
<PAGE>

                                                                   EXHIBIT 10.12



                               DATED 25TH MAY 2000






                                (1) AEROGEN, INC.

                                       AND

                  (2) THE PERSONS SET OUT IN SCHEDULE 1 HEREOF







                         AGREEMENT FOR THE ACQUISITION,
                               BY WAY OF EXCHANGE,
               OF THE ENTIRE ISSUED "A" ORDINARY SHARE CAPITAL OF
                                 CERUS LIMITