1 Interpretation 2 2 Conditions 14 3 Sale and Purchase 15 4 Exclusions from the Sale 16 5 Purchase Price 17 6 Conduct of Business prior to Completion 17 7 Value Added Tax 19 8 Completion 20 9 Valuation of the Stock 23 10 Warranties 24 11 Confidential...

                   DATE     4 December 1997 
                  ----------------------------


           XXXXXXX XXXX & COMPANY (MANCHESTER) LIMITED

              XXXXXXX XXXX RUBBER MACHINERY LIMITED

                  PRC FABRICATIONS LIMITED

                   FARREL BRIDGE LIMITED

                      EIS GROUP PLC

                     FARREL LIMITED



                       AGREEMENT


Relating to the sale and purchase of the Xxxxxxx Xxxx Rubber
Machinery Business




                              CONTENTS


Clause                                                               Page

1                 Interpretation                                       2
2                 Conditions                                          14
3                 Sale and Purchase                                   15
4                 Exclusions from the Sale                            16
5                 Purchase Price                                      17
6                 Conduct of Business prior to Completion             17
7                 Value Added Tax                                     19
8                 Completion                                          20
9                 Valuation of the Stock                              23
10                Warranties                                          24
11                Confidential Information                            29
12                Assets Incapable of Transfer                        30
13                Employees                                           31
14                Indemnities and Apportionments                      34
15                Books of Account                                    37
16                Covenants                                           37
17                Insurances                                          39
18                Pension Provisions                                  40
19                Property Provisions                                 40
20                Guarantees                                          41
21                Post Completion Obligations                         42
22                General Provisions                                  44
23                1998 Profits                                        48
24                Deductions and Withholdings                         48


Schedules

1                 Details of the Business
                  Part 1 - FS Manchester Business
                  Part 2 - FSRM Business
                  Part 3 - PRC Business
2                 The Warranties
3                 Computer System
4                 Contracts
5                 Employees
6                 Fixed Assets
7                 Installation Obligations
8                 Hire Agreements
9                 Properties
10                Pensions
11                Intellectual Property
12                Agenecy Contracts
13                Retained Contracts
14                1998 Profits

15                Insured Contracts
Agreed Form Documents


A                 PRC Property Assignment
B                 FS Manchester Property Lease
C                 Assignment of Goodwill
D1 to D3          Letters of Instruction
E1 to E3          Trade Mark Assignments
F1 to F2          Patent Assignments
G                 Operating Agreement
H                 Trade Mark Licence
I                 Deed of Release
J                 Landlords Fixtures and Fittings
K                 1998 Budget
L                 Letter of Subscription
M                 Know-how tax election

                                  ii

                              AGREEMENT

DATE       4 December 1997

PARTIES

1    XXXXXXX XXXX & COMPANY (MANCHESTER) LIMITED incorporated in England and
     Wales with number 744369 ("FS Manchester");

2    XXXXXXX XXXX RUBBER MACHINERY LIMITED incorporated in England and Wales
     with number 3251163 ("FSRM");

3    PRC FABRICATIONS LIMITED incorporated in England and Wales with number
     953588 ("PRC");

4    FARREL BRIDGE LIMITED incorporated in England and Wales with number
     2245617 (the "Purchaser");

5    EIS GROUP PLC incorporated in England and Wales with number 61407 ("EIS");
     and

6    FARREL LIMITED incorporated in England and Wales with number 1922655
     ("Farrel")


WHEREAS


  A  FS Manchester carries on, inter alia, the FS Manchester Business and has
     agreed to sell the FS Manchester Goodwill and certain assets of the
     FS Manchester Business to the Purchaser on the terms and conditions
     of this Agreement.

  B  FSRM carries on the FSRM Business and has agreed to sell the FSRM Goodwill
     and certain of the assets of the FSRM Business to the Purchaser on
     the terms and conditions of this Agreement.




  C  PRC carries on the PRC Business and has agreed to sell the PRC
     Goodwill and certain of the assets of PRC Business to the Purchaser
     on the terms and conditions of this Agreement.

  D  Each of FS Manchester, FSRM and PRC (together the "Vendor") is a
     subsidiary of EIS.

  E  In consideration of the Purchaser agreeing to purchase the Goodwill
     and certain assets of the Business EIS has agreed to be a party to
     this Agreernent.

  F  In consideration of the Vendor agreeing to sell the Goodwill and
     certain assets of the Business to the Purchaser Xxxxxx has agreed to
     be a party to this Agreement.

 AGREEMENT

 1         INTERPRETATION


 1.1       In this Agreement and the Recitals and the Schedules hereto (unless
           the context requires otherwise) the following words and expressions
           shall have the following meanings:

           ACCOUNTS: means the unaudited management accounts of the FSRM
           Business and the PRC Business comprising a balance sheet as at 30
           September 1997 and a profit and loss account for the nine month
           period which ended on 30 September 1997, a copy of which is annexed
           to the Disclosure Letter;

           THE ACCOUNTS DATE: 30 September 1997;

           THE AGENCY CONTRACTS: the agency agreements entered into by or on
           behalf of the Vendor prior to the date hereof and relating to the
           Business, particulars of which are set out in Schedule 12;

           THE ASSETS: means the assets hereby agreed to be sold listed in
           Clause 3.1;

           BARWELL CONTRACT: the distribution agreement dated 27 November 1997
           for the


                                  2



           supply of rubber extruders by FSRM to Barwell Inc.;

           BOOKS OF ACCOUNT: means all the books of account and accounting
           records of the Vendor in relation to the Business including all
           records that are required to be preserved under paragraph 6 of
           Schedule 11 VATA;

           BOOK DEBTS: all sums invoiced as at the Completion Date by the
           Vendor for goods or services supplied or to be supplied by the
           Vendor in the ordinary course of carrying on the Business;

           BUSINESS: means the FS Manchester Business, the FSRM Business and
           the PRC Business;

           BUSINESS DAY: means a day which is not a Saturday or Sunday on which
           clearing banks are open for business in the City of London;

           BUSINESS INFORMATION: means all information (whether or not
           confidential and in whatever form held) which in any way relates to
           the Business or the Assets including all such information as relates
           to:

           (i) any products manufactured and/or sold or services rendered by
               the Business;

          (ii) any formula, designs, specifications, drawings, data, manuals
               or instructions (including without limitation the records of all
               laboratory trials conducted by the Vendor, whether for itself or
               for a customer) but, for the avoidance of doubt, excluding any
               of such information that principally relates to the Retained
               Businesses;

         (iii) the operations, management or administration of the
               FSRM Business and the PRC Business (including any business plans
               or forecasts, information relating to future business
               development or planning, product costs, job estimates and
               budgets) but, for the avoidance of doubt, excluding any of such
               information that principally relates to the Retained Businesses;


                                  3




          (iv) information relating to litigation or legal advice; and

           (v) the sale or marketing of any of the products manufactured
               (including without limitation product literature and information
               of any kind) and/or sold or services rendered by the Business,
               including, but without limiting the generality of the foregoing
               words, all customer names and lists, prior customer orders or
               order enquiries, sales and marketing information (including but
               not limited to targets, sales and market share statistics,
               market surveys and reports on research);

           THE COMPLETED CONTRACTS: the contracts relating to the Business
           which have been completed or in respect of which a final account or
           invoice has been rendered prior to the Completion Date;

           COMPLETION: means completion of the obligations of the Parties in
           accordance with the provisions of Clause 8;

           COMPLETION DATE: means the date on which Completion is to take place
           pursuant to Clause 8.1;

           COMPUTER SYSTEM: means the computer hardware and software,
           particulars of which are set out in Schedule 3;

           THE COMPUTER SYSTEM REPORT: means the report so entitled and
           attached to the Disclosure Letter;

           CONTRACTS: means all those contracts entered into by or on behalf of
           the Vendor with customers suppliers and others in the ordinary
           course of the Business and remaining unperformed in whole or part at
           the date hereof particulars of which are set out in Schedule 4, the
           Agency Contracts, and the Hire Agreements, (but for the avoidance of
           doubt, excluding the Excluded Contracts and all other contracts to
           which the Vendor is a party) together with all such contracts
           entered into (with the consent of the Purchaser where required
           pursuant to this Agreement) by or on behalf of the Vendor in
           relation to the Business between the date of this Agreement


                                  4




           (including such day) and the Completion Date and remaining
           unperformed (in whole or in part) by the Vendor at the Completion
           Date;

           COVENANTORS: means any member of the EIS Group and any purchaser
           after the date hereof of any of the Retained Businesses;

           DISCLOSURE LETTER: the letter dated the date of this Agreement from
           the Vendor to the Purchaser making certain disclosures against the
           Warranties;

           EIS GROUP: means EIS and any company which is from time to time a
           holding company of EIS, a subsidiary of EIS or a subsidiary of a
           holding company of EIS;

           EMPLOYEES: means the employees of the Business whose names are set
           out in Schedule 5;

           ENCUMBRANCES: includes any interest or equity of any person or any
           mortgage, charge, pledge, lien, right of set-off, assignment,
           hypothecation, security interest, title retention, letter of
           inhibition, standard security and floating charge or any other
           security;

           ENVIRONMENT: means all, or any, of the following media namely the
           air, water and land and the medium of air includes without
           limitation the air within buildings and the air within other natural
           or man-made structures above or below ground;

           ENVIRONMENTAL CLAIM: means all claims, demands, actions, proceedings
           or other enforcement action made or brought against the Purchaser by
           any competent authority and/or any third party pursuant to any
           Environmental Law that arise directly or indirectly from the
           carrying on of the Business or which are otherwise attributable to
           the period prior to the Completion Date other than any claim which
           is solely attributable to any act of the Purchaser following
           Completion;

           ENVIRONMENTAL CONSENTS: means any licence or consent or
           authorisation required by Environmental Law in relation to either
           the carrying on of the Business or any relevant circumstance at any
           of the Properties;


                                  5




           ENVIRONMENTAL LAW: means all applicable European Community
           regulations and directives, all statutes and sub-ordinate
           legislation, all regulations and orders, all common law which:-

           (i) have as a purpose or effect the prevention of harm to human
               health or to the Environment or to living organisms supported
               by the Environment and relate to the presence, manufacturing,
               processing, treatment, keeping, handling, use, possession,
               supply receiving, sale, purchase, import, export or
               transportation of Hazardous Materials or Waste;

          (ii) relate to the release, spillage, deposit, escape, discharge,
               leak or emission of Hazardous Materials or Waste; or

         (iii) relate to noise, vibration, radiation or common law or
               statutory nuisance or any other interference with the enjoyment
               or use of land;

           EXCLUDED ASSETS:  means the assets referred to in Clause 4 as being
           excluded from the sale pursuant to this Agreement;

           EXCLUDED CONTRACTS: the Iranian Supply Contract, the Xxxxxxx
           Contract, the Completed Contracts and the Retained Contracts;

           EXPERT: means Xxxxxx Xxxxxxxx of Bank House, Charlotte Street,
           Manchester Ml 41:1);

           FIXED ASSETS: means all plant, equipment and machinery, fixtures and
           fittings (other than the landlords' fixtures and fittings listed in
           the schedule being in the Agreed Form marked "J" and the Excluded
           Assets), wherever situated which are owned by the Vendor as at the
           date hereof in connection with the Business including, without
           limitation, those items particulars of which are listed in Schedule
           6 together with all plant, equipment and machinery, fixtures and
           fittings (other than landlord's fixtures and fittings) purchased
           (with the consent of the Purchaser where required pursuant to this
           Agreement) by the Vendor in connection with the Business between
           the date hereof (including such day) and the Completion


                                  6




           Date and owned by the Vendor as at the Completion Date;

           FS MANCHESTER BUSINESS:  means the business carried on by FS
           Manchester prior to the date hereof with respect to the manufacture,
           installation and commissioning of machinery for producing rubber
           products, spare parts, repairs and refurbishment in respect of such
           machinery as detailed in Part 1 of Schedule 1;

           FS MANCHESTER GOODWILL: means the goodwill and the Know-how of the
           Vendor in relation to the FS Manchester Business together with the
           exclusive right for the Purchaser (and its successors and assigns)
           to carry on and represent itself as carrying on the FS Manchester
           Business in succession to the Vendor;

           FS MANCHESTER PROPERTY LEASE: means a lease of the FS Manchester
           Property between Xxxxxxx Xxxx & Company (Manchester) Limited (1) and
           the Purchaser (2) in the Agreed Form marked "B";

           FS MANCHESTER STOCK: means the stock-in-trade of the FS Manchester
           Business as at the Completion Date including (without limitation),
           work-in-progress, stocks of raw materials, components, goods
           purchased for resale, partly finished and finished stocks, packaging
           and promotional material and parts whether on order, in transit or
           in stock wherever held (including any items which, although subject
           to reservation of title by suppliers, are under FS Manchester's
           control);

           FS MANCHESTER PROPERTY: means the land and buildings at Xxxxxxx
           Street, Ashton New Road, Manchester M11 4BB more fully described in
           the FS Manchester Property Lease;

           FSRM BUSINESS: means the business carried on by FSRM prior to the
           date hereof with respect to the manufacture, installation and
           commissioning of machinery for producing rubber products and spare
           parts, repairs and refurbishment in respect of such machinery as
           detailed in Part 2 of Schedule 1;

           FSRM GOODWILL: means the goodwill and the Know-How of the Vendor in
           relation to the FSRM Business together with the exclusive right for
           the Purchaser (and its successors and assigns) to carry on and
           represent itself as carrying on the


                                  7




           FSRM Business in succession to the Vendor;

           FSRM STOCK: means the stock-in-trade of the FSRM Business as at the
           Completion Date including (without limitation), work-in-progress,
           stocks of raw materials, components, goods purchased for resale,
           partly finished and finished stocks, packaging and promotional
           material and parts whether on order, in transit or in stock wherever
           held (including any items which, although subject to reservation of
           title by suppliers, are under FSRM's control);

           GOODWILL: means the FS Manchester Goodwill, the FSRM Goodwill and
           the PRC Goodwill together with the exclusive right for the Purchaser
           to use the brand names "Shaw Rubber Machinery", "Shaw Intermix" and
           "Intermix";

           HAZARDOUS MATERIAL: means any Substance or organism whose presence
           use or disposal is prohibited or controlled by law which alone or in
           combination with others is capable of causing either harm or damage
           to property or to man or any other organism supported by the
           Environment;

           HIRE AGREEMENTS: means all those contracts, engagements or orders
           entered into prior to the date hereof by or on behalf of the Vendor
           in relation to the leasing, lease purchase or hire of goods or
           equipment for use in the ordinary course of the Business which on
           the date hereof remain to be performed in whole or in part
           including, without limiting the generality of the foregoing words,
           all those contracts particulars of which are set out in Schedule 8
           together with all such contracts entered into (with the consent of
           the Purchaser where required pursuant to this Agreement) by or on
           behalf of the Vendor in relation to the Business between the date
           hereof (including such day) and the Completion Date and remaining
           unperformed (in whole or in part) by the Vendor at the Completion
           Date;

           INSTALLATION OBLIGATIONS: means those obligations to install and
           commission machinery and equipment of FSRM as detailed in Schedule
           7;

           INSURED CONTRACTS: means all those contracts particulars of which
           are set out in Schedule 15;


                                  8




           INTELLECTUAL PROPERTY: means all patents, technical information,
           know-how and other confidential information, (including, but not
           limited to, research and development), trade marks and service marks
           (whether registered or unregistered), trade or brand names,
           copyright, design copyright, registered designs and any equivalent
           thereof under the laws of any country and any pending applications
           for registration of any of the foregoing and owned by the Vendor
           and/or EIS and used predominantly in connection with the Business
           including, but not limited to, the intellectual property,
           particulars of which are set out in Schedule 11;

           IRANIAN SUPPLY CONTRACT:  means all contracts for the supply of
           rubber processing machinery to Iran Kafpoush;

           KNOW-HOW: industrial information and techniques assisting in the
           manufacture or processing of goods and materials;

           LEASE: has the meaning ascribed to it in Schedule 9;

           LONDON STOCK EXCHANGE: means London Stock Exchange Limited;

           MATERIAL CONTRACTS: means the contracts relating to the Business
           listed and marked with an asterisk in Schedule 4;

           THE PARTIES: the parties to this Agreement;

           PATENT ASSIGNMENTS: means the assignment of the patents referred to
           therein in the Agreed Form marked "Fl" to "F2";

           POLICY: the export credit insurance policy No.185881101 in force
           with Trade Indemnity plc in favour of the Vendor;

           PRC BUSINESS: means the business carried on by PRC prior to the date
           hereof with respect to the manufacture of metal fabrications as
           detailed in Part 3 of Schedule 1;


                                  9




           PRC GOODWILL: means the goodwill and the Know-How of the Vendor in
           relation to the PRC Business together with the exclusive right for
           the Purchaser (and its successors and assigns) to use the name "PRC
           Fabrications" and to carry on and represent itself as carrying on
           the PRC Business in succession to the Vendor;

           PROPERTY: has the meaning ascribed to it in Schedule 9;

           PRC PROPERTY: means the leasehold property at Xxxxxxx Industrial
           Estate, Xxxxxxx Street, Manchester M12 5BT more fully described in
           the Lease;

           PRC PROPERTY ASSIGNMENT: the assignment of the Lease of the PRC
           Property in the Agreed Form marked "A";

           PRC STOCK: means the stock-in-trade of the PRC Business as at the
           Completion Date including (without limitation), work-in-progress,
           stocks of raw materials, components, goods purchased for resale,
           partly finished and finished stocks, packaging and promotional
           material and parts whether on order, in transit or in stock wherever
           held (including any items which, although subject to reservation of
           title by suppliers, are under the PRC's control);

           PURCHASER'S GROUP: means the Purchaser and any company which is from
           time to time a holding company of the Purchaser, a subsidiary of the
           Purchaser or a subsidiary of a holding company of the Purchaser;

           PURCHASE PRICE: means the purchase price for the Business and the
           Assets specified in Clause 5;

           PURCHASER'S SOLICITORS: means Xxxxxxxxxxx of 00 Xxxxxxx Xxxxxx,
           Xxxxxx XX0X 0XX;

           RECORDS: means all lists of customers, credit reports, price lists,
           product cost schedules (including all available records of stock,
           work in progress and raw materials) work
           tickets, catalogues, advertising and all the other documents,
           papers and records (however stored), relating to the Business
           excluding, for the avoidance 


                                  10




           of doubt, the Books of Account and the statutory books of the
           Vendor and any records relating to the Retained Businesses;

           REMEDIAL ACTION: means removing, remedying, cleaning up, abating,
           containing or ameliorating the presence or effect of Hazardous
           Materials or Waste in the Environment at the Completion Date arising
           out of the conduct of the Business or in existence at or about the
           Properties;

           RETAINED BUSINESSES: means the businesses carried on as at the date
           of this Agreement by FS Manchester other than the FS Manchester
           Business;

           RETAINED CONTRACTS:  means those contracts that remain outstanding
           at the Completion Date and to be completed directly or indirectly by
           the Retained Businesses, details of which are set out in Schedule
           13;

           RETAINED STOCK: means the stock-in-trade of the Retained Businesses
           as at the date hereof including (without limitation) work-in-
           progress, stocks of raw materials, components, partly finished and
           finished stocks, packaging and promotional material and parts
           whether on order, in transit or in stock wherever held;

           RUSSIAN ENQUIRY: the document numbered A2/4/E3 in the schedule to
           the Disclosure Letter;

           XXXXXXX CONTRACT: the agreement dated 18 September 1996 and made
           between Xxxxxxx Xxxx & Company (Manchester) Limited and Xxxxxxx
           Engine Company;

           STOCK: means the stock-in-trade of the Business being the FS
           Manchester Stock, the FSRM Stock and the PRC Stock,

           SUBSTANCE: includes any natural or artificial matter, whether in
           solid or liquid form or in the form of a gas or vapour and for this
           purpose shall include electricity or heat;


                                  11




           TAXES ACT 1988: means the Income and Corporation Taxes Act 1988;

           TRADE MARK ASSIGNMENTS: means the assignments of the Trade Marks
           referred to therein in the Agreed Form marked "El" to "E2";

           TRADE MARK LICENCE: means the trade mark licence between FS
           Manchester and the Purchaser in the Agreed Form marked "H" granting
           the Purchaser the right to use the trade mark "Xxxxxxx Xxxx" in
           connection with the Business for a period of 3 years from
           Completion;

           TRANSFER REGULATIONS:  means the Transfer of Undertakings
           (Protection of Employment) Regulations 1981;

           THE UK PATENTS: the patents registered in or applied to be
           registered in the UK as referred to in the Patent Assignments;

           VATA: means the Value Added Tax Act 1994;

           VAT: means value added tax;

           VENDOR'S SOLICITORS: means Xxxxxxxx Xxxxxxx of 000 Xxxxxxxxxx
           Xxxxxx, Xxxxxx XXxX 0XX;

           WARRANTIES: means the warranties, representations and undertakings
           specified in Schedule 2;

           WASTE: includes any Substance which constitutes an effluent or any
           other unwanted surplus Substance arising from the application of any
           process and any Substance or article which requires to be disposed
           of as being broken, worn out, contaminated or otherwise spoiled.

 1.1.1     reference to a document as "in the Agreed Form" means that document
           in a form agreed and a copy of which has been initialled for the
           purposes of identification by or on behalf of the Purchaser and the
           Vendor;


                                  12




 1.1.2     references to any statutory provision include any re-enactment
           or statutory modification or extension thereof (whether before or
           after the date hereof) and any statutory provision of which the
           provision referred to is a re-enactment (whether with or without
           modification) and also include any orders, regulations, instruments
           or other subordinate legislation made under any such statutory
           provisions;

 1.1.3     the masculine gender includes the feminine and neuter and the
           singular number includes the plural and vice versa;

 1.1.4     references to clauses, sub-clauses and Schedules are references to
           clauses and sub-clauses of and schedules to this Agreement;

 1.1.5     where any statement is qualified by the expression "so far as the
           Vendor is aware" or any similar expression that statement shall be
           deemed to include an additional statement that it has been made
           after due and careful enquiry of (without limitation) Messrs
           Xxxxxxxx, Xxxxxx, Xxxxxx, Xxxxxxx, Masters, Xxxx-Xxxx, Xxxxxxxxxx
           and Xxxxx.  The Purchaser acknowledges and confirms that the
           individuals named in this Clause 1.1.5 shall have no liability
           whatsoever to the Purchaser in respect of any representations made
           to the Purchaser or disclosures made against the Warranties;

 1.1.6     words and phrases the definitions of which are contained or referred
           to in Part XXVI of the Companies Act 1985 shall be construed as
           having the meaning thereby attributed to them.

 1.2       The Schedules hereto form part of and are incorporated in this
           Agreement.

 1.3       Headings and sub-headings are included for ease of reference only
           and shall not affect the interpretation of this Agreement.

 1.4       Unless expressly provided otherwise, all representations,
           warranties, undertakings, covenants, agreements and obligations
           made, given or entered into in this Agreement by more than one
           person are made, given or entered into jointly and severally.


                                  13




 2         CONDITIONS

 2.1       Completion of this Agreement shall be conditional upon:-

 2.1.1     the Vendor complying with its obligations under the Transfer
           Regulations which shall include informing and consulting with
           appropriate representatives (within the meaning of the Transfer
           Regulations) of the Employees together with evidence to the
           Purchaser's satisfaction that the appropriate representatives of the
           Employees are reasonably satisfied with the consultation process
           conducted by the Vendor.

 2.1.2     the receipt by the Purchaser of the formal licence to assign the PRC
           Property in terms satisfactory to the Purchaser.

 2.1.3     the receipt by the Purchaser of written confirmation from the
           parties thereto in terms satisfactory to the Purchaser of consent to
           the assignment of the Material Contracts.

 2.2       The Vendor shall use all reasonable endeavours to procure that each
           of the conditions set out in Clause 2.1 are satisfied as soon as
           possible but in any event not later than 7 January 1998;

 2.3       In the event of any of the conditions in Clauses 2.1.1 to 2.1.3
           (inclusive) not being satisfied by the Vendor or waived in writing
           by the Purchaser, before 7 January 1998 then the provisions of this
           Agreement (with the exception of this Clause and Clauses 11, 22.1
           and 22.11, which shall continue in full force and effect) shall be
           null and void and of no further effect and the Parties shall be
           released and discharged from their respective obligations under this
           Agreement save that the Vendor shall pay the Purchaser's costs and
           expenses incurred in connection with the negotiation and preparation
           of this Agreement not exceeding 35,000 (excluding
           VAT).


                                  14




 3         SALE AND PURCHASE

 3.1       Subject to the terms of this Agreement the Vendor shall sell with
           full title guarantee, or transfer or procure the sale or transfer
           with full title guarantee, and the Purchaser (relying on the
           Warranties, representations and undertakings in this Agreement)
           shall purchase with effect from the Completion Date free from all
           claims or Encumbrances for the Purchase Price the Business as a
           going concern together with the following assets:-

 3.1.1     the Fixed Assets;

 3.1.2     the Goodwill;

 3.1.3     the benefit (subject to the burden) of the Contracts;

 3.1.4     the Stock;

 3.1.5     the Intellectual Property;

 3.1.6     the Records;

 3.1.7     the Business Information;

 3.1.8     the Computer System;

 3.1.9     the Know-How

 3.1.10    the UK Patents;

 3.1.11    all the rights of the Vendor against manufacturers, suppliers and
           third parties (including without limitation all rights in connection
           with such manufacturers', suppliers' and third parties' warranties
           and representations) with respect to parts, services and any other
           materials and merchandise purchased by the Vendor from such
           manufacturers, suppliers and third parties and sold to the Purchaser
           hereunder;


                                  15




 3.2       The sale and purchase of each of the assets shall be inter-dependent
           and shall be completed simultaneously.

 3.3       All property in, and title to the Assets shall pass to the Purchaser
           on the Completion Date.

 3.4       Subject to the provisions of this Agreement, the Vendor shall with
           effect from the Completion Date wholly discontinue carrying on the
           Business and the Purchaser shall be exclusively entitled to carry on
           and continue the Business and hold itself as doing so in succession
           to the Vendor.

 4         EXCLUSIONS FROM THE SALE

 4.1       There shall be excluded from the sale and purchase hereby effected
           any assets not specifically included pursuant to Clause 3 and, for
           the avoidance of doubt, the following assets, liabilities and
           obligations:-

 4.1.1     the Book Debts;

 4.1.2     all cash of the Business whether in hand or on deposit at any bank;

 4.1.3     all liabilities for VAT, PAYE and National Insurance Contributions
           incurred up to the Completion Date;

 4.1.4     the Retained Businesses;

 4.1.5     the Excluded Contracts;

 4.1.6     all creditors and all other liabilities arising in relation to any
           of the operations of the Business as at the Completion Date; and

 4.1.7     all liabilities in relation to the Employees in respect of the
           period prior to Completion.


                                  16




 5         PURCHASE PRICE

 5.1       The Purchase Price shall be the sum of 6,500,002
           which shall be apportioned as follows and such values shall be
           adopted by the Parties for all purposes (including for the
           purposes of tax and stamp duty):

                                                            
         (a) the Fixed Assets;                                 2,500,000

         (b) the Goodwill (including the Intellectual Property   500,000
             but excluding the Know-How and the UK
             Patents)

         (c) the UK Patents                                      100,000

         (d) the Stock                                         3,000,000

         (e) the Know-How                                        400,001

         (f) all other assets referred to in Clause 3.1                1
                                                              ----------
             TOTAL:                                            6,500,002
                                                              ==========

 5.2       The Purchase Price shall be paid by the Purchaser by telegraphic
           transfer at Completion in accordance with Clause 8.3.1.

 6         CONDUCT OF BUSINESS PRIOR TO COMPLETION

 6.1       The Vendor hereby covenants with the Purchaser that between the
           date of this Agreement and Completion it shall keep the Purchaser
           informed of the conduct of the Business and take account of the
           reasonable directions of the Purchaser in relation to the conduct
           of the Business and, in particular but without limitation to the
           generality of the foregoing, the Vendor:-

 6.1.1     shall carry on the Business in the normal course and in the same
           manner as it is presently carried on as regards the nature, scope
           and manner of conducting it and so as to maintain it as a going
           concern, and the Business will be conducted in an efficient,
           businesslike and prudent manner;


                                  17




 6.1.2     shall not dispose of or remove from the Properties any physical
           assets of the Business save in the ordinary course of normal
           day-to-day business;

 6.1.3     shall use its best endeavours to maintain the Goodwill and the trade
           and trade connections of the Business and will not by any action,
           omission, default or neglect knowingly damage or risk damage to the
           same;

 6.1.4     shall not enter into any contract or commitment of any unusual
           nature or outside the ordinary course of business or any contract
           of any kind having a value in excess of 250,000;

 6.1.5     shall not create any mortgage, charge, lien or encumbrance over all
           or any of the Assets;

 6.1.6     shall not alter any of the terms of any agreement with any supplier,
           customer or employee is made;

 6.1.7     shall not engage any new employees of the Business, shall not
           purchase plant, machinery, equipment or the like, nor incur any
           capital expenditure or commitment;

 6.1.8     shall procure that the insurance policies now in effect are
           maintained in full force and effect and without reduction in value
           or scope of cover with respect to any part of the Business or
           Assets;

 6.1.9     shall keep the Purchaser informed of all discussions and
           negotiations conducted by or on behalf of the Vendor in relation
           to the Russian Enquiry;

 6.1.10    shall procure that any software licences in respect of the Computer
           System which require formal assignment to the Purchaser shall be
           assigned at the Vendor's cost to the Purchaser on Completion and
           failing such assignment the Vendor shall procure at its cost that
           adequate substitute licences are made available to the Purchaser to
           enable the Purchaser to operate the Computer System to the same
           standard as prior to Completion as soon as practicable following
           Completion; and


                                  18




 6.1.11    shall renegotiate the Barwell Contract so that the notice period
           referred to therein relating to the termination of the Barwell
           Contract is reduced to 12 months on either side.

 7         VALUE ADDED TAX

 7.1       The Parties intend that section 49(1) of VATA and paragraph 5 of the
           Value Added Tax (Special Provisions) Order 1995 ("paragraph 5") will
           apply to the sale of the Business and Assets hereunder and
           accordingly:-

 7.1.1     the Purchaser declares its intention to use the Assets in carrying
           on the same business as the Vendor following the Completion Date;

 7.1.2     the Vendor and the Purchaser will each use all reasonable endeavours
           to secure that the sale of the Assets hereunder is treated as
           neither a supply of goods nor a supply of services for the purposes
           of VAT;

 7.1.3     the Vendor and the Purchaser will give notice of the transfer to
           H.M. Customs & Excise;

 7.1.4     if it has not done so prior to the date hereof the Vendor will send
           to H.M. Customs & Excise a letter seeking a direction that the
           Vendor be permitted to keep and preserve the records referred to in
           Section 49(1) of VATA which relate to the Business and Assets during
           the period prior to the Completion Date, and:

           7.1.4.1  if such direction is given the Vendor shall preserve such
                    records in good order in such manner and for such period
                    as shall be required by law and will give the Purchaser
                    reasonable access during the normal business hours to such
                    records; or

           7.1.4.2  if such direction is not given but H.M. Customs rule that
                    the sale of the Property falls within paragraph 5 the
                    Vendor shall deliver all such records to the Purchaser as
                    soon as possible after the Completion Date and the
                    Purchaser will preserve such records in


                                  19




                    good order in such manner and for such period as shall be
                    required by law and will give the Vendor reasonable access
                    during normal business hours to such records; and

 7.1.5     if VAT should be held to be chargeable on the sale hereunder or on
           any part thereof then the Purchaser agrees that the VAT will be in
           addition to the Purchase Price and the Purchaser will (against
           delivery of proper tax invoices) pay the amount of any such VAT.

 8         COMPLETION

 8.1       Completion shall take place at the offices of the Vendor's
           Solicitors on the second Business Day following receipt by the
           Purchaser of written notification from the Vendor that the Vendor
           has satisfied all of the conditions set out in Clause 2.1 (or
           following receipt by the Vendor of written notification from the
           Purchaser that all of or the last of such conditions to be satisfied
           have been waived in writing by the Purchaser).

 8.2       On Completion:

 8.2.1     the Purchaser shall be entitled to possession (wherever the same
           may be situated) of all items comprised in the Fixed Assets and all
           documents of title relating thereto;

 8.2.2     the Vendor shall deliver to the Purchaser:

           8.2.2.1  a duly executed assignment of the Goodwill in the
                    Agreed Form marked "C";

           8.2.2.2  the Trade Mark Assignments duly executed;

           8.2.2.3  the Patent Assignments duly executed;

           8.2.2.4  the Business Information, Records, all original
                    documents relating to the Intellectual Property and
                    all records relating to the


                                  20




                    Employees so far as the Purchaser shall require the same
                    PROVIDED THAT the Purchaser hereby undertakes to preserve
                    the same for a period of three years from Completion and
                    to afford the Vendor during such period reasonable access
                    thereto during normal business hours upon at least 14 days
                    notice in writing having been given to the Purchaser and
                    the opportunity at the Vendor's expense to take copies
                    thereof or extracts therefrom;

           8.2.2.5  a copy of the minutes of a meeting of the directors of the
                    Vendor and EIS authorising the execution by the Vendor and
                    EIS of this Agreement and all documents ancillary hereto;

           8.2.2.6  all other physical assets hereby agreed to be sold with the
                    intent that title therein shall pass by and upon such
                    delivery;

           8.2.2.7  the duly executed PRC Property Assignment and the duly
                    executed FS Manchester Property Lease together with the
                    title deeds and documents relating to the PRC Property;
                    and

           8.2.2.8  a copy, certified by the Vendor's Solicitors as a true and
                    complete copy, of a release of the Assets in the Agreed
                    Form marked "I" from Barclays Bank plc in respect of the
                    fixed and floating charge granted by FS Manchester on 11
                    September 1995 over the whole of its undertaking, property
                    and assets;

           8.2.2.9  the duly executed Operating Agreement being in the Agreed
                    Form marked "G";

           8.2.2.10 the Trade Mark Licence duly executed by EIS;

           8.2.2.11 a certified copy of the special resolution of FSRM changing
                    the name of FSRM to a name which does not include the words
                    "Xxxxxxx Xxxx Rubber" or any name similar thereto and a
                    special resolution of PRC changing the name of PRC to a
                    name which does not include "PRC" or any name similar
                    thereto;


                                  21




           8.2.2.12 all agreements relating to the use of confidential
                    information by the Vendor and relating to the
                    Business; and

           8.2.2.13 the duly executed know-how tax election being in
                    the Agreed Form marked "M".

 8.2.3     the Vendor shall ensure that all stock related to the
                 Retained Businesses is separated from the Assets.

 8.3       On Completion the Purchaser shall following performance
           by the Vendor of its obligations under Clause 8.2:

 8.3.1     pay the sum of 6,500,002 to National
           Westminster Bank plc, Account No. 00000000, Sort Code
           50-00-00 by way of bank telegraphic transfer;

 8.3.2     deliver to the Vendor a counterpart of the following documents
           duly executed by the Purchaser:-

           8.3.2.1  the Trade Mark Assignments;

           8.3.2.2  the Patent Assignments;

           8.3.2.3  the assignment of Goodwill;

           8.3.2.4  the PRC Property Assignment and the FS Manchester
                    Property Lease;

           8.3.2.5  the Trade Mark Licence;

           8.3.2.6  the Operating Agreement; and

 8.3.3     a copy of the minutes of a meeting of the directors of the
           Purchaser and Xxxxxx authorising the execution by the Purchaser
           and Xxxxxx of this Agreement and all documents ancillary hereto.


                                  22




 8.4       This Agreement shall notwithstanding Completion remain in full force
           and effect in regard to any of the provisions remaining to be
           performed or carried into effect and (without prejudice to the
           generality of the foregoing) in regard to all obligations,
           guarantees, representations, undertakings and warranties contained
           herein or in any Schedule.

 9         VALUATION OF THE STOCK

 9.1       The Vendor shall on Completion procure that all of the Stock shall
           be segregated from the Retained Stock and labelled. The Purchaser
           shall carry out a physical stock take of the Stock (excluding the
           Retained Stock) with the Vendor in attendance to commence on
           Completion and the Vendor shall issue to the Purchaser as soon as
           practicable thereafter but in any event not later than 35 Business
           Days following the date of this Agreement a letter confirming the
           value of the Stock ("the Provisional Value") and setting out the
           basis of calculating the same including details of the items of the
           Stock item by item together with copies of all documents in the
           possession of the Vendor supporting the value and basis of
           calculation of the Stock.

 9.2       The Stock shall be valued in accordance with all applicable UK
           Accounting Standards (SSAPs and FRSs).

 9.3       Subject to Clause 9.2, the Stock shall be valued at the lower of
           actual historical cost and net realisable value (taking account of
           levied late delivery charges and penalties) and such figure shall be
           reduced by the amount of any payments received by the Vendor from
           customers in respect of orders currently in work in progress. Full
           provision shall be made against the stock of parts used exclusively
           in the Intermix Mark I and Xxxx XX rubber mixers.

 9.4       If the aggregate value of the Stock is less than
           3,000,000 the Vendor shall pay to the Purchaser the
           amount of the shortfall within 5 Business Days after the agreement
           or determination of the aggregate value of the Stock.


                                  23




 9.5       If the Purchaser informs the Vendor in writing within 3 Business
           Days of receipt of the letter referred to in Clause 9.1 that it
           disagrees with the Provisional Value and such disagreement is not
           resolved by the Vendor and the Purchaser within 10 Business Days the
           dispute shall be immediately referred to the Expert by the Vendor
           and the Purchaser signing and sending to the Expert an Instruction
           Letter in the Agreed Form marked "Dl" and the decision of the Expert
           (reached as experts and not as arbitrators) shall be final and
           binding on the parties hereto. For the avoidance of doubt, the costs
           of the Expert shall be borne equally by the Vendor and the
           Purchaser.

 10        WARRANTIES

 10.1      The Vendor warrants, represents and undertakes to the Purchaser in
           the terms of Schedule 2, and acknowledges that the Purchaser is
           entering into this Agreement in reliance on the Warranties.

 10.2      The Warranties:-

 10.2.1    shall be separate and independent and save as expressly provided
           shall not be limited by reference to or inference from any other
           paragraph or anything in this Agreement;

 10.2.2    are qualified by reference to those matters fully and fairly
           disclosed in the Disclosure Letter and not otherwise. In particular,
           the rights and remedies of the Purchaser in respect of the
           Warranties shall not be affected by any investigation made by or on
           behalf of the Purchaser into the Business or the Assets.

 10.2.3    will be fulfilled down to and will remain true and accurate in all
           respects and not misleading at Completion as if they had been
           entered into afresh at Completion by reference to the facts and
           circumstances then existing.

 10.3      The Vendor undertakes to the Purchaser that if between the date of
           this Agreement and Completion, any event (including for the
           avoidance of doubt any omission) occurs which results, or which may
           result, in any of the Warranties being unfulfilled or incorrect at
           Completion then they will immediately on becoming


                                  24




           aware of such event and in any event before Completion give the
           Purchaser written notice of that event and its consequences.

 10.4      If, before Completion, it is found that any of the Warranties has
           not been fulfilled or is incorrect (and the Purchaser considers, in
           its reasonable opinion, that such breach is material) the Purchaser
           (or its successors in title) shall be entitled by notice in writing
           given to the Vendor before Completion to rescind this Agreement but
           failure to exercise this right shall constitute a waiver of any
           other rights of the Purchaser or its successors in title arising
           out of such breach of any of the Warranties. Rescission of this
           Agreement under this Clause shall extinguish any right to damages to
           which the Purchaser or its successors in title may be entitled in
           respect of the breach of this Agreement save that the Purchaser
           shall be entitled to be paid by the Vendor 35,000
           plus VAT towards its costs and expenses incurred in connection with
           the preparation and negotiation of this Agreement.

 10.5      If, before Completion, it is found that any of the Warranties has
           not been fulfilled or is incorrect (and Purchaser considers, in its
           reasonable opinion, that such breach is not material) the Purchaser
           (or its successor in title) shall not be entitled to rescind this
           Agreement but shall be entitled to exercise any other rights arising
           out of such breach of any of the Warranties.

 10.6.1    The liability of the Vendor in respect of any breach of the
           Warranties shall be limited as follows:-

           10.6.1.1 there shall be disregarded for all purposes (including,
                    for the avoidance of doubt, the application of the
                    threshold in Clause 10.6.1.2) any breach of any of the
                    Warranties in respect of which the amount which the
                    Purchaser would otherwise (but for the provisions of this
                    Clause 10.6.1.1) be entitled to recover would be less than
                    10,000;

           10.6.1.2 subject to the provisions of Clause 10.6.1.1 the
                    Purchaser shall not be entitled to recover any amount in
                    respect of a breach of the Warranties unless the amount
                    recoverable, when aggregated with all other amounts
                    recoverable for breach of the Warranties


                                  25




                    exceeds 50,000, in which event this
                    limitation shall cease to apply and the whole of such
                    amount shall be recoverable and not merely the excess
                    over 50,000; and

           10.6.1.3 the aggregate liability of the Vendor in respect of all and
                    any breach of the Warranties or under Schedule 14 shall be
                    limited to and shall in no event exceed
                    3,250,000.

 10.6.2    For the avoidance of doubt, the limitations referred to in Clause
           10.6.1 shall not apply to any claim by the Purchaser under Clause 9
           or under the indemnities referred to in Clauses 13 and 14.

 10.7      Any amount paid by the Vendor to the Purchaser under this Agreement
           shall be treated as a reduction in the Purchase Price.

 10.8.1    The Vendor shall cease to have any liability for breach of any of
           the Warranties on 30 June 1999.

 10.8.2    If any matter comes to the notice of the Purchaser which may give
           rise to a liability under the Warranties, the Purchaser shall as
           soon as reasonably practicable give written notice of that matter to
           the Vendor, specifying all material details of the breach or other
           event to which such claim shall relate as shall be known to the
           Purchaser and, so far as is practicable, the Purchaser's bona fide
           estimate of the amount thereof.

  10.9     The Purchaser shall not be entitled to recover any sum in respect of
           any claim for breach of any of the Warranties or otherwise obtain
           reimbursement or restitution more than once in respect of the same
           fact or subject matter.

 10.10     In the event of the Vendor having paid to the Purchaser an amount in
           respect of a claim under this Agreement and subsequent to the date
           of making such payment the Purchaser recovers from a third party
           (whether by payment, discount, credit, relief or otherwise
           howsoever) a sum which is referable to that payment then the
           Purchaser shall forthwith repay to the Vendor so much of the amount
           paid by the third party less the costs (including any tax
           chargeable, unless such tax is


                                  26




           otherwise recoverable) of the Purchaser in recovering such sum as
           does not exceed the sum paid by the Vendor to the Purchaser.

 10.11     In the event that the Purchaser shall be in receipt of notice of any
           claim which might constitute or give rise to a claim under this
           Agreement, the Purchaser shall as soon as reasonably practicable
           notify the Vendor giving full details as far as practicable and
           shall (subject to being indemnified and secured by the Vendor to the
           Purchaser's reasonable satisfaction) not settle or compromise any
           such claim or make any admission of liability without first
           consulting the Vendor. Subject to the Business not being materially
           prejudiced the Purchaser shall take account of the views of the
           Vendor (provided that such views are promptly communicated to the
           Purchaser) before taking any steps, proceedings or actions in
           relation to defending any such claim.

 10.12     If a breach of this Agreement shall be in respect of a matter where
           the Purchaser shall be insured against any loss or damage arising
           therefrom, the Purchaser shall after being compensated by the Vendor
           under this Agreement procure that it shall make and diligently
           pursue a claim against its insurers for compensation for such loss
           or damage suffered and any insurance proceeds shall (after payment
           of the Purchaser's expenses including management time incurred in
           pursuing such claim against its insurers) be applied in a repayment
           to the Vendor of the amount paid by the Vendor.

 10.13     Nothing in this Agreement shall be deemed to relieve the Purchaser
           from any common law duty to mitigate any loss or damage incurred by
           it.

 10 14     For the avoidance of doubt, no matter or fact (including,
           without limitation, any matter or fact relating to the method or
           policies of accounting) disclosed or deemed to be disclosed in or by
           virtue of the terms of the Disclosure Letter shall limit or affect
           the liability of the Vendor or EIS under Clauses 9, 13, 14, 20 of or
           Schedule 14 to this Agreement or be taken into account for the
           purposes of such Clauses and Schedule.

 10.15     The Purchaser warrants to the Vendor that:


                                  27




 10.15.1   it has not relied on any representation, warranty, covenant or
           undertaking of the Vendor or any other persons save for any
           representation, warranty, covenant or undertaking expressly set out
           in this Agreement;

 10.15.2   the Purchaser has power to enter into this Agreement and to
           perform the obligations expressed to be assumed by it and has taken
           all necessary corporate action to authorise the execution, delivery
           and performance of this Agreement;

 10.15.3   the execution, delivery and performance of the terms of this
           Agreement by the Purchaser will not violate any provision of:

           10.15.3.1 any law or regulation or any order or decree of any
                     authority, agency or court binding on the Purchaser;

           10.15.3.2 the Memorandum or Articles of Association of the
                     Purchaser;

           10.15.3.3 any loan stock, bond, debenture or other deed, mortgage,
                     contract or other undertaking or instrument to which
                     the Purchaser is a party;

 10.15.4   in acquiring the Business and Assets hereunder the Purchaser is
           acting as principal and not as agent or broker for any other
           person;

 10.15.5   the Purchaser is registered for VAT.

 11        CONFIDENTIAL INFORMATION

 11.1      EIS hereby undertakes to the Purchaser that it shall not and shall
           procure that no other Covenantor shall at any time after Completion
           divulge or communicate to any person or otherwise make use of other
           than on the written instructions of the Purchaser or to the extent
           required by law or by the rules of regulations of the London Stock
           Exchange or any other recognized investrnent exchange (as defined by
           section 207 of the Financial Services Act 1986) any confidential
           information concerning the Assets, the Business, the accounts,
           finance or contractual arrangements or other dealings, transactions
           or affairs of or relating to the


                                  28



           Business which may be within or may come to its knowledge and will
           use its best endeavours to prevent the publication or disclosure of
           any such information by any third party provided that the provisions
           of this Clause 11.1 shall not prevent EIS or any member of the EIS
           Group or a Covenantor disclosing to any person information that
           principally relates to the Retained Businesses notwithstanding that
           such information may refer to or contain information in respect of
           the Business.

 11.2      The Purchaser hereby undertakes to EIS that it shall not and shall
           procure that no member of the Purchaser's Group will at any time
           divulge or communicate to any person or otherwise make use of any
           confidential information relating to the Retained Businesses which
           it may have acquired prior to Completion or which it may acquire
           following Completion as a result of the entering into of this
           Agreement provided that: -

 11.2.1    the Purchaser shall in no event be liable pursuant to Clause 11.2
           in respect of any such divulgence or communication made by
           Employees; and

 11.2.2    the provisions of Clause 11.2 shall not prevent the Purchaser or
           any member of the Purchaser's Group disclosing to any person
           information that principally relates to the Business notwithstanding
           that such information may refer to or contain information in respect
           of the Retained Businesses;

 11.2.3    the provisions of Clause 11.2 shall not apply to information which
           the Purchaser can demonstrate to be information:-

           11.2.3.1 which at the time of disclosure is within the public
                    domain; or

           11.2.3.2 which falls into the public domain through no fault on the
                    part of the Purchaser; or

           11.2.3.3 which is received by the Purchaser from a third party who
                    is lawfully in possession of such information; or

           11.2.3.4 disclosure of which the Purchaser reasonably deems
                    necessary to comply with any legal obligation;


                                  29



 12        ASSETS INCAPABLE OF TRANSFER

 12.1      Subject to Clause 12.2, the Vendor shall assign to the Purchaser and
           the Purchaser shall accept an assignment of and shall take over from
           the Vendor at and with effect from the Completion Date the benefit
           of the Contracts provided that nothing in this Agreement:-

 12.1.1    shall require the Purchaser to perform any obligation falling due
           for performance or which should have been performed before the
           Completion Date;

 12.1.2    shall make the Purchaser liable for any act, neglect, default or
           omission in respect of any of the Contracts prior to the Completion
           Date or for any claim, expense, loss or damage arising from any
           failure to obtain the consent or agreement of any third party to
           this Agreement or for any breach of any of the Contracts caused by
           this Agreement or its completion;

 12.1.3    shall impose any obligation on the Purchaser for or in respect of
           any product delivered by the Vendor or any service performed by the
           Vendor prior to the Completion Date.

 12.2      Insofar as any consent or sanction of any third party is required to
           the transfer of any of any of the Assets and such consent or
           sanction shall not have been received at Completion:

 12.2.1    the Vendor shall use its best endeavours with the Purchaser's
           cooperation to obtain any necessary consent of any person not a
           party hereto to the transfer to the Purchaser of the Business as a
           going concern which is necessary to vest in the Purchaser full
           right and title to and enjoyment of any of the Assets;

 12.2.2    nothing in this Agreement shall be deemed to operate as such a
           transfer or assignment as would give rise to any termination or
           forfeiture of any benefit, right or interest of any person in any of
           the Assets;


                                  30



 12.2.3    until such time as such consent or sanction is received the Vendor
           shall be deemed to be holding the relevant Assets and the benefit
           thereof in trust for the Purchaser and shall account to the
           Purchaser for any sums or other benefits received by the Vendor in
           relation thereto provided that the Purchaser shall have the right to
           perform, in place of the Vendor, any Contract as sub-contractor,
           agent, licensee or sub-licensee (as the case may be) to the extent
           that such performance is permissible and lawful under such contract;

 12.2.4    until such time as such consent or sanction is received the Vendor
           shall (so far as it lawfully may do so) act under the direction of
           the Purchaser in all matters relating to any such Contracts for so
           long as the Vendor is required and authorised so to do by the
           Purchaser.

 13        EMPLOYEES

 13.1      The Vendor and the Purchaser acknowledge that the transfer of the
           business pursuant to this Agreement constitutes a relevant transfer
           of part of the undertaking of the Vendor for the purpose of the
           Transfer Regulations.

 13.2      The Vendor and the Purchaser acknowledge that such of the Employees
           who remain employees of the Vendor at Completion (and who do not
           inform the Vendor or Purchaser in writing that they object to
           transferring their employment) will become employees of the
           Purchaser at Completion and the Vendor will use all reasonable
           efforts to assist in the transfer of the Employees to the employment
           of the Purchaser.

 13.3      The Vendor and the Purchaser shall comply with their respective
           obligations under the Transfer Regulations which, in the case of the
           Vendor, shall include informing and consulting with appropriate
           representatives (within the meaning of the Transfer Regulations) of
           the Employees.  Immediately following Completion, the Purchaser
           shall communicate to each of the Employees a notice informing those
           Employees who have transferred to the Purchaser of the identity of
           their employer.

