accrued after
      28 March 1996 [effective date of changes made in the
      Finance Act, 1996].

                 DIVIDENDS AND DISTRIBUTIONS

(88) Advance Corporation Tax ("ACT")

     (a)  No  Group Company has any outstanding liability  to
          ACT under Chapter VII of Part I of the Finance Act,
          1983.
     
     (b)  No Group Company has made an election under Section
          44 of the Finance Act, 1983 (group dividends).
     
     (c)  No Group Company has made a surrender under Section
          45 of the Finance Act, 1983 (surrender of ACT).
     
     (d)  No  Group Company is affected by the provisions  of
          Section  46  of  the  Finance Act,  1983  (carrying
          forward  of  ACT  where a change  in  ownership  of
          company).
     
     (e)  No  Group Company is affected by the provisions  of
          Section 48 of the Finance Act, 1983 (application of
          ACT  to  interest on certain loans  -  transitional
          provisions re Section 84 loans).
     
(89) Acquisition of Own Shares

     No  Group  Company has acquired any of  its  own  shares
     pursuant  to  the  provisions of  Chapter  VIII  of  the
     Finance Act, 1991.

          COMPLIANCE WITH ADMINISTRATIVE PROCEDURES

(90) Interest on Overdue Taxation

     No  Group  Company is or has at any time since the  Last
     Accounting  Date been liable to pay interest on  overdue
     Taxation.

(91) Payments made under Deduction of Taxation

     (a)  Each  Group  Company  has duly  complied  with  the
          requirements of Section 151 of the Corporation  Tax
          Act,  1976  and with the requirements of all  other
          provisions   relating   to   the   deduction    and
          withholding  of Taxation at source up to  the  date
          hereof and all such Taxation which has become  due,
          has been paid.
     
     (b)  No  Group Company is liable to any claim in respect
          of  Taxation  due under Section 17 of  the  Finance
          Act,  1970  arising for payments  to  certain  sub-
          contractors.
     
(92) Late Submission of Returns

     No claims to relief connected with any Group Company are
     subject to restriction by Section 55 of the Finance Act,
     1992.

(93) Appeals

     There  is no appeal by any Group Company pending against
     any assessment to Taxation.

(94) Taxation Accounts and Returns

     Each Group Company has and the Group has for each of the
     five   accounting  periods  up  to  and  including   the
     accounting  period ending on the Last  Accounting  Date,
     furnished  the  relevant  tax authority  with  full  and
     accurate  particulars relating to its affairs  and  also
     has  properly and within the prescribed periods of  time
     made  all  returns and given or delivered  all  notices,
     accounts  and  information required for the  purpose  of
     Taxation, and all such particulars have been correct  in
     all material respects and on a proper basis and none are
     disputed  by  the relevant tax authority concerned,  and
     there  are no grounds or circumstances which might cause
     any  such  dispute and each Group Company  has  and  the
     Group  has made all claims which would be of benefit  to
     it  within  the  time limits laid down in  the  relevant
     legislation.  Each Group Company has and the  Group  has
     submitted  and  the  relevant tax  authority  has  where
     appropriate  agreed computations of its taxable  profits
     in  respect of all periods up to and including the  year
     ended on the Last Accounting Date.

(95) Mandatory Reporting Requirements

     Each Group Company has complied in all respects with the
     reporting  requirements of Part VII of the Finance  Xxx,
     0000.

                    AVOIDANCE AND EVASION

(96) Taxation Evasion

     No  Group  Company has committed any  act  or  made  any
     omission which might constitute an offence under Section
     94   of   the   Finance  Act,  1983  (aiding,  abetting,
     assisting, etc. tax evasion).

(97) Tax Avoidance

     No Group Company has entered into or been a party to any
     scheme or arrangement designed partly or wholly for  the
     purpose of avoiding Taxation.  No Group Company has been
     involved  in any "tax avoidance transaction" within  the
     meaning  of Section 86 of the Finance Act, 1989  and  no
     provisions of that section apply to any Group Company in
     respect  of  any  event (whether or  not  involving  the
     Company)  which  took  place  before  Completion  or  in
     respect  of  any series of events (whether or  not  such
     events  or any of them involve any Group Company) taking
     place   partly   before  Completion  and  partly   after
     Completion.

 (98)     Transactions of Arm's Length

     No  Group Company has acquired or disposed of any  asset
     or  entered into any transaction which was not a bargain
     at  arm's  length, ("Relevant Transaction") save  for  a
     Relevant Transaction(s) in respect of which all Taxation
     for which it was or is liable arising therefrom has been
     provided  for  in full, or where due for  payment,  will
     have been paid prior to Completion.

                      CAPITAL GAINS TAX

(99) Rollover Relief

     No  Group Company has made any claim under Section 28 of
     the   Capital  Gains  Tax  Act,  1975  as  respects  the
     consideration  for the disposal of its interest  in  any
     assets  which are defined in the said Section 28 as  the
     "old assets" or under Section 5 of the Capital Gains Tax
     (Amendment)   Act,  1978  (compulsory   purchase   order
     relief).

(100)Transfers at Undervalue

     No  Group  Company  has made any such  transfers  as  is
     referred to in Section 35 of the Capital Gains Act, 1975
     or  received  any asset by way of gift as  mentioned  in
     paragraph 18 of Schedule 4 Capital Gains Tax Act, 1975.

