



                                                              EXHIBIT 10 ( m )

<PAGE> 93

                              STOCK PURCHASE AGREEMENT


     THIS AGREEMENT,  entered into as of January 30, 1997, by and among:

                         The Governor and Company of
                         The Bank of Scotland
                                                  (the "Bank")

                         Those persons named in
                         Schedule A annexed hereto
                                                  (collectively, jointly and
                                                   severally "Buyers")
                                 and

                         Corniche Group Incorporated
                           a Delaware corporation
                                                  (the "Company")

Whereas:

     A.     Pursuant to an agreement dated February 21, 1996, Susan A. Crisp 
has pledged 219,450 shares, $.01 par value per share, of the issued and 
outstanding common stock of the Company (the "Shares") to the Bank in order to 
secure certain obligations to the Bank.

     B.     Pursuant to an agreement dated February 19, 1996, Brian J. Baylis 
has pledged 877,800 Shares to the Bank in order to secure certain obligations 
to the Bank.

     C.     Buyers desire to purchase 1,042,250 of the pledged Shares (the 
"Sale Shares").

     D.     The Bank is willing to exercise its rights as pledgee of the 
Shares to sell all right, title and interest of Ms. Crisp and Mr. Baylis in 
the Sale Shares to the Buyers.


Now, Therefore, for the mutual consideration set out herein, the parties agree 
as follows:


1.     Purchase And Sale Of Company Shares

     1.1     The Bank shall sell to Buyers and Buyers shall purchase from the 
Bank, in the respective amounts set forth in Schedule A, all of the right, 
title and interest of Ms. Crisp and Mr. Baylis in and to the Sale Shares at a 
closing of such sale (the "Closing") to be held at the place and on the date 
hereinafter provided (the "Closing Date").

     1.2     The purchase price (the "Price") shall be $.12 per Sale Share or 
$125,070 on an aggregated basis.

     1.3     The Price shall be paid at the Closing to the Bank by wire 
transfer of immediately available funds to an account in London or Edinburgh 
designated by the Bank.

     1.4     At the Closing Date, the Bank will deliver the certificates 
purportedly representing the Sale Shares which were delivered to the Bank by 
Crisp and Baylis and purportedly represent the Sale Shares.  Such certificates 
shall be accompanied by stock powers executed by Baylis and Crisp indicating 
appropriate signature guarantees.  Since the number of Shares purportedly 
represented by such certificates exceeds the number of Sale Shares, the Bank 
and the Buyers shall make reasonable arrangements to cause certificates

<PAGE> 94

representing the excess number of Shares to be issued in the names of Brian 
J. Baylis (44,000 Shares) and Susan A. Crisp (11,000 Shares) and delivered to 
the Bank.  The Company has advised the Bank and the Buyers that: (a) the Sale 
Shares are not registered under the Securities Act of 1933 as amended (the 
"'33 Act"); (b) the Sale Shares are subject to usual and appropriate stop 
transfer orders on the books and records of the Company's transfer agent 
pertaining to securities not registered under the '33 Act; (c) the 
certificates for the Sale Shares delivered by the Bank bear and all new 
certificates for the Sale Shares to be delivered to Buyers shall bear on their 
face the following restrictive legend:

     "No sale, offer to sell or transfer of the shares represented by this 
certificate shall be made unless a registration statement under the Federal 
Securities Act of 1933, as amended, with respect to such shares is then in 
effect or an exemption from the registration requirements of such Act is then 
in fact applicable to such shares."


2.     Representations And Covenants Of Bank

     The Bank hereby represents and warrants, to the extent of the facts known 
to the Bank, that, effective this date and the Closing Date, the 
representations listed below are true and correct except to the extent 
specifically set forth in a schedule annexed hereto and numbered in accordance 
with the subsection number in which the relevant representation is made.

     2.1     The certificates purportedly representing the Sale Shares are the 
certificates heretofore delivered by Crisp and Baylis to the Bank pursuant to 
the Pledge Agreements between the Bank and each of Crisp and Baylis.

      2.2     The execution of this Agreement will not violate or breach any 
agreement, contract, or commitment to which the Bank is a party, the Bank has 
been duly authorized by all appropriate and necessary action to enter into and 
perform this Agreement, and this Agreement is fully enforceable against the 
Bank under English law.