 13.4      The Vendor shall be liable for and shall fully effectively and
           promptly indemnify and keep indemnified the Purchaser in respect of
           all or any redundancy payments,


                                  31



           compensation (including compensation for unfair dismissal and
           compensation awarded in accordance with regulation 11 of the
           Transfer Regulations), damages (including wrongful dismissal
           damages or payments in lieu of notice), costs, actions, awards
           (including awards made pursuant to section 189 of the Trade Union
           and Labour Relations (Consolidation) Act 1992), penalties, fines,
           demands, claims, or expenses of whatsoever nature ("Liabilities")
           which may be incurred by the Purchaser directly as a result of
           anything done or omitted to have been done before or at Completion
           by or in relation to the Vendor in respect of any employees
           (including the Employees) or ex-employees of the Vendor or any of
           their contracts of employment or any collective agreement relating
           to such employees or ex-employees of the Vendor which become
           Liabilities of the Purchaser by virtue of regulation 5(2) or
           regulation 6 of the Transfer Regulations

 13.5      In the event of the Purchaser becoming aware of any claim which
           would give rise to a liability under Clause 13.4 the Purchaser shall
           give notice therefor to the Vendor and as regards any such claim the
           Purchaser shall at the request of the Vendor take such action as the
           Vendor may reasonably request to avoid, dispute, resist, appeal,
           compromise or defend the claim and any adjudication in respect
           thereof but subject to the Purchaser being indemnified and secured
           to its reasonable satisfaction by the Vendor against any liability
           and all costs damages or expenses incurred by the Purchaser.

 13.6      If any contract of employment other than a contract of employment of
           one of the Employees has effect after Completion as if originally
           made between the Purchaser and any employee as a result of
           regulation 5 of the Transfer Regulations, then:

 13.6.1    in consultation with the Purchaser, the Vendor may within 7 days of
           being so requested by the Purchaser make to each such employee an
           offer in writing to employ that employee under a new contract of
           employment on terms and conditions which will not differ from the
           corresponding provisions (other than location) of the terms and
           conditions enjoyed by such employee immediately prior to Completion
           such new contract of employment to take effect on the termination
           referred to below;


                                 32



 13.6.2    upon the offer referred to in Clause 13.6.1 (or at any time after
           the expiry of the 7 days if the offer is not made as requested) the
           Purchaser may terminate the employment of the person concerned
           forthwith; and

 13.6.3    the Vendor shall indemnify the Purchaser against any Liabilities
           arising out of such termination and against any sums payable to or
           in respect of that employee in respect of his employment following
           Completion.

 13.6.4    In the event that any individual (whether or not an Employee)
           brings a claim against the Vendor or the Purchaser arising out of or
           in connection with the transfer or termination of that individual's
           employment, the Vendor and the Purchaser shall give to each other,
           as soon as reasonably practicable after any request therefor, all
           information documents and assistance which may reasonably be
           relevant to such claim and shall render to each other such
           assistance and co-operation as either might reasonably require in
           contesting, settling or dealing with any such claim. Compliance by
           the Vendor or the Purchaser with the terms of this Clause 13.6 shall
           be at the Vendor's expense.

 14        INDEMNITIES AND APPORTIONMENTS

 14.1      The Vendor shall discharge all its pre-Completion obligations,
           responsibilities and liabilities strictly in accordance with the
           terms thereof and shall indemnify and keep indemnified the Purchaser
           from and against all debts, liabilities, obligations, actions,
           losses, costs, damages, proceedings, claims and demands of whatever
           nature relating to the Business or the Assets as at the Completion
           Date including, without limitation, all and any liability arising
           from any product warranty and product liability and the liabilities
           referred to in Clause 4.

 14.2      The Purchaser shall indemnify and keep indemnified the Vendor
           from and against all debts, liabilities, obligations, actions,
           losses, costs, damages, proceedings, claims and demands of
           whatsoever nature relating to the Business or the Assets which are
           attributable to the period following Completion or relating to the
           non performance or defective or negligent performance of any of the
           Contracts following the Completion Date provided that such indemnity
           shall only apply if and to the extent that the Vendor has fully
           disclosed the terms of all Contracts in


                                 33



           the Disclosure Letter and the Purchaser shall not be liable to
           indemnify the Vendor in respect of any claim relating to any work
           in progress acquired by the Purchaser to the extent that such
           claim relates to the action or omission of the Vendor prior to
           Completion in respect of such work in progress.

 14.3      All rents, rates, gas, water, electricity and telephone charges and
           other outgoings of a periodical nature relating to or payable in
           respect of the Business up to the Completion Date shall be borne by
           the Vendor and as from the Completion Date shall be borne by the
           Purchaser and all rents, royalties and other periodical payments
           receivable in respect of the Business up to that time shall belong
           to and be payable to the Vendor and as from the Completion Date
           shall belong to and be payable to the Purchaser.  Such outgoings and
           payments receivable shall if necessary be apportioned accordingly,
           provided that any such outgoings or payments receivable which are
           referable to the extent of the use of any property or right shall be
           apportioned according to the extent of such use.

 14.4      Where any amounts fall to be apportioned under this Agreement, the
           Vendor shall provide the Purchaser on Completion with full details
           of the apportionments, together with supporting vouchers or similar
           documentation, and in the absence of dispute the appropriate payment
           shall be made by or to the Vendor forthwith. If the amount of any
           apportionment is in dispute, the matter shall be referred to the
           Expert (acting as experts and not arbitrators) for resolution in
           accordance with the instructions set out in the letter being in the
           Agreed Form marked "D3" and any amount determined by the said Expert
           shall be paid within 14 Business Days of the determination, together
           with interest calculated on a daily basis from the Completion Date
           until the date of actual payment, at the rate of 2 per cent per
           annum above the base rate from time to time of Barclays Bank Plc.

 14.5      Without prejudice to the provisions of Clause 14.1, if
           following the Completion Date either the Vendor or the Purchaser (as
           the case may be) is notified of any claim for the repair or
           replacement of, or for reimbursement of the price of, defective
           goods sold by the Vendor before the Completion Date, then the party
           receiving notification shall promptly provide the other party with
           full details of any such claim. Where such claim may be made
           directly against the manufacturer of the goods in question, the
           Purchaser shall pursue (at the cost of the Vendor) such


                                  34



           claim against such manufacturer on behalf of the Vendor. In the
           event that such claim is disputed by such manufacturer, the
           Purchaser shall then consult fully with the Vendor and the
           Purchaser and the Vendor shall endeavour to agree how the claim
           should best be dealt with.  Where such claim appears reasonably to
           be primarily attributable to any action, error or omission by or on
           behalf of the Vendor and whether such claim is notified directly to
           the Purchaser or to the Vendor, the Purchaser shall, after
           reasonable consultation with the Vendor and to enable the Purchaser
           to maintain the Goodwill of the Business satisfy such claim
           including by means of repair, replacement or reimbursement and the
           Vendor shall in any such case reimburse to the Purchaser on demand
           the actual cost or expense incurred by the Purchaser including,
           factory, labour and overhead costs of 20 per hour
           and engineering labour and overhead costs of 14 per
           hour.

 14.6      The Purchaser shall notify the Vendor in writing of all
           Environmental Claims made or asserted against the Purchaser.
           Notification shall be made as soon as practicable after receipt of
           any Environmental Claim and shall be accompanied by such further
           correspondence and documentation relating to the circumstances
           giving rise to the notice or claim as is in the possession of the
           Purchaser and in any event no claim shall be capable of being made
           against the Vendor under this Clause unless written notice thereof
           shall have been given to the Vendor.

 14.6.1    The Vendor shall have the conduct of all Environmental Claims
           notified to it and shall be entitled to conduct, negotiate, settle
           or resolve any Environmental Claim at its sole discretion and the
           Purchaser shall permit the Vendor to conduct any Environmental Claim
           in its name and shall render such assistance in the
           proceedings as the Vendor shall reasonably require.

 14.6.2    Where (in the Purchaser's opinion) the likelihood of an
           Environmental Claim has been intimated or otherwise established
           by the Purchaser but no Environmental Claim has yet been
           made the Purchaser shall notify the Vendor of the intimation or
           the circumstances which make it consider an Environmental Claim
           likely and consult with the Vendor and take into account the
           Vendor's reasonable directions with a view to preventing or
           mitigating the Environmental Claim.


                                  35



 14.6.3    The Vendor shall not be required to pay the Purchaser any amount in
           respect of Environmental Claims to the extent that such claims
           result from the Purchaser soliciting or procuring (unless required
           to do so under any Environmental Law or the terms of any applicable
           Environmental Consent) any investigation by any competent authority
           which may encourage or assist the formulation or the bringing of
           such claims.

 14.7      The Vendor shall:-

 14.7.1    conduct Environmental Claims pursuant to Clause 14.6 at its cost
           and shall be liable for all costs, expenses and liabilities arising
           from any Environmental Claim;

 14.7.2    if previously approved by the Vendor (such approval not to be
           unreasonably withheld or delayed) pay the Purchaser's reasonable
           costs properly incurred pursuant to any Environmental Claim;

 14.7.3    indemnify and keep indemnified the Purchaser against any costs,
           expenses and liabilities incurred by the Purchaser pursuant to an
           Environmental Claim;

 14.7.4    undertake or procure the undertaking of any Remedial Action arising
           from an Environmental Claim at its cost;

 14.8      The Purchaser shall permit the Vendor, its servants, agents and/or
           contractors together with plant and machinery to enter and remain
           upon the Property for purposes pursuant to Clauses 14.6 and 14.7
           provided always that the Vendor shall indemnify and keep indemnified
           the Purchaser from and against all liabilities, obligations,
           actions, losses, costs, damages, proceedings, claims of any nature
           whatsoever arising from the presence of the Vendor, its servants,
           agents and/or contractors together with its plant and machinery on
           the Property.

 14.9      In connection with the commencement and carrying out of any Remedial
           Action, the Vendor shall consult with and obtain the consent of the
           Purchaser (which may not be unreasonably withheld or delayed) and
           shall make good any damage arising from the Remedial Action as soon
           as practicable.


                                  36



 15        BOOKS OF ACCOUNT

           The Books of Account and the statutory books of the Vendor are
           excluded from the sale of assets referred to in this Agreement,
           provided that the Vendor undertakes to preserve the same for a
           period of six years following Completion and should the Purchaser
           reasonably and legitimately require information in relation to VAT
           and other tax matters to afford the Purchaser reasonable access to
           the Books of Account and at the Purchaser's expense to take copies
           thereof.

 16    COVENANTS

 16.1      EIS hereby covenants with the Purchaser that EIS will not and that
           it will procure that no other Covenantor will without the prior
           consent in writing of the Purchaser either on its own account or in
           conjunction with or on behalf of or through any other person or
           persons, directly or indirectly:

 16.1.1    for a period of two years commencing on the Completion Date carry
           on or be engaged, concerned or interested in or assist in carrying
           on any business which is competitive with the Business or any part
           thereof in any territory in which the Business is carried on at the
           Completion Date provided that nothing herein contained shall prevent
           any member of the EIS Group from being the holder of or being
           beneficially interested in any class of securities listed or dealt
           in on the London Stock Exchange or the Alternative Investment Market
           of the London Stock Exchange of not more than five per cent. of any
           single class of the securities in that company;

 16.1.2    for a period of one year commencing on the Completion Date engage,
           employ, solicit or contact with a view to the engagement or
           employment any of the Employees nor shall it knowingly employ or
           aid or assist in or procure the employment by any other person,
           firm or company of any such person (whether or not such person
           would commit a breach of his contract of employment by reason of
           leaving service).

 16.1.3    for a period of two years commencing on the Completion Date
           canvass, solicit, approach or entice away or cause to be canvassed,
           solicited, approached or enticed


                                  37



           away from the Business any person, who has at any time during
           the period of two years preceding the Completion Date, been a
           customer or client of the Business;

 16.1.4    at any time following Completion use for any purpose the names
           "Xxxxxxx Xxxx Rubber Machinery" and "PRC" (whether alone or in
           conjunction with other names) or any name similar to those names or
           likely to be confused with them.

 16.2      EIS hereby acknowledges and agrees that the restrictions contained
           in Clause 16.1 are separate, severable and enforceable and having
           taken independent legal advice acknowledges that the restrictions
           contained herein are in the context of this Agreement fair and
           reasonable and necessary for the proper protection of the legitimate
           interests of the Purchaser. In the event that nevertheless any such
           restrictions shall be held to be illegal or unenforceable or void or
           prohibited by the Treaty establishing the European Economic
           Community but would be adjudged to be valid and effective if some
           part or parts thereof were deleted or the period or the range of
           activities or area of application reduced such restrictions shall
           apply with such modification as may be necessary to make them valid
           and effective.

 16.3      No provisions of this Agreement (or any modification, amendment or
           variation to any of the same) by virtue of which this Agreement is
           subject to registration under the Restrictive Trade Practices Act
           1976 shall take effect until the day after the day on which
           particulars of this Agreement are furnished to the Director General
           of Fair Trading ("the Director") for registration under the said
           Act and a copy of the Office of Fair Trading's acknowledgement of
           receipt of such particulars shall be conclusive evidence that such
           particulars shall have been received by the Director on the day
           indicated by such acknowledgement.

 16.4      For a period of two years commencing on the Completion Date EIS
           shall not and shall procure that no other Covenantor shall
           deliberately do or omit to do anything which shall damage the
           Goodwill of the Business and shall at all times act in such a manner
           as to preserve such Goodwill.

 16.5      None of the restrictions contained in this Clause 16 shall prevent
           any member of the EIS Group from completing the Retained Contracts
           or from continuing to carry


                                  38



           on the Retained Businesses nor shall such restrictions prevent
           Barwell Inc. fromcontinuing to market the FSRM Business range of
           rubber extruders.

 17        INSURANCES

 17.1      All insurance cover in respect of the Business and Assets (save for
           export credit insurance in relation to certain of the Contracts as
           set out in Schedule 4) will cease with effect from Completion and
           the Purchaser shall be solely responsible for insuring the Assets
           and the Business (and any new contracts) with effect from
           Completion.

 17.2      The Vendor undertakes to the Purchaser following the Completion Date
           to maintain the Policy in full force and effect for the insured
           Contracts and to add the name of the Purchaser as joint insured
           against each of the insured Contracts in order that the Purchaser
           shall have the full benefit of the Policy after the Completion Date.

 17.3      The Purchaser shall provide a Letter of Subscription to Trade
           Indemnity plc in the Agreed Form marked "L" on Completion and the
           Purchaser shall as soon as practicable advise the Vendor in writing
           of any circumstance, act or default which may give rise to any
           actual or potential claim under the Policy or which may render the
           Policy void in whole or in part in respect of any of the insured
           Contracts.

 17.4      In the event that the Purchaser notifies the Vendor of any actual or
           potential claim in accordance with Clause 17.3, the Vendor shall:

 17.4.1    with the fill co-operation of and in accordance with the
           reasonable directions of the Purchaser, diligently make and pursue
           such claim with the insurer in accordance with the terms of the
           Policy;

 17.4.2    not make any admission of liability, agreement or compromise
           with any person, body or authority in relation to such claim without
           the prior written consent of the Purchaser (such consent not to be
           unreasonably withheld or delayed); and


                                  39



 17.4.3    forthwith pass to the Purchaser all payments received from the
           insurer in respect of such claim

 18        PENSION PROVISIONS

           The provisions of Schedule 10 shall have effect.

 19        PROPERTY PROVISIONS

           The provisions of Schedule 9 shall have effect.

 20        GUARANTEES

 20.1.1    In consideration of the Purchaser entering into this Agreement EIS
           hereby unconditionally and irrevocably guarantees to the Purchaser
           as principal obligor and as a continuing guarantee the due and
           punctual performance by the Vendor of all its obligations under this
           Agreement and irrevocably and unconditionally undertakes with the
           Purchaser that if the Vendor shall fail in any respect to fulfill
           any of such obligations to indemnify and keep indemnified the
           Purchaser against all losses, damages, costs and expenses of
           whatsoever nature (including reasonable legal and other professional
           fees) which may be suffered or incurred by the Purchaser by reason
           of any default or delay on the part of the Vendor in the performance
           of the said obligations.

 20.1.2    EIS' guarantee hereunder and the Purchaser's rights under it shall
           not be affected or prejudiced by the Purchaser varying, releasing,
           omitting or neglecting to enforce the terms of this Agreement or by
           any other fact or circumstances and whether known to the Purchaser
           or not shall nevertheless be recoverable from EIS as principal
           debtor.

 20.1.3    EIS hereby irrevocably waives any right to require that the
           Purchaser first proceeds against or claims payment from the Vendor
           or any other person before claiming under this Clause.


                                  40



 20.1.4    The obligations of EIS under this Clause shall continue
           notwithstanding Completion and the provisions of this Clause shall
           remain in force until all the obligations of the Vendor hereby
           guaranteed have been discharged in full.

 20.2.1    In consideration of the Vendor entering into this Agreement Farrel
           hereby unconditionally and irrevocably guarantees to the Vendor as
           principal obligor and as a continuing guarantee the due and punctual
           performance by the Purchaser of all its obligations under this
           Agreement and irrevocably and unconditionally undertakes with the
           Vendor that if the Purchaser shall fail in any respect to fulfil any
           of such obligations to indemnify and keep indemnified the Vendor
           against all losses, damages, costs and expenses of whatsoever nature
           (including reasonable legal and other professional fees) which may
           be suffered or incurred by the Vendor by reason of any default or
           delay on the part of the Purchaser in the performance of the said
           obligations.

 20.2.2    Xxxxxx'x guarantee hereunder and the Vendor's rights under it shall
           not be affected or prejudiced by the Vendor varying, releasing,
           omitting or neglecting to enforce the terms of this Agreement or by
           any other fact or circumstances and whether known to the Vendor or
           not shall nevertheless be recoverable from Farrel as principal
           debtor.

 20.2.3    Farrel hereby irrevocably waives any right to require that the
           Vendor first proceeds against or claims payment from the Purchaser
           or any other person before claiming under this Clause.

 20.2.4    The obligations of Xxxxxx under this Clause shall continue
           notwithstanding Completion and the provisions of this Clause shall
           remain in force until all the obligations of the Purchaser hereby
           guaranteed have been discharged in full.

 21        POST COMPLETION OBLIGATIONS

 21.1      Following Completion the Purchaser hereby undertakes to:-


                                  41



 21.1.1    supply (or procure to be supplied) to the Vendor rubber
           extruders for cable producing machinery applications for use by the
           Retained Businesses at such prices and upon such terms as are agreed
           between the Parties;

 21.1.2    provide (or procure to be supplied) engineering personnel for
           installing and commissioning machinery and equipment pursuant to the
           Installation Obligations as detailed in Schedule 7;

 21.1.3    if so requested by the Vendor, complete any outstanding work to be
           carried out in relation to the Retained Contracts, such work to be
           charged at cost on materials together with factory labour and
           overhead costs of 20 per hour and engineering labour
           and overhead costs of14 per hour;

 21.1.4    give to the Vendor all reasonable assistance and to use all
           reasonable endeavours to enable the Vendor to collect the Book Debts
           and other debts in respect of the Business due to the Vendor at the
           Completion Date (which for the avoidance of doubt are excluded from
           the sale and purchase hereby affected pursuant to Clause 4) provided
           always that the Vendor shall not institute or threaten any legal
           proceedings or to take any step not at present part of the normal
           routine of the Vendor to take in the collection of debts for a
           period of 14 Business Days without having first given the Purchaser
           an opportunity to make representations to the Vendor regarding such
           action. The Vendor shall take reasonable account of such
           representations, having regard to the Goodwill, provided that if
           following such representations the Vendor confirms its intention to
           continue with such action the Purchaser shall first be given an
           opportunity to purchase such debts from the Vendor at their full
           value. If the Purchaser fails to notify the Vendor of its intention
           to purchase the debts within 2 Business Days, the Vendor alone shall
           thereafter be responsible for the collection of any of the debts and
           the Purchaser will be under no further obligations or liability in
           respect thereof; and

 21.1.5    give to the Vendor all reasonable assistance and to use all
           reasonable endeavours to enable the Vendor to obtain a release from
           any outstanding bank guarantees (including the return of the
           original copies of any such guarantees) given on behalf of the
           Vendor to third parties including, without limitation, to customers
           and suppliers.


                                  42



 21.2      Following Completion the Vendor undertakes to:-

 21.2.1    procure that Xxxxxxx Xxxxxxxxxx is and continues to be engaged by
           the EIS Group at the expense of the EIS Group and will procure that
           he will support the Purchaser (if required by the Purchaser) for a
           total of 20 Business Days in ensuring the transfer of the Computer
           System to the Purchaser;

 21.2.2    forward to the Purchaser without delay any enquiries (written or
           verbal) relating to the Business received by it at any time in the
           four years after Completion.