(100A)No Group Company has been a party to or involved in any
     share for share exchange nor any scheme of
     reconstruction or amalgamation such as are mentioned in
     Schedule 2 of the Capital Gains Tax Act, 1975 or Section
     127 of the Corporation Tax Act, 1976 under which shares
     or debentures have been issued or any transfer of assets
     effected.

(100B)No Group Company has entered into any transaction which
     has, will or may give rise to a charge to tax under the
     provisions of the Capital Gains Tax Act, 1975 or the
     provisions of the Corporation Tax Act, 1976 relating to
     companies' capital gains or under the provisions of the
     Capital Acquisitions Tax Act, 1976.

(100C)No Group Company has any liability by virtue of the
     provisions of Section 56 of the Finance Act, 1983.
     [chargeable gains accruing on disposals by liquidators]

(100D)No Group Company has made any claim under Section 43 of
     the Capital Gains Tax Act, 1975 [unremittable profits
     made abroad] and no tax liability has been deferred
     under any other provision of the Capital Gains Tax Act,
     1975 including Xxxxxxx 00 xx xxx Xxxxxxx Xxxxx Xxx Xxx,
     0000. [e.g. instalment sales]

(100E)No Group Company has entered into any transactions to
     which Sections 129 to 137 (inclusive) of the Corporation
     Tax Act, 1976 Act or Sections 66, 67, 68, 69, 70 and 72
     of the Finance Act, 1992 apply. [capital gains tax group
     relief].

(100F)There have been no claims under Section 12(4) of the
     Capital Gains Tax Act, 1975 made by any Group Company.
     [capital gains tax losses allowed where asset is of
     negligible value]

(100G)No Group Company has entered into or taken any steps
     the object of which is a transaction which comes within
     or might come within Section 87 of the Finance Act, 1989
     [creation of capital gains tax losses].

(100H)No Group Company holds nor has disposed of "new assets"
     under Section 65 of the Finance Act, 1992. [receipt of
     shares for transfer of trade: deferment of capital gains
     tax] .
                              
                  STAMP DUTY / CAPITAL DUTY

(101)Mandatory Payment of Stamp Duty

     Each  Group  Company has duly complied with and  has  no
     liability  under  Section 1 of the Stamp  Act,  1891  as
     substituted  by  the provisions of  Section  94  of  the
     Finance Act, 1991.

(102)Instruments Properly Stamped

     All  instruments  in  the possession  of  or  under  the
     control  of  any Group Company which attract stamp  duty
     have been properly stamped.

(103)Reliefs, Exemptions or Reductions

     No  relief, exemption or reduction has been obtained  by
     any  Group Company from companies capital duty or  stamp
     duty   under  Section  72  of  the  Finance  Act,   1973
     (reconstruction  or  amalgamation) or  from  stamp  duty
     under  Section  19 of the Finance Act, 1952  (associated
     company  relief) or Section 31 of the Finance Act,  1965
     (relief  from  capital and stamp duty in certain  cases)
     which:-

     (a)  has been forfeited, cancelled or withdrawn; or
     
     (b)  so   far  as  the  Warrantors  are  aware  may   be
          forfeited, cancelled or withdrawn in the future.
     
(104)Liability to Capital Duty and Stamp Duty

     All  capital duty howsoever arising or payable including
     but  not limited to any such arising or payable  on  any
     transaction referred to in Section 68(1) of the  Finance
     Act,  1973 has been duly and promptly paid by the  Group
     and  there  is  no  outstanding  liability  therefor  or
     interest thereon.

(104A)All capital duty and/or stamp duty payable by any Group
     Company in respect of any of the transactions referred
     to in the following Sections of the Finance Act, 1973
     has been duly and promptly paid by the Group Company so
     that there is no liability in respect thereof or any
     interest thereon:

     (a)  Section 63 [stamp duty on security documents];
     
     (b)  Section 64 [replacement of headings in Xxxxx Xxx,
          0000];
     
     (c)  Section 68 [capital duty]; and
     
     (d)  Sections 69 and 70 [stamp duty on certain Companies
          Registration Office statements].

(104B)All capital duty and/or stamp duty howsoever arising or
     payable has been duly and promptly paid by each Group
     Company and there is no outstanding liability therefor
     or interest thereon.

(104C)No Group Company has executed an instrument in respect
     of which fines could be imposed pursuant to Section 5 of
     the Stamp Act, 1891 as substituted by Section 97 of the
     Finance Act, 1991. [penalties for fraud and for
     negligence in the preparation of instruments etc.]

(104D)No Group Company is liable for any penalty imposed by
     Section 103 of the Finance Act, 1991. [surcharge for
     under valuations]

(104E)No Group Company nor its employees have done or omitted
     to do anything which could give rise to a liability on
     the Group Company for a fine, penalty, interest, charge
     or additional duty under the Xxxxx Xxx, 0000, as
     amended.

                       VALUE ADDED TAX

(105)Value Added Tax Compliance

     (a)  Each  Group  Company  is a registered  and  taxable
          person for the purposes of the Value Added Tax Act,
          1972 and has complied in all material respects with
          such legislation (including the due payment of  any
          sums  due)  and  all regulations  made  or  notices
          issued  thereunder and has maintained and  obtained
          full   complete  correct  and  up-to-date  records,
          invoices and other documents (as the case may be).
     
     (b)  No Group Company is or has been in arrears with its
          payments   or  returns  (including  where  relevant
          monthly   control  statements  and   listings)   or
          notifications under the Value Added Tax  Act,  1972
          or liable to any abnormal or non-routine payment or
          any  forfeiture or penalty or to the  operation  or
          any penal provisions contained therein.
     
     (c)  Each  Group Company has charged and accounted in  a
          timely   manner  for  value  added   tax   at   the
          appropriate  rate  in respect of  all  supplies  of
          goods and services affected by the Value Added  Tax
          Act, 1972.
     
(107)Membership of a Group for Value Added Tax

     No arrangement exists or has existed whereby pursuant to
     Section  8(8)  of  the Value Added  Tax  Act,  1972  and
     Regulation  5  of the Value Added Regulations  1979  (as
     amended) regarding membership of a group for value added
     tax  purposes, the business activities of the  Group  or
     any Group Company are or were deemed to be carried on by
     any other person or the business activities of any other
     person are or were deemed to be carried on by the  Group
     or any Group Company.  No notification has been received
     by  Group  Company from the Revenue Commissioners  under
     Section  8(8) of the Value Added Tax Act, 1972 including
     especially  a notification in the absence of  a  request
     from the taxable persons concerned.

(108)Security for Value Added Tax

     No Group Company has been required by appropriate fiscal
     authorities to give security under the value  added  tax
     legislation in Ireland or elsewhere.

(109)Deferment of Value Added Tax for small traders

     No Group Company has availed of the procedure in Section
     58 of the Finance Act, 1989 whereby a trader may account
     and make returns for value added tax purposes other than
     after each two monthly taxable period.

(110)Waiver of Exemption

     No  Group Company has waived the exemption in respect of
     any exempted activity under Section 7 of the Value Added
     Tax Act, 1972.

(111)No Refunds Withheld

     No  circumstances exist whereby a refund of value  added
     tax due to any Group Company has been or may be deferred
     under  the  provisions of Section 20 (1A) of  the  Value
     Added Tax Act, 1972.

                  CAPITAL ACQUISITIONS TAX

(112)Liability of Shares

     Each  of  the  Vendors in respect  only  of  his  shares
     comprised  in  the  Shares confirms  that  there  is  no
     unsatisfied   liability  to  Capital  Acquisitions   Tax
     attached or attributable to his Sale Shares and none  of
     such  shares  are subject to a charge in favour  of  the
     Revenue Commissioners.

                     Capital Acquisitions Tax

(112A)No person is liable to capital acquisitions tax
     attributable to the value of any of the Shares and in
     consequence no person has the power to raise the amount
     of such tax by sale or mortgage of or by a terminable
     charge on any of the Shares.

(112B)No Group Company has entered into or taken any steps
     the object of which is a transaction which comes within
     Section 90 of the Finance Act, 1989 [arrangements
     reducing value of company's shares] .

                 PAYE/SOCIAL WELFARE LEVIES

(113)Deferment of PAYE

     (a)  No  Group  Company has availed of  the  Income  Tax
          (Employment)   Regulations  1989   (S.I.   58/1989)
          whereby  an employer may make remittances  of  PAYE
          deducted  from  his employees at  longer  intervals
          than the normal remittance basis.
     
     (b)  Each Group Company is registered for the purposes
          of regulations made under Section 127 of the Income
          Tax Act, 1967 (PAYE regulations) and has complied
          at all times in all respects with such regulations
          and has maintained full, complete, correct and up
          to date records appropriate or requisite for the
          purposes thereof.
     
     (c)  No Group Company is in arrears with its payments or
          returns required under regulations made under
          Section 127 of the Income Tax Act, 1967 (PAYE
          regulations) or liable to any abnormal or non-
          routine payment or any forfeiture or penalty or to
          the operation of any penal provisions due to non-
          compliance with the said regulations.

(114)Wealth Tax

     No  Group  Company  has  any outstanding  liability  for
     wealth tax made under the Wealth Tax Act, 1975.

(115)Customs and Excise:

     Each  Group  Company has complied fully  and  accurately
     with  all  applicable requirements of  Part  II  of  the
     Finance  Act,  1992  and  other  legislation,  statutory
     instruments,  regulations notices and  practices  on  or
     connected with customs and/or excise.




                       FOURTH SCHEDULE
                       ---------------                              
                              
                        The Property
                              
                              
                              
                              
Xxxxx 0, 0 xxx 0 Xxxxxxxxx Xxxxxxxxxx Xxxxxx, Athlone, Co. Roscommon

Xxxx 0, Xxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00.



                       FIFTH SCHEDULE
                       --------------
                              
                      Option Agreement
                              
                              


Between/



     (1)  KCI INTERNATIONAL, INC.

     (2)  XXXXXXX XXXXXXXX

     (3)  KINETIC CONCEPTS, INC.





                              
                PUT AND CALL OPTION AGREEMENT
                              
                              
                              
                              
                              
                              
                              
                  X.X. Xxxxxxx & Partners,
                         Solicitors,
                 00/00, Xxxxx Xxxxx Xxxxxx,
                          Xxxxxx 0.
                   (K130/DH/IH/optagr.doc)


THIS AGREEMENT is made on        day of               , 1997.


Between/

               KCI INTERNATIONAL, INC.
               having its principal place of business at
               0000 Xxxxxxx Xxxxx, Xxx Xxxxxxx,
               Xxxxx 00000-0000, XXX
               (hereinafter called  "the Purchaser")

                                           Of the First Part
               and

               XXXXXXX XXXXXXXX
               of Lissoy, Xxx Xxxxxxx, Xxxxxxx,
               Xx. Xxxxxxxxx, (hereinafter called
               "the Shareholder")
                                           Of the Second Part
               and

               KINETIC CONCEPTS, INC.
               having its principal place of business at
               0000 Xxxxxxx Xxxxx, Xxx Xxxxxxx,
               Xxxxx 00000-0000, XXX
               (hereinafter called "KCI")
                                             Of the Third Part

WHEREAS
-------

A.   The Purchaser and the Shareholder have entered into an
     Agreement for the sale and purchase of 80% of issued
     share capital of Ethos Medical Group Limited dated
                       ("the Share Purchase Agreement").

B.   The  Purchaser and the Shareholder have agreed  to  grant
     each  other the respective options hereinafter  described
     on the terms and conditions hereinafter contained.

C.   KCI  has  entered  into  this Agreement  solely  for  the
     purpose of Clauses 5.6 and 5.7 hereof.

NOW THIS AGREEMENT WITNESSETH :-

1.   INTERPRETATION

1.1  Definitions
     -----------

     All  words and expressions defined in the Share  Purchase
     Agreement shall, unless the context specifies  or  it  is
     otherwise  specified, have the same  respective  meanings
     herein.

          (a)   "Call  Option" the right granted  pursuant  to
          Clause 2.2.

          (b)   "Call  Option  Period" the thirty  day  period
          commencing  on  either  the  first  day  after   the
          Shareholder voluntarily leaves the employment of the
          Company or the first day after the third anniversary
          of  the signing of the Employment Agreement with the
          Shareholder, whichever is the earlier.

          (c)   "Completion"  Completion of the  purchase  and
          sale of any of the Option Shares.

          (d)   "Options" the rights granted and  pursuant  to
          Clause 2.1 and 2.2.

          (e)   "Option Shares" the 90,183 Ordinary Shares  of
          IR10p  each fully paid in the Company owned  by  and
          registered  in the name of the Shareholder  together
          with  all  rights of any nature whatsoever attaching
          or  thereafter  attaching or accruing  thereto  free
          from  encumbrances but not including this  right  to
          any  dividends  accrued or unpaid  thereon  together
          with  any  further shares, stock or other securities
          in  the  Company or in any other Company  which  are
          derived   from  the  Option  Shares  or  which   are
          distributed by the Company in respect of the  Option
          Shares  and  any shares, stock and other  securities
          for  the time being representing the same by  reason
          of  any  alteration  in  the share  capital  of  the
          Company  or  any  amalgamation,  re-organisation  or
          reconstruction of the Company.

          (f)  "Option Value" The amount of IR pounds 560,000.

          (g)   "Put  Option"  the right granted  pursuant  to
          Clause 2.1.

          (h)   "Put  Option Period" the period commencing  on
          the  first day after the date the Shareholder ceases
          to be employed by the Company and ending thirty days
          after  the third anniversary of the signing  of  the
          Employment Agreement with the Shareholder,  provided
          however,   that  the  Put  Option   shall   not   be
          exercisable by the Shareholder during the  one  year
          period commencing on the date of the signing of  the
          Employment  Agreement and terminating on  the  first
          anniversary  of that date subject to the  provisions
          of Clause 5.4 hereof.

1.2  Further Definitions
     -------------------

          (a)   Any  reference  to a document  being  "in  the
          approved terms" shall mean that such document  shall
          be  in a form approved by each of the parties hereto
          and  for the purpose of identification signed by  or
          on  behalf of the parties hereto on or prior to  the
          date hereof.

          (b)    Any  reference  to  any  provision   of   any
          legislation  shall  include  any  modification,  re-
          enactment or extension thereof.

          (c)   Words such as "hereunder", "hereto",  "hereof"
          and  "herein"  and other words commencing  with  the
          word   "here"  shall  and  if  the  context  clearly
          indicates to the contrary refer to the whole of this
          Agreement  and  not  to  any particular  section  or
          clause thereof.

          (d)  Save as otherwise provided herein any reference
          to  a  section,  clause, paragraph or  sub-paragraph
          shall be a reference to a section, clause, paragraph
          or   sub-paragraph  (as  the  case  maybe)  of  this
          Agreement  and  any  reference  in  a  clause  to  a
          paragraph or sub-paragraph shall be a reference to a
          paragraph   or  sub-paragraph  of  the   clause   or
          paragraph in which the reference is contained unless
          it appears from the context that a reference to some
          other provision is intended.


1.3  Headings and Captions
     ---------------------
 
     The  section headings and captions to the clauses in this
     Agreement are inserted for convenience of reference  only
     and  shall  not  be considered a part of  or  affect  the
     construction or interpretation of this Agreement.


2.   OPTIONS

2.1  Put Option
     ----------

     In consideration of the sum of  pounds 1 paid by the Shareholder
     to the Purchaser (receipt of which is acknowledged by the
     Purchaser) and in consideration of the grant of the  Call
     Option,  the  Purchaser hereby grants to the  Shareholder
     the  right exerciseable at any time during the Put Option
     Period  to  require the Purchaser to purchase the  Option
     Shares for the Option Value upon the terms and subject to
     the conditions of this Agreement.

2.2  Call Option
     -----------

     In  consideration of the sum of pounds 1 paid by the  Purchaser
     to  the Shareholder (receipt of which is acknowledged  by
     the Shareholder) and in consideration of the grant of the
     Put   Option,  the  Shareholder  hereby  grants  to   the
     Purchaser  the right exerciseable at any time during  the
     Call Option Period to purchase the Option Shares for  the
     Option Value upon the terms and subject to the conditions
     of the Agreement.

2.3  All of the Option Shares
     ------------------------

     The  Options shall be exerciseable only in respect of all
     of the Option Shares.

2.4  Timing of Exercise
     ------------------

     The  Call  Option shall be exerciseable only if  the  Put
     Option has not been exercised and vice versa.

2.5  Method of Exercise
     ------------------

     The  Options  shall  be exercised by  notice  in  writing
     served by the party exercising the Put Option, or as  the
     case  may  be the Call Option, on the party on  whom  the
     said  notice may be served in accordance with  the  terms
     hereof.


3.   COMPLETION

3.1  Timing of Completion
     --------------------

     The  parties  shall  be bound to complete  the  sale  and
     purchase  of the Option Shares no later than 14  Business
     Days after the service of the said notice (or on the next
     succeeding  business  day if Completion  would  otherwise
     fall on a day which is not a Business Day).

3.2  Venue
     -----

     Completion of the sale and purchase shall take  place  at
     the  offices of the Company or at such other place as the
     parties  shall agree not later than 3 pm on the  relevant
     day.

3.3  Documents to be exchanged
     -------------------------

     At  Completion the Shareholder shall transfer the  Option
     Shares as beneficial owner of the Option Shares and shall
     deliver to the Purchaser duly executed transfers  of  the
     Option   Shares   accompanied  by  the   relevant   Share
     Certificate  (or an appropriate indemnity in  respect  of
     lost  of  missing Share Certificates) and  the  Purchaser
     shall  pay  to  the  Shareholder a sum  representing  the
     Option Value of the Option Shares without any set off  or
     withholding (other than any withholding which they may be
     obliged to make as a matter of law).

3.4  No Warranties
     -------------

     The  Option  Shares transferred to the Purchaser  by  the
     Shareholder on exercise of either of the Options shall be
     transferred free from all liens, charges and encumbrances
     and  with  all  rights  attaching thereto,  but  save  as
     aforesaid, the Shareholder shall not be required to  give
     any warranties or indemnities in connection with the sale
     or transfer of the Option Shares on exercise of either of
     the Options.


3.5  Competition Covenants
     ---------------------

     As a further consideration for the Purchaser entering
     into this Agreement the Shareholder hereby covenants with
     the Purchaser as follows:

     (a)  that  he will not for a period commencing on the
          date hereof and terminating one year from Completion
          either as principal, partner, agent or otherwise
          howsoever whether directly or indirectly carry on or
          help or assist in carrying on within Ireland, or any
          other country where in the one year preceding
          Completion the Companies has sold products, in any
          businesses which competes, directly or indirectly
          with the Business;
     
     (b)  that he will not during the like period within the
          like area either as principal, partner, agent or
          otherwise howsoever directly or indirectly be
          engaged concerned or interested in carrying on the
          said businesses or any of them;
     
     (c)  that he will not at any time hereafter make use of
          or disclose for his  own benefit or for or to or on
          behalf of any other person, firm, company or
          corporation any Confidential Information which he
          now possesses appertaining to the business or
          affairs of the Companies or of any clients,
          customers or other persons having dealings with the
          Companies save that this obligation shall not apply
          to any confidential information which is already in
          the public domain or which subsequently enters the
          public domain through no fault or default of Xxxxxxx
          Xxxxxxxx or to any information which he subsequently
          receives from a third party who is not in breach of
          any obligations of confidentiality;
     
     (d)  that he will not for the like period either on his
          own behalf or on behalf of any person, firm, company
          or corporation, competing or endeavouring to compete
          with the Companies directly or indirectly solicit or
          endeavour to solicit or obtain the custom of any
          person, firm, company or corporation that is at
          Completion a customer of the Companies or which at
          any time in the two years preceding Completion has
          been a customer of the Companies;
     
     (e)  that he  will not for the like period either on his
          own behalf or on behalf of such persons as aforesaid
          directly or indirectly solicit or endeavour to
          solicit or obtain the services of any person
          employed by the Companies or use his  knowledge or
          influence over any such customer or employee or any
          person, firm, company or corporation known to him as
          contracting with or having dealings with the
          Companies to or for his  own benefit or that of any
          other person, firm, company or corporation in
          competition with the Companies;
     
     (f)  the benefit of each and every of the covenants set
          out in paragraphs (a) to (e) shall be deemed to be
          separate and severable and enforceable by the
          Companies and/or the Purchaser accordingly.  In the
          event of any covenant contained in this Clause being
          held unreasonable by reason of the area, duration,
          type or scope of restriction contained therein the
          said covenant shall be given effect to in its
          reduced form as may be decided by any Court or
          competent jurisdiction;
     
     (g)  The Shareholder hereby acknowledges that all of the
          restrictions herein contained are reasonable and
          valid and hereby waives any and all defences to the
          strict enforcement thereof by the Purchaser and/or
          the Companies.

4.   FAILURE TO COMPLETE

4.1  Power of Attorney
     -----------------

     Notwithstanding anything herein contained, if  Completion
     of  the sale of the Option Shares has not taken place  by
     the  14th Business Day after the date of exercise of  the
     first  of  the  Options  to  be exercised,  then  without
     prejudice  to  any other remedy which the  Purchaser  may
     have  against the Shareholder, the Purchaser  shall  have
     the right upon payment of the Option Value in respect  of
     the Option Shares to the credit of the Shareholder in any
     bank  in the County of Westmeath or to the solicitor  for
     the Shareholder, to complete the transaction as aforesaid
     and  the Shareholder irrevocably constitutes and appoints
     the Purchaser as his true and lawful attorney to complete
     the  transaction  and execute any and every  document  in
     that behalf.

4.2  Interest
     ---------
 
     In  the  event that the Purchaser fails to pay the Option
     Value  in respect of the Option Shares to the Shareholder
     at   Completion,  the  amount  due  and  owing   to   the
     Shareholder by the Purchaser shall bear interest  at  the
     rate of 20% per annum.

5.   MISCELLANEOUS

5.1  Share Certificate
     -----------------

     The  Share  Certificate of the Shareholder in respect  of
     the  Option  Shares shall be endorsed or enfaced  as  and
     from the date hereof with the following:-

          "This  Share  Certificate is issued subject  to  the
          terms  and  conditions  of an  Agreement  dated  the
          day   of   April,   1997  and   made   between   KCI
          International, Inc. and Xxxxxxx Xxxxxxxx."
          
5.2  Non-Assignability
     -----------------

     This  Agreement shall be binding upon and  enure  to  the
     benefit  of  each  party's personal  representatives  and
     successors.  Nothing in this Agreement shall prevent  the
     Purchaser assigning the benefit of this Agreement to  any
     other  party and the consent of the Shareholder  to  such
     assignment shall not be necessary.  The Shareholder shall
     be  entitled  to assign the benefit of this Agreement  to
     any  other party with the consent of the Purchaser,  such
     consent not to be unreasonably withheld or delayed.

5.3  Notices
     --------

     Any  notice  required to be given by any of  the  parties
     under this Agreement may be sent by post or delivered  by
     hand  to the address of the addressee as set out in  this
     Agreement  or to such other address as the addressee  may
     from  time to time have notified for the purpose of  this
     clause.   Communication sent by post shall be  deemed  to
     have  been  received forty eight hours after  posting  in
     proving  that communication was contained in an  envelope
     which  was  duly addressed and posted in accordance  with
     this  clause.  Communication sent by hand shall be deemed
     to have been received when delivered.

5.4  Liquidation of Company
     ----------------------

     Nothing  in  this  Option  Agreement  shall  prevent  the
     shareholders of the Company winding up the Company and it
     shall  not be a breach of this Agreement to wind  up  the
     Company. So however that if the Company shall enter  into
     liquidation   whether  compulsorily  or   voluntary   the
     Shareholder shall be deemed to have, immediately   before
     the  entry  into liquidation, to have exercised  the  Put
     Option   notwithstanding  that  the   one   year   period
     commencing  on  the  date of the signing  the  Employment
     Agreement  and  termination on the first  anniversary  of
     that date has not elapsed.

5.5  Counterparts
     ------------

     This   Agreement  may  be  executed  in  any  number   of
     counterparts  and  by the different parties  on  separate
     counterparts  each of which when executed  and  delivered
     shall  constitute  an original and all such  counterparts
     together constituting but one and the same instrument.

5.6  Obligation of KCI
     -----------------

     (a)  KCI hereby covenants to guarantee the performance by
          the  Purchaser  of its obligations pursuant  to  the
          terms of this Agreement.
     
     (b)  The  liability of KCI hereunder shall be  discharged
          or diminished by
     
          (i)  any  time or indulgence or waiver given  to  or
               composition  made  with the  Purchaser  by  the
               Shareholder;
          
          (ii) any amendment, variation or modification to  or
               replacement of this Agreement;
          
          (iii)the non-enforcement of any rights, remedies  or
               securities against the Purchaser or the release
               of the Purchaser in respect of same.

5.7  Jurisdiction
     ------------

     This Agreement shall be governed by and construed in  all
     respects  in  accordance with Irish law and  the  parties
     agree to submit to the non-exclusive jurisdiction of  the
     courts  of  Ireland and the address for  service  in  the
     State of KCI shall be the registered office for the  time
     being of Ethos Medical Group Limited.

IN  WITNESS whereof these presents have been entered into  the
day and year first herein written.




PRESENT when the
Common Seal of
KCI INTERNATIONAL, INC.
-----------------------
was affixed hereto :






SIGNED SEALED AND DELIVERED
by XXXXXXX XXXXXXXX
   ----------------
in the presence of :





PRESENT when the
Common Seal of
KINETIC CONCEPTS, INC.
----------------------
was affixed hereto :

                               
                               
                               
                        SIXTH SCHEDULE
                        --------------
                               
                        Escrow Account
                               

(a)  The Retention shall on Completion be paid into the Escrow
     Account.  The Retention Account shall be held by the
     Purchaser's Solicitors and the Warrantors' Solicitors on
     the terms of this  Sixth Schedule.

(b)  The Escrow Account will be opened in the name of the
     Purchaser's Solicitors and the Warrantors' Solicitors
     with  Bank of Ireland, College Green Branch forthwith
     upon Completion and Bank of Ireland will be instructed to
     invest the said deposit [          ].  Bank of Ireland
     shall also be instructed at the end of each 90 day period
     during which the Escrow Account is opened to remit to the
     Warrantors' Solicitors a draft for the amount of interest
     accrued on the Escrow Account during that period which
     funds shall then be distributed amongst the Warrantors
     and the XXX/Forbairt by the Warrantors' Solicitors in
     proportion to the respective amounts of the Retention
     initially deposited by them and the payment of such draft
     by  Bank of Ireland shall be sufficient to discharge any
     obligations of the Purchaser.

(c)  If any claim shall arise under this Agreement, the
     Warranties and/or the Tax Deed against which the
     Retention may be applied, the Purchaser shall deliver to
     the Warrantors, prior to the first anniversary of
     Completion, notice of reasonable particulars of such
     claim together with a bona fide statement of the
     Purchaser's best estimate of the amount claimed (and
     thereafter the Purchaser shall deliver to the Warrantors
     such other significant details of the claim as and when
     they become available) and thereupon:-


     (i)  if the claim is not disputed by the Warrantors
          within 14 days of the date of such notice, the
          Purchaser shall give notice to the Purchaser's
          Solicitors and the Warrantors' Solicitors of the
          amount claimed; or
     
     (ii) if the claim is disputed by the Warrantors within
          the 14 day period, the Purchaser and the Warrantors
          shall make reasonable efforts  to resolve the
          dispute and agree the amount of the claim, if any,
          and if the dispute is resolved within 45 days the
          Purchaser and the Warrantors shall give notice to
          the Purchaser's Solicitors and the Warrantors'
          Solicitors of the amount of the claim (if any) as
          agreed; or
     
     (iii)if the claim is disputed by the Warrantors and the
          Purchaser and the Warrantors cannot resolve the
          dispute and agree the amount of the claim in
          accordance with (ii) above then the matter shall be
          referred to arbitration to an arbitrator appointed
          by agreement between the Purchaser and the
          Warrantors and in default of agreement, on the
          request of either of the Purchaser or one of the
          Warrantors, by the President for the time being of
          the Law Society of Ireland, the decision of such
          arbitrator shall be final and binding.  Each party
          shall bear its own costs in connection with the
          reference to arbitration.  The Purchaser shall bear
          the costs of the arbitrator up to a maximum of
          IR 5,000 and any costs of the arbitrator in excess of
          IR pounds 5,000 shall be borne by the unsuccessful party.
          Forthwith upon determination of the dispute by the
          arbitrator, the Purchaser and the Warrantors shall
          give notice to the Purchaser's Solicitors and the
          Warrantors' Solicitors of the amount of the claim
          (if any) as determined by such arbitrator.
     
     and upon such notice being given to the Purchaser's
     Solicitors and the Warrantors' Solicitors the amount of
     such claim (or if the amount of the claim exceeds the
     amount of the Retention in the Escrow Account, the amount
     of the Retention in the Escrow  Account) shall be
     deducted and paid out of  the Escrow Account to the
     Purchaser.

(d)  The amount of the Retention in the Escrow Account
     remaining after making any deductions under paragraph (c)
     above shall become payable and shall be forthwith paid by
     way of bank draft to the Warrantors' Solicitors to be
     distributed amongst the Warrantors and the XXX/Forbairt
     by the Warrantors' Solicitors (in proportion to the
     respective amounts of the Retention initially deposited
     by them and the payment of such draft by Bank of Ireland
     shall be sufficient to discharge any obligations of the
     Purchaser) on such date as is the first anniversary of
     the execution of this Agreement PROVIDED ALWAYS that if
     prior to the first anniversary the Purchaser has served
     notice or notices of reasonable particulars of a claim or
     claims on the Warrantors in accordance with paragraph (c)
     above, which have not yet been settled or resolved or
     arbitrated upon in accordance with paragraph (c) above,
     then only the amount of the Retention in the Escrow
     Account in excess of the amount estimated in respect of
     those particular claims may be paid to the Warrantors'
     Solicitors for distribution to the Warrantors and the
     XXX/Forbairt and the amount of the Retention in the
     Escrow Account estimated in respect of those particular
     claims shall continue to be held in the Escrow Account by
     the Purchaser's Solicitors and the Warrantors' Solicitors
     in accordance with paragraph (e) below.

(e)  If a claim under this Agreement, the Warranties and/or
     the Tax Deed which has been delivered to the Warrantors
     prior to the first anniversary of Completion, has not
     been settled or resolved in accordance with paragraph (c)
     or if an arbitrator has not been appointed by agreement
     or by the President for the time being of the Law Society
     of Ireland, on the expiry of 90 days after the first
     anniversary of Completion, then the amount of the
     Retention being held in the Escrow Account in respect of
     that claim in accordance with (d) above shall become
     payable and shall be forthwith paid by way of bank draft
     to the Warrantors' Solicitors to be distributed amongst
     the Warrantors and the XXX/Forbairt by the Warrantors'
     solicitors (in proportion to the respective amounts of
     the Retention initially deposited by them and the payment
     of such draft by Bank of Ireland shall be sufficient to
     discharge any obligations of the Purchaser) unless on or
     before that date the Purchaser has served upon the
     Warrantors an opinion of counsel confirming that the
     claim in question would, on the balance of probabilities,
     be likely to succeed and giving a best estimate of the
     amount of the claim and the costs and expenses associated
     therewith whereupon the amount of the Retention
     attributable to such claim shall continue to be held in
     the Escrow Account by the Purchaser's Solicitors and the
     Warrantors' Solicitors until such claim is determined.