     2.3     The Bank will have no claim or lien on the Sale Shares upon 
payment of the Price indefeasibly and in full.

     2.4     The representations and warranties of the Bank contained in this 
Section 2 shall survive the Closing Date.

          The Bank makes no other representation or warranty of any nature 
whatsoever.  The Buyers have agreed to purchase the Sale Shares without 
recourse to the Bank and, insofar as the Bank is concerned, the Sale Shares 
will be sold "AS IS AND WHERE IS" and without representation or warranty 
(including any representation or warranty as to condition, value or any other 
matter concerning the Sale Shares or the Company, including the suitability of 
the Sale Shares as an investment).  Without limiting the foregoing, the Bank 
has no basis to believe that the Sale Shares have a value equal to the Price, 
and the Sale Shares' value could be less than the Price and the Sale Shares 
could have no value.


3.     Representations and Covenants of the Company

     The Company hereby represents and warrants, to the extent of the facts 
known to the Company, that, effective this date and the Closing Date, the 
representations listed below are true and correct except to the extent 
specifically set forth in a schedule annexed hereto and numbered in accordance 
with the subsection number in which the relevant representation is made.

     3.1     A copy of the audited financial statements of the Company dated 
March 25, 1995 and the unaudited financial statements of the Company dated 
December 31, 1995 and September 30, 1996 (collectively the "Financial 
Statements") are attached hereto as Schedule 3.1.  Except as noted therein, 
the Financial Statements fairly present the financial position of the Company 
for the periods indicated in conformity

<PAGE> 95

with generally accepted accounting principles consistently applied for such 
periods.  Except as disclosed in Schedule 3.1 there has not been and will not 
be, prior to the Closing Date, any material changes in the financial position 
of the Company as reflected in the Financial Statements.

     3.2     The Company is a corporation duly incorporated, validly existing 
and in good standing under the laws of the State of Delaware, has all 
requisite corporate power and authority to own or lease and operate its 
properties and to carry on its business as presently conducted.  The Company 
is duly qualified as a foreign corporation, and is in good standing, in each 
jurisdiction listed on the Schedule 3.2 attached hereto, and in each other 
jurisdiction where the character of its properties owned or held under lease 
require it to be so qualified.  Attached to Schedule 3.2 is a complete and 
correct copy of the Company's Certificate of Incorporation, as amended to 
date, certified by the Secretary of the State of Delaware, and the Company's 
By-Laws, as currently in effect.  This Agreement has been duly executed and 
delivered on behalf of the Company and constitutes the valid and binding 
obligation of the Company, enforceable against the Company in accordance with 
its terms, subject to general equitable principles and except as the 
enforceability thereof may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or other similar laws of general application 
relating to creditors' rights.

     3.3     The authorized capital stock of the Company consists of 
30,000,000 shares of Common Stock, $.01 par value per share, of which 
2,405,357 shares are issued and outstanding, 1,097,250 of which are owned of 
record and beneficially by Crisp and Baylis and were pledged to the Bank to 
secure certain obligations.  The Company has further authorized capital stock 
consisting of 1,000,000 shares of 7% cumulative convertible preferred stock, 
of which 946,069 shares are issued and outstanding..  All outstanding shares 
have been duly authorized and validly issued, are fully paid and 
non-assessable and were not issued in violation of any preemptive rights.  
There is outstanding no security, option, warrant, right, call, subscription, 
agreement, commitment or understanding of any nature whatsoever, fixed or 
contingent, that directly or indirectly (i) calls for the issuance, sale, 
pledge or other disposition of any shares or of any other capital stock of the 
Company or any securities convertible into, or other rights to acquire, any 
such shares or other capital stock of the Company or (ii) obligates the 
Company to grant, offer or enter into any of the foregoing or (iii) relates to 
the voting or control of such shares, capital stock, securities or rights 
except as disclosed in Schedule 3.3 attached hereto.  No person has any right 
to require the Company to register any of its securities under the '33 Act, 
except as disclosed in Schedule 3.3 attached hereto.

     3.4     Except as set forth in Schedule 3.4 attached hereto, the Company 
is not involved in any pending litigation or governmental investigation or 
proceeding and, to the best knowledge of the Company, no litigation, claims, 
assessments, or governmental investigation or proceeding is threatened against 
the Company, or its assets.

     3.5     The Company has good and marketable title to all of the assets 
and properties which it purports to own and which are reflected on the 
Financial Statements contained in Schedule 3.1 hereof, free and clear of all 
encumbrances, except for (a) liens for current taxes not yet due and payable 
or for taxes the validity of which is being contested in good faith by 
appropriate proceedings, and (b) encumbrances which individually or in the 
aggregate do not materially and adversely affect the business, operations or 
financial condition of the Company.