 22        GENERAL PROVISIONS

 22.1      COSTS

           Subject to the provisions of Clauses 2.3 and 10.4 each of the
           Parties shall pay its own costs of and incidental to the
           negotiation, preparation and completion of this Agreement.

 22.2      ANNOUNCEMENTS

 22.2.1    Subject to Clause 22.2.2, neither the Vendor nor the Purchaser
           shall publish any announcement or circular or release any other
           public document or make any public statement in connection with the
           subject matter of this Agreement or otherwise disclose the
           provisions of this Agreement to any person without the prior written
           approval of the other.

 22.2.2    The provisions of 22.2.1 shall not apply to any announcement
           relating to or arising out of this Agreement which is required to be
           made by any applicable law or regulation in which event the Parties
           shall consult with one another in relation to any proposed
           announcement to be made in connection with this Agreement.


                                  43



 22.3      VARIATION

           No modification, variation or amendment of this Agreement shall be
           effective unless such modification, variation or amendment is in
           writing and has been signed by or on behalf of all the Parties. For
           the avoidance of doubt, this Agreement supersedes the heads of
           agreement signed on behalf of the Vendor and the Purchaser on 19
           September 1997.

 22.4      USE OF BRAND NAMES

           The Purchaser shall be entitled to use the brand name "Xxxxxxx Xxxx
           Rubber Machinery" in connection with the operation of the Business
           for a period of 16 months following Completion provided that
           (subject to Clause 16.1.4) the Vendor shall be entitled to use the
           brand name "Xxxxxxx Xxxx" in connection with the operation of the
           Retained Businesses.

 22.5      WAIVER

           No waiver by any Party of any breach or defau1t under this Agreement
           or any of the terms hereof shall be effective unless such waiver is
           in writing and has been signed by the Party or Parties against which
           it is asserted. No waiver of any breach or defect shall constitute a
           waiver of any other or subsequent breach or default. Completion
           shall not constitute a waiver of any breach of this Agreement
           whether or not known at the date of Completion.

 22.6      RESCISSION

           Save as expressly provided in this Agreement:

 22.6.1    the Purchaser (for itself and as agent and trustee for and on
           behalf of its directors, officers, employees, agents and advisers)
           irrevocably and unconditionally waives any right it may have to
           claim damages and/or to rescind this Agreement in respect
           of any false or misleading statement (other than a statement made
           fraudulently) made to it or any of its directors, officers,
           employees, agents and advisers and


                                  44



           upon which it relied in entering into this Agreement but which
           is not expressly set out in this Agreement or in the Disclosure
           Letter.

 22.6.2    no breach of this Agreement shall in any event give rise to a right
           on the part of the Purchaser to rescind or terminate this Agreement.

 22.7     ASSIGNMENT

 22.7.1    The Purchaser shall be entitled to assign the benefit of its rights
           under this Agreement to any of its UK subsidiaries or to Farrel.

 22.7.2    Subject to Clause 22.7.1, neither Party shall be entitled to assign
           the benefit of this Agreement or any part of it to any other person.

 22.8      FURTHER ASSURANCE

           At any time after Completion the Vendor shall, (and shall procure
           that any necessary third party shall) at the request and (save as
           otherwise provided herein) cost of the Purchaser, execute such
           documents and do such acts and things as the Purchaser may
           reasonably require to carry out the terms of this Agreement and to
           effectively vest in the Purchaser beneficial ownership of the
           property, assets and goodwill hereby agreed to be sold and to give
           the Purchaser the full benefit of all the provisions of this
           Agreement.


 22.9      INVALIDITY

           If any of the provisions of this Agreement shall be held to be
           invalid, illegal or unenforceable (in whole or in part) such
           provision or part shall to that extent be deemed not to form part of
           this Agreement but the remainder of this Agreement shall continue in
           full force and effect.

 22.10     COUNTERPARTS

           This Agreement may be entered into in any number of counterparts
           and by the Parties to it as separate counterparts, each of which
           when so executed and


                                  45



           delivered shall be an original, but all the counterparts shall
           together constitute one and the same agreement.


 22.11     GOVERNING LAW AND JURISDICTION

           This Agreement shall be governed by English law and the Parties
           hereby submit to the exclusive jurisdiction of the English Courts.

 22.12     NOTICES

           Any notice required or authorised to be given under this Agreement
           and any process to be served in relation to or arising out of this
           Agreement ("Notice") shall be in writing and may be delivered
           personally or sent by pre-paid first class recorded delivery post
           (or air mail if overseas) addressed to the address of the relevant
           party or parties as specified below (or to such other address as
           that Party may from time to time notify to the other Parties hereto
           for this purpose by Notice) or transmitted by facsimile transmission
           in each case to the address marked below:

 22.12.1   In The Case Of The Vendor:

           Address: EIS Group PLC
                    0 Xxxxxx Xxxxxx Xxxxxx XXxX 0XX

           Fax: 0000 000 0000

           Attention: Xx X X Xxxxxxx


 22.12.2   In The Case Of The Purchaser:

           Address: Farrel Limited
                    P O Box 00
                    Xxxxxxxxx
                    Xxxxxxxxx
                    Xxxxxxxx XXx0 0XX

           Fax: 00000000000

           Fax: 000 000 000 0000

           Attention: Xxxx X. Xxxxxxxxxxxx, Chairman


                                  46



           with a copy to the Purchaser's Solicitors (Fax No: 0000 000 0000)
           marked for the attention of Xxxxxx Xxxxxx Ref: 546833).

 22.13     Service Of Notices

           Any Notice delivered personally shall be deemed to have been given
           when delivered to the address specified in Clause 22.12, any Notice
           sent by pre-paid first class recorded delivery post shall be deemed
           to have been given by midday on the second Business Day after the
           same shall have been posted (or fifth Business Day if air mail) and
           in proving the giving of such Notice it shall be sufficient to prove
           that the letter containing such Notice was properly addressed and
           put into the post as a pre-paid first class recorded letter and any
           Notice sent by facsimile transmission (subject to oral confirmation
           of receipt of all transmitted pages) on the day it is transmitted.

           Provided always that if a Notice which is delivered personally is
           given on a day that is not a Business Day the relevant Notice shall
           be deemed to be given on the Business Day next following that day
           and provided further that if a Notice which is delivered personally
           or transmitted by fax is given or transmitted outside the hours of
           9.30am and 5.3Opm on a Business Day the relevant Notice shall be
           deemed to be given at 9.30am on the Business Day next following
           such Business Day.

 23        1998 PROFITS

           The provisions of Schedule 14 shall have effect.

 24        DEDUCTIONS AND WITHHOLDINGS

           All sums payable by the Vendor or EIS to the Purchaser under this
           Agreement shall be paid free and clear of all deductions or
           withholdings whatsoever, save only as may be required by law. If any
           deductions or withholdings are required by law to be made from any
           of the sums payable under this Agreement the Vendor or EIS shall be
           obliged to pay to the Purchaser such sum as will, after the
           deduction or withholding has been made, leave the Purchaser with
           the same amount as it would


                                  47



           have been entitled to receive in the absence of any such
           requirement to make a deduction or withholding. For the avoidance
           of doubt, any payment made by the Vendor or EIS to the Purchaser
           in respect of any indemnity under this Agreement shall be treated
           as a reduction in the Purchase Price.

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



                                 48




SIGNED BY X.X. Xxxxx           )
for and on behalf of XXXXXXX   )
SHAW & COMPANY                 )           /s/ X.X. Xxxxx
(MANCHESTER) LIMITED in the    )
presence of:                   )

Witness:             Signature:   /s/ X. Xxxxxxx
                                ----------------
                     Name:  X.X. Xxxxxxx

                     Address:  000 Xxxxxxxxxx Xxxxxx
                               Xxxxxx, XX0X 0XX

                     Occupation:  Solicitor



SIGNED BY X.X. Xxxxx           )
for and on behalf of XXXXXXX   )
SHAW RUBBER MACHINERY LIMITED  )           /s/ X.X. Xxxxx
in the presence of:            )


Witness:             Signature:   /s/ X. Xxxxxxx
                                ----------------
                     Name:  X.X. Xxxxxxx

                     Address:  000 Xxxxxxxxxx Xxxxxx
                               Xxxxxx, XX0X 0XX

                     Occupation:  Solicitor

                                   102



SIGNED BY X.X. Xxxxx           )
for and on behalf of PRC       )
FABRICATIONS LIMITED           )           /s/ X.X. Xxxxx
in the presence of:            )


Witness:             Signature:   /s/ X. Xxxxxxx
                                ----------------
                     Name:  X.X. Xxxxxxx

                     Address:  000 Xxxxxxxxxx Xxxxxx
                               Xxxxxx, XX0X 0XX

                     Occupation:  Solicitor


SIGNED BY XXXXXXX X. XXXXX     )
for and on behalf of FARREL    )
BRIDGE LIMITED                 )           /s/ Xxxxxxx X. Xxxxx
in the presence of:            )


Witness:             Signature:   /s/ Xxxxx Xxxxxxxx
                                ----------------
                     Name:  Xxxxx Xxxxxxxx

                     Address:  00 Xxxxxxx Xxxxxx
                               Xxxxxx, XX0X 0XX

                     Occupation:  Solicitor


SIGNED BY X.X. Xxxxx           )
for and on behalf of EIS       )
GROUP PLC                      )           /s/ X.X. Xxxxx
in the presence of:            )


Witness:             Signature:   /s/ X. Xxxxxxx
                                ----------------
                     Name:  X.X. Xxxxxxx

                     Address:  000 Xxxxxxxxxx Xxxxxx
                               Xxxxxx, XX0X 0XX

                     Occupation:  Solicitor

                                    103


SIGNED BY XXXXXXX X. XXXXX     )
for and on behalf of           )
FARREL LIMITED                 )           /s/ Xxxxxxx X. Xxxxx
in the presence of:            )


Witness:             Signature:   /s/ Xxxxx Xxxxxxxx
                                ----------------
                     Name:  Xxxxx Xxxxxxxx

                     Address:  00 Xxxxxxx Xxxxxx
                               Xxxxxx, XX0X 0XX

                     Occupation:  Solicitor


                                    104