(ea) If ultimately the Purchaser does not have to resort to
     some or all of the amount of the Retention being held in
     the Escrow Account after the first anniversary of
     Completion in respect of a particular claim ("the
     Excess") the Purchaser shall deposit in the Escrow
     Account such sum as is equal to the interest which the
     Excess earned between the date the counsel's opinion
     referred to above was served on the Warrantors and the
     date on which the Excess may be paid out to the
     Warrantors' Solicitors for distribution to the Warrantors
     and XXX/Forbairt.

(f)  After the first anniversary of Completion, forthwith upon
     resolution of all claims, pursuant to the terms outlined
     in this Sixth Schedule and after all deductions have been
     made in accordance with paragraph (c) hereof, the amount
     of the Retention remaining in the Escrow Account shall be
     released into the sole name of the Warrantors' Solicitors
     to be distributed by them amongst the Warrantors and the
     XXX/Forbairt in proportion to the respective amounts of
     the Retention initially deposited by them  and such
     release into the sole name of the Warrantors' Solicitors
     shall be sufficient discharge of the Purchaser.

(g)  The Escrow Account is without prejudice to and not in
     limitation of any obligations of the Vendors to the
     Purchaser under this Agreement or the Warranties or the
     Tax Deed.

(h)  The Warrantors and the Purchaser shall, as and when
     necessary, give instructions to the Warrantors'
     Solicitors and the Purchaser's Solicitors respectively to
     procure compliance with the terms of this Sixth Schedule.

(i)  The Purchaser and the Warrantors may upon giving notice
     to the Warrantors as provided in (c) and (d) instructs
     the Purchaser's Solicitors and the Warrantors' Solicitors
     to apply the Escrow Account against any amount due to the
     Purchaser under or by reason of any breach or any
     liability arising under the terms of this Agreement, the
     Warranties and/or the Tax Deed and any amount so applied
     shall pro tanto  satisfy the liability concerned.  The
     Purchaser's Solicitors and the Warrantors' Solicitors
     shall act on such instructions from the Purchaser and the
     Warrantors save

     (i)  where paragraph (c)(i) applies and

     (ii) where notwithstanding that the Purchaser and the
     Warrantors have resolved any dispute about the claim in
     accordance with paragraph (c)(ii) or notwithstanding that
     an arbitrator has determined the amount of any claim in
     accordance with paragraph c(iii) the Warrantors or either
     of them neglect or refuse to give the necessary
     instruction

     in which circumstances the Purchaser's Solicitors and the
     Warrantors' Solicitors shall be entitled to act on the
     instruction of the Purchaser acting alone.

 (j) The Purchaser's Solicitors and the Warrantors' Solicitors
     may act in reliance upon any instrument or signature
     believed by it in good faith to be genuine and to be
     signed or presented by the proper person and will not be
     liable in connection with the performance of its duties
     pursuant to the provisions of this Agreement.  The
     Warrantors and the Purchasers hereby agree to indemnify
     the Purchaser's Solicitors and the Warrantors' Solicitors
     for and to hold  them harmless against any loss,
     liability or expense including reasonable fees and
     expenses incurred (without gross negligence or wilful
     misconduct on the part of the Purchaser's Solicitors and
     the Warrantors' Solicitors) arising out of or in
     connection with the Purchaser's Solicitors and the
     Warrantors' Solicitors performing its functions pursuant
     to this Agreement.

(k)  All bank charges in relation to the operation of the
     Escrow Account shall be discharged by the Purchaser.



SIGNED by                     )
XXXXXXX XXXXXXXX              )    XXXXXXX XXXXXXXX
in the presence of:-          )

Xxxxxx Xxxxxxx

SIGNED by                     )
XXXXXX XXXXXX                 )    XXXXXX XXXXXX
in the presence of:-          )



SIGNED by                     )
on behalf of INDUSTRIAL
DEVELOPMENT AUTHORITY /       )    XXXXXXX XXXXXXXX
FORBAIRT                      )
in the presence of:-          )



SIGNED by                     )    XXXXX XXXXXXX
XXXXXX XXXXXXX                )    For and on behalf of Xxxxxx
in the presence of:-          )    Xxxxxxx as his duly
Xxxxxx Xxxxxxx                )    appointed attorney




SIGNED by                     )    XXXXX XXXXXXX
XXXXXXX XXXXXXX               )    For and on behalf of
in the presence of:-          )    Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxx                )    as his duly appointed
                              )    attorney




SIGNED by                     )    XXXXX XXXXXXX
XXXXXX XXXXXXX                )    For and on behalf of Xxxxxx
in the presence of:-          )    Xxxxxxx as his duly
Xxxxxx Xxxxxxx                )    appointed attorney





SIGNED by                     )    XXXXX XXXXXXX
XXXXX XXXXXX                  )    For and on behalf of Xxxxx
in the presence of:-          )    Norton as his duly
Xxxxxx Xxxxxxx                )    appointed attorney




SIGNED by                               )
on behalf of KCI INTERNATIONAL, INC.    )    XXXXX XX XXXXXXX
in the presence of:- Xxxxxx X. Xxxx     )