     3.6     The Company has no debts, obligations or liabilities of whatever 
kind or nature, either direct or indirect, absolute or contingent, matured or 
unmatured, except debts, obligations and liabilities that are fully reflected 
in, or reserved against on, the Financial Statements contained in Schedule 3.1 
hereof.

     3.7     Except as set forth in Schedule 3.7 attached hereto, or except as 
otherwise contemplated by this Agreement, since the date of the Financial 
Statements contained in Schedule 3.1 there has not been (a) any damage, 
destruction or casualty loss to the physical properties of the Company 
(whether covered by insurance or not); (b) any material change in the 
business, operations or financial condition of the Company; (c) any entry into 
any transaction, commitment or agreement including without limitation any 
borrowing or capital expenditure) material to the Company's course of 
business; (d) any redemption or other acquisition by the Company of the 
Company's capital stock or any declaration, setting aside or payment of any 
dividend or other distribution in cash, stock or property with respect to the 
Company's capital stock; (e) any increase

<PAGE> 96

 in the rate or terms of compensation payable or to become payable by the 
Company to its directors, officers or employees or any increase in the rate or 
terms of any bonus, pension, insurance or other employee benefit plan, payment 
or arrangement made to, for or with any such directors, officers or key 
employees; (f) any change in production schedules, acceleration of sales, or 
reduction of aggregate administrative, marketing, advertising and promotional 
expenses or research and development expenditures other than in the ordinary 
course of business; (g) any sale, transfer or other disposition of any asset 
of the Company to any party except for payment of third-party obligations 
incurred in the ordinary course of business in accordance with the Company's 
regular payment practices; (h) any termination or waiver of any rights of 
value to the business of the Company; or (i) any failure by the Company to pay 
its accounts payable or other obligations in the ordinary course of business 
consistent with past practice.

     3.8     Except as otherwise disclosed in the Company's Annual Report on 
Form 10-K for the fiscal year ended March 25, 1995, the Company has complied 
with all state, federal and local laws in connection with its formation, 
issuance of securities, organization, capitalization and operations, and no 
contingent liabilities have been threatened or claims made, and no basis for 
the same exists with respect to said operations, formations or capitalization, 
including claims for violation of any state or federal securities laws, except 
that the Company is delinquent in its filings with the Securities and Exchange 
Commission as set forth in Schedule 3.8 hereof.

     3.9     Except as otherwise disclosed in Schedule 3.9 hereof, the Company 
has filed and as of the Closing Date will have filed, all state, federal, and 
local tax or related returns and reports due or required to be filed and has 
paid and as of the Closing Date will have paid, all taxes or assessments which 
have become due.

     3.10     The Company has no subsidiary corporations other than as 
disclosed in Schedule 3.10 attached hereto.

     3.11     The execution of this Agreement will not violate or breach any 
agreement, contract, or commitment to which the Company is a party and has 
been duly authorized by all appropriate and necessary action.

     3.12     The Company is registered under Section 12(g) of the Securities 
Exchange Act of 1934 (the "Exchange Act") and its common stock is listed for 
quotation by the OTC Bulletin Board.


4.     REPRESENTATIONS AND COVENANTS OF BUYERS

     EACH OF THE BUYERS HEREBY REPRESENTS AND WARRANTS THAT, EFFECTIVE THIS 
DATE AND THE CLOSING DATE, THE REPRESENTATIONS LISTED BELOW ARE TRUE AND 
CORRECT.

     4.1     BUYER HAS MADE ALL REASONABLE INQUIRIES WITH RESPECT TO THE 
COMPANY AND THE SALE SHARES AND IS FULLY AWARE OF THE CONDITION AND PROSPECTS, 
FINANCIAL AND OTHERWISE, OF THE COMPANY, HAVING BEEN SUPPLIED WITH SUCH 
FINANCIAL AND OTHER DATA RELATING TO THE COMPANY AS BUYER CONSIDERED NECESSARY 
AND ADVISABLE TO ENABLE BUYER TO FORM A DECISION CONCERNING THE PURCHASE 
HEREIN PROVIDED.

     4.2     BUYER IS FULLY AWARE THAT THE SALE SHARES, WHEN DELIVERED, WILL 
NOT HAVE BEEN REGISTERED UNDER THE ACT; THAT ACCORDINGLY NO SALE, OFFER TO 
SELL OR TRANSFER OF THE SALE SHARES SHALL BE MADE BY BUYER UNLESS A 
REGISTRATION STATEMENT UNDER THE '33 ACT WITH RESPECT TO THE SALE SHARES IS 
THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE '33 
ACT IS THEN IN FACT APPLICABLE TO THE SALE SHARES OR, IN THE OPINION OF 
COMPANY'S COUNSEL, REGISTRATION IS NOT REQUIRED.

     4.3     BUYER HAS BEEN FULLY ADVISED BY THE BANK THAT THE BANK WILL SELL 
THE SALE SHARES TO BUYER WITHOUT REGISTRATION UNDER THE '33 ACT ON THE BASIS 
OF A STATUTORY EXEMPTION IN SECTION 4 OF THE '33 ACT AND THAT THE BANK'S 
RELIANCE UPON THE STATUTORY EXEMPTION IS BASED IN LARGE PART UPON BUYER'S 
REPRESENTATIONS MADE IN THIS AGREEMENT.

<PAGE> 97

     4.4     BUYER IS ACQUIRING THE SALE SHARES FOR INVESTMENT FOR BUYER'S OWN 
ACCOUNT AND NOT WITH A VIEW TO RESELL OR OTHERWISE DISTRIBUTE THE SALE 
SHARES.  IN MAKING THE FOREGOING REPRESENTATIONS, BUYER UNDERSTANDS THAT, IN 
THE VIEW OF THE SECURITIES AND EXCHANGE COMMISSION, THE STATUTORY EXEMPTION 
UNDER SECTION 4 OF THE '33 ACT WOULD NOT BE AVAILABLE IF, NOTWITHSTANDING 
BUYER'S REPRESENTATIONS, BUYER HAD IN MIND MERELY ACQUIRING THE SALE SHARES 
FOR RESALE UPON THE OCCURRENCE OR NONOCCURRENCE OF SOME PREDETERMINED EVENT.

     4.5     BUYER HAS THE FULL RIGHT, POWER AND AUTHORITY TO PURCHASE THE 
SALE SHARES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND OTHERWISE TO 
CONSUMMATE AND CLOSE THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT IN THE 
MANNER AND UPON THE TERMS HEREIN SPECIFIED.

     4.6     EACH BUYER LISTED ON SCHEDULE A ATTACHED HERETO IS ACTING 
INDEPENDENTLY OF EACH OTHER BUYER  AND NONE OF THEM ARE ACTING JOINTLY OR IN 
CONCERT FOR THE PURPOSE OF ACQUIRING OF THE SALE SHARES.  ALL SUCH BUYERS HAVE 
ACTED IN THE PREMISES THROUGH A BROKER-DEALER, ROBERT M. COHEN & CO., INC. 
("RMCC") ACTING ON THEIR BEHALF.  THE BANK HAS NO LIABILITY TO RMCC FOR 
COMMISSIONS, FINDERS FEES, OR OTHERWISE IN CONNECTION WITH RMCC'S 
PARTICIPATION IN THIS TRANSACTION.  FOLLOWING SUCH PURCHASE OF THE SALE 
SHARES, EACH BUYER WILL CONTINUE TO ACT INDEPENDENTLY, ONE FROM THE OTHER, AND 
WILL NOWISE ACT JOINTLY OR IN CONCERT IN THE VOTING, PLEDGING, SALE OR OTHER 
ACTIVITY OF ANY KIND RELATING TO THE SALE SHARES.

     4.7     BUYER IS A SOPHISTICATED BUYER WITH RESPECT TO THE PURCHASE OF 
THE SALE SHARES AND HAS ADEQUATE INFORMATION CONCERNING THE BUSINESS AND 
FINANCIAL CONDITION OF THE COMPANY TO MAKE AN INFORMED DECISION REGARDING THE 
PURCHASE OF THE SALE SHARES AND HAS INDEPENDENTLY AND WITHOUT RELIANCE UPON 
THE BANK AND BASED ON SUCH INFORMATION BUYER HAS DEEMED APPROPRIATE, MADE HIS 
OWN ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT, EXCEPT THAT BUYER HAS 
RELIED UPON THE REPRESENTATIONS, WARRANTIES, AGREEMENTS AND COVENANTS OF THE 
COMPANY CONTAINED IN THIS AGREEMENT.

     4.8     BUYER ACKNOWLEDGES AND AGREES TO THE BANK'S REPRESENTATIONS AND 
STATEMENTS CONTAINED IN THE PARAGRAPH FOLLOWING SECTION 2.4 OF THIS 
AGREEMENT.  BUYER IS NOT RELYING ON ANY REPRESENTATIONS OF THE BANK, EXCEPT AS 
EXPRESSLY PROVIDED IN SECTION 2.  BUYER UNDERSTANDS THAT IT MAY LOSE ITS 
ENTIRE INVESTMENT AND REPRESENTS THAT IT IS ECONOMICALLY ABLE TO SUSTAIN SUCH 
LOSS.  BUYER REPRESENTS THAT IT HAS HAD ADEQUATE OPPORTUNITY TO CONSULT WITH 
COUNSEL AND OTHER SOPHISTICATED ADVISORS IN CONNECTION WITH THE PURCHASE OF 
THE SALE SHARES.  THE REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED IN 
THIS SECTION 4 SHALL SURVIVE THE CLOSING DATE.


5.     Closing Date

     The Closing Date herein referred to shall be upon such date as the 
parties hereto may mutually agree upon.  At the Closing, Buyers will be 
provided with and  accept delivery of the Sale Shares, and in connection 
therewith, will make payment of all sums due to the Bank.  Certain closing 
documents may be delivered subsequent to the Closing Date upon the mutual 
agreement of the parties hereto.

     In the event the Closing Date has not occurred on or prior to January 31, 
1997, each party to this Agreement will have the right to terminated this 
Agreement at any time thereafter upon written notice to the other parties and 
thereafter no party to this Agreement will have any liability or obligation to 
any other party to this Agreement.


6.     Conditions Precedent To The Obligations Of The Bank

     All obligations of the Bank under this Agreement are subject to the 
fulfillment, prior to or at the closing on the Closing Date, of each of the 
following conditions:

<PAGE> 98

     6.1     The representations and warranties by Buyers and the Company 
contained in this Agreement shall be true in all material respects at and as 
of the time of Closing as though such representations and warranties were made 
at and as of such time.

     6.2     Buyers and the Company shall have performed and complied with all 
covenants, agreements, and conditions required by this Agreement to be 
performed or complied with by Buyers and the Company prior to or at the 
Closing including the payment of the Price by Buyers in accordance with the 
terms hereof, including the allocations set forth on Schedule A hereto.


7.     Conditions Precedent To The Obligations Of Buyer

     All obligations of Buyers under this Agreement are subject to the 
fulfillment, prior to or at the Closing on the Closing Date, of each of the 
following conditions:

     7.1     The representations and warranties by the Bank and the Company 
contained in this Agreement shall be true at and as of the time of Closing as 
though such representations and warranties were made at and as of such time.

     7.2     The Company and the Bank shall have performed and complied with 
all covenants, agreements, and conditions required by this Agreement to be 
performed or complied with by them prior to or at the Closing.


8.     Documents At Closing

     At the Closing, the following transactions shall occur, all of such 
transactions being deemed to occur simultaneously:

     8.1     The Bank will deliver the certificates and stock powers referred 
to in Section 1.4 hereof.

     8.2     The Company will deliver, or cause to be delivered, to Buyers the 
following:

          a.a copy of the most recent shareholder list of the Company in the 
Company's possession certifying the number of shares outstanding.  In the 
event additional shares of the Company have been issued since the date of such 
shareholder list, such issuances will be identified on a schedule attached to 
the shareholder list.

          b.such other instruments, documents and certificates, if any, as are 
required to be delivered pursuant to the provisions of this Agreement or which 
may be reasonably requested in furtherance of the provisions of this 
Agreement;

     8.3     Buyer will deliver or cause to be delivered to the Bank:

          a.the Price.

          b.such other instruments and documents as are required to be 
delivered pursuant to the provisions of this Agreement or which may be 
reasonably requested in furtherance of the provisions of this Agreement.

     8.4     The Company will deliver or cause to be delivered to the Bank and 
the Company's transfer agent, Continental Stock Transfer & Trust Company, an 
opinion of counsel to the effect that the sale of the Sale Shares by the Bank 
to the Buyers will be exempt from the registration requirements of the '33 
Act.

<PAGE> 99

9.     Miscellaneous

     9.1     Further Assurances.  At any time, and from time to time, after 
the effective date, each party will execute such additional instruments and 
take such action as may be reasonably requested by the other party to carry 
out the intent and purposes of this Agreement.

     9.2     Waiver.  Any failure on the part of any party hereto to comply 
with any of its obligations, agreements or conditions hereunder may be waived 
in writing by the party to whom such compliance is owed.

     9.3     Notices.  All notices and other communications hereunder shall be 
in writing and shall be deemed to have been given if delivered in person or 
sent by prepaid first class registered or certified mail, return receipt 
requested, fax or recognized courier to the following addresses:

          To the Bank:
                         The Governor and Company
                         of the Bank of Scotland
                         The Mound
                         Edinburg, Scotland Attention: Legal Services

          With copies to:
                         Sullivan & Worcester LLP
                         767 Third Avenue
                         New York, NY 10017
                         Attention: Paul R. Wiener, Esq.
                         Telephone: 212-486-8200
                         Fax: 212-758-2151

          To the Company:
                         Corniche Group Incorporated
                           a Delaware corporation
                         Wayne Interchange Plaza I
                         145 Route 46 West
                         Wayne, NJ 07974

          To Buyer:
                         See Schedule A

          With copies to:
                         The Law Offices of John L. Milling
                         115 River Road, Bldg. 12
                         Edgewater, NJ 07020
                         Telephone: 201-313-1600
                         Fax: 201-313-7249

     9.4     Headings.  The section and subsection headings in this Agreement 
are inserted for convenience only and shall not affect in any way the meaning 
or interpretation of this Agreement.

     9.5     Counterparts.  This Agreement may be executed simultaneously in 
two or more counterparts, each of which shall be deemed an original, but all 
of which together shall constitute one and the same instrument.

     9.6     Governing Law     a.  With respect to any suit, action, or 
proceedings relating to this Agreement, each party irrevocably submits to the 
exclusive jurisdiction of the English courts.  This Agreement shall be 
governed by English law.


<PAGE> 100

                    b.  Each party waives any objection which it may have at 
any time to the  laying of venue of any proceedings in any such count, waives 
any claim that such proceedings have been brought in an inconvenient forum and 
further waives the right to object with respect to such proceedings, that such 
court does not have jurisdiction over such party.
  
     9.7     Binding Effect.  This Agreement shall be binding upon the parties 
hereto and inure to the benefit of the parties, their respective heirs, 
administrators, executors, successors and assigns.

     9.8     Entire Agreement.  This Agreement is the entire agreement of the 
parties covering everything agreed upon or understood in the transaction.  
There are no oral promises, conditions, representations, understandings, 
interpretations or terms of any kind as conditions or inducements to the 
execution hereof.

     9.9     Severability.  If any part of this Agreement is deemed to be 
unenforceable the balance of this Agreement shall remain in full force and 
effect.

     In Witness Whereof,  the parties have executed this Agreement as of the 
day and year first above written.

                               THE GOVERNOR AND COMPANY
                               OF THE BANK OF SCOTLAND


                              By /s/  John Kelly


                              CORNICHE GROUP INCORPORATED


                              By /s/  James F. Fyfe
                                JAMES FYFE, Vice President

                              BUYERS

                               /s/  David Abrams
                               /s/  Anthony J. Blazej
                               /s/  Ethel Blazej/AIB                          
                               /s/  Betty Charlson                            
                               /s/  Dr. Lawrence R. Gluck                
                               /s/  Robert Gmuer                             
                               /s/  Lou Hammer                               
                               /s/  Danny Jacobson & Estelle Jacobson, JTWROS
                               /s/  Jeff Klein
                               /s/  Steve Miner                               
                               /s/  Wilfred Saint Jr. 
                               /s/  Mary S. Saint     

                              Sutton West Realty Pension Plan

                              By /s/  Steve Wacher - Trustee          


<PAGE> 101

                                Schedule A - List of Buyers
<TABLE>
<CAPTION>

      Buyer                                 Number of Shares to be Purchased
      <S>                                                  <C>
     Lou Hammer                                          120,000
     2 Cranberry Street
     Parsipanny, NJ 07054

     Steve Miner                                         120,000
     193 Steele Road
     West Hartford, CT 06119

     Jeff Klein                                           50,000
     52 Greenlawn Road
     Clifton, NJ 07013

     Wilfred Saint & Mary Sue Saint                       50,000
     14325 Shoreham Drive
     Silver Spring, MD 20905

     Robert Gmuer                                        100,000
     3137 Holl Avenue
     Bronx, NY 10467

     Betty Chalson                                       100,000
     53 Normandy B
     Delray Beach, FL 33484

     Ethel Blazej                                         50,000
     62 Green Drive
     Toms River, NJ 08755

     Anthony Blazej                                      100,000
     70 Lakeview Avenue
     New Canaan, CT 06840

     Danny & Estelle Jacobsen, JTWROS                    100,000
     17268 Hampton Blvd.
     Boca Raton, FL 33496

     Dave Abrams                                          50,000
     35 E Cheryl Road
     Pine Brook, NJ 07058

     Larry Gluck                                         100,000
     220 Currier Drive
     Orange, CT 06477

     Sutton West Realty Inc. Pension Plan                102,250
     Steve Wacher - Trustee
     100 E. 64th Street, Suite 270
     New York, NY 10021                                _________

         Total Shares to be Purchased                  1,042,250
</TABLE>

<PAGE> 102

                                    SCHEDULE 3.1



     3.1.1     MARCH 25, 1995 AUDITED FINANCIAL STATEMENT (1)

     3.1.2     DECEMBER 31, 1995 UNAUDITED FINANCIAL STATEMENTS (2)

     3.1.3     SEPTEMBER 30, 1996 UNAUDITED FINANCIAL STATEMENTS

________________

   (1)  Incorporated by reference to the Company's Annual Report on Form 10-K 
for the year ended March 25, 1995 filed with the Securities and Exchange 
Commission.

   (2)  Incorporated by reference to the Company's Current Report on Form 10-Q 
for the quarter ended December 31, 1995 filed with the Securities and Exchange 
Commission.


<PAGE> 103

                                                                SCHEDULE 3.1.3


                    SEPTEMBER 30, 1996 UNAUDITED FINANCIAL STATEMENTS




<PAGE> 104

                             CORNICHE CROUP INCORPORATED
                                    Balance Sheet
                                     (Unaudited)


                                       ASSETS
<TABLE>
<CAPTION>
                                                   September 30,     March 31,
                                                      1996             1996    
<S>                                                   <C>              <C>
Current assets:

     Cash                                                 $398             $66
     Notes receivable                                        0         125,000
     Other receivables                                       0          10,000

     Total current assets                                  398         135,066

Other assets:

     Property and equipment, net                           941           1,135

          Total assets                                  $1,339        $136,201


LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

Current liabilities:

     Notes Payable                                      $86,679        $11,679
     Note Payable on debt compromise                     77,630         77,630
     Trade account payable                              260,484        358,760
     Dividends payable - preferred stock                122,565         89,453
     Accrued liabilities                                223,121        258,622

          Total current liabilities                     770,479        796,144

Stockholders' (deficiency) equity:

     7% cumulative convertible preferred
       stock authorized and issued 1,000,000
        shares, and outstanding 946,069 shares          946,069        946,069
     Common stock, $0.10 par value,
       authorized - 30,000,000 shares,
       issued 2,623,457                                 262,345        262,345
     Additional paid-in capital                         793,976        793,976
      (Accumulated deficit) retained earnings       (2,566,820)     (2,457,623)
                                                    (   564,430)    (  455,233)
Treasury stock-at cost, 218,100
 shares.                                            (   204,710)    (  204,710)

     Total stockholders' (deficiency) equity        (   769,140)    (  659,943)

     Total liabilities and stockholders'
       (deficiency) equity                               $1,339       $136,201

</TABLE>
<PAGE> 105

                                  CORNICHE CROUP INCORPORATED
                                    Statement of Operations
                                         (UNAUDITED)


<TABLE>
<CAPTION>

                                 -- 3 Months Ended --     -- 6 Months Ended --
                                  Sept 30,     Sept 30,   Sept 30,     Sept 30,
                                    1996         1995       1996         1995 
<S>                                  <C>          <C>        <C>          <C>
Net sales                          $     0      $     0     $     0     $        0

     Cost of sales                       0            0           0              0
                                         -            -           -              -
Gross profit                             0            0           0              0
                                         -            -           -              -

     General & administrative
       expenses                    (37,610)     (183,503)    (71,860)     (271,201)
                                  -----------   -----------  ---------    ------------
Operating loss                     (37,610)     (183,503)     (71,860)    (271,201)

     Interest (net)              (   2,425)        8,329     (  4,225)       8,329
                                ------------  ----------   ------------   ---------
Net loss before
   Preferred Dividends             (40,035)     (175,174)     (76,085)    (262,872)

     Preferred dividends           (16,556)     ( 20,377)     (33,112)    ( 35,660)
                                 -----------   -----------   ----------   -----------
Net loss                         $ (56,591)     $(195,551)   $(109,197)  $(298,532)

Loss per share of
    common stock                    $(0.02)       $(0.73)       $(0.05)     $(1.39)

Weighted average
   Number of common
   shares outstanding             2,405,357     2,298,136     2,405,357  2,195,336


</TABLE>

<PAGE> 106

                            CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                               Consolidated Statement of Cash Flows

                                           (Unaudited)

<TABLE>
<CAPTION>
                                                  ------ 6 Months Ended ------
                                                  Sept 30,            Sept 30,
                                                    1996                 1995  
<S>                                                 <C>                   <C>

Cash flows from operations:

     Net loss                                    $(109,197)         $(298,532)

Adjusted to reconcile net loss
     to net cash used in operations
     activities:

     Depreciation                                      194                858

Changes in assets and liabilities:

     (Inc)/Dec in notes receivable                 125,000                  0
     (Inc)/Dec in other receivables                 10,000          (  66,465) 
     (Inc)/Dec in prepaid expenses                       0          (  64,124)
     (Inc)/Dec in accounts payable               (  98,276)           271,241
     (Inc)/Dec in accrued liabilities             ( 35,501)          (266,038)
     (Inc)/Dec in notes payable                     75,000          (   4,613)
     Increase in dividends payable                  33,112             35,660
     Advances to subsidiary                              0           (441,800)
                                              -------------     --------------
Net cash used in operations                            322           (833,813)
                                              -------------     --------------

Cash flows from investing activities:

     Payments to acquired fixed assets                   0          (   8,926)
                                                         -       -------------
Net cash used in investing activities                    0          (   8,926)
                                                         -       -------------

Cash flows from financing activities:

     Issuance of common stock for cash                   0            794,336
     Issuance of common stock for
        settlement of liabilities                        0             50,000
                                                         -         -----------
Net cash provided by financing activities                0            844,336
                                                         -         -----------
Net increase in cash                                   322              1,597

Cash at beginning of period                             66                100
                                                       ---              ------
Cash at end of period                                 $398             $1,697
                                                      ====             ======

</TABLE>
<PAGE> 107

                                SCHEDULE 3.2


The Company is qualified to do business and is in good standing in the State 
of New Jersey.  A copy of the Company's Certificate of Incorporation, as 
amended, and a copy of the Company's By-Laws, as amended, are incorporated by 
reference to the Company's Annual Report on Form 10-K for the year ended March 
31, 1996 (Exhibit 3(j)) and by reference to the Company's registration 
statement on Form S-1 (File No. 33-42154) (Exhibit 3.10), respectively, as 
filed with the Securities and Exchange Commission.

<PAGE> 108


                                SCHEDULE 3.3



                      OUTSTANDING STOCK OPTIONS AND WARRANTS



<TABLE>
<CAPTION>

WARRANTS


Issue Date     Exercise Price     # of Shares     Expiration
                     $                               Date
<C>                 <C>               <C>            <C>
February 1991      36.00            48,867           1/98
September 1993     46.40             9,375           4/99
March 1995      3.20 - 8.10          91,933      1/99 - 11/03

</TABLE>

<TABLE>
<CAPTION>

1986 Stock Option Plan

Issue Date     Exercise Price     # of Shares     Expiration
                      $                              Date
<C>                  <C>              <C>             <C>
August 1992        32.50             18,000

</TABLE>

<TABLE>
<CAPTION>

1992 Stock Option Plan


Issue Date      Exercise Price     # of Shares     Expiration
                       $                              Date
<C>                    <C>               <C>          <C>
May 1996               .18              1,500         2001

</TABLE>
<PAGE> 109

                                SCHEDULE 3.4




                Pending Litigation, Governmental Investigations, Etc.


1.  There are no outstanding legal proceedings.  All matters referred to in the
Company's December 30, 1995 Report on Form 10-Q have been settled.

2.  The IRS is currently conducting an audit of the Company's books and records
for the fiscal year ended September 30, 1993, with regard to the Company's 
then wholly-owned subsidiary, Fidelity Medical Inc.

<PAGE> 110

                                   SCHEDULE 3.7




3.7  (i)Since the receivership proceedings in February 1996 involving the 
Company's UK subsidiaries, the Company has not been able to settle its 
liabilities in a timely fashion.  Accordingly, the liabilities included in the 
Company's most recent financial statements are considerably past due.



<PAGE> 111

                                  SCHEDULE 3.8




Delinquent SEC Filings

The Company is delinquent in its filing of the following reports with the SEC:

1.  Annual Report on Form 10-K for the fiscal year ended March 31, 1996.

2.  Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.

3.  Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.

<PAGE> 112

                                 SCHEDULE 3.9




                 Delinquent Federal, State and Local Tax Returns

The Company is delinquent in the filing of Federal and State tax returns for 
the fiscal years ended September 30, 1994 and September 30, 1995.


<PAGE> 113

                                 SCHEDULE 3.10




Subsidiaries

Through February 1996 the following UK corporations were wholly-owned 
subsidiaries of the Company:

     Corniche Distribution Limited ("CDL")

     The Stationery Company Limited (owned by CDL)

     Chessbourne International Limited (owned by CDL)

All of the foregoing corporations are in receivership in the UK and have 
either been liquidated or will be liquidated shortly.  The Company has not 
received and will not receive cash or any other assets or items of value in 
connection with these liquidations.

<PAGE> 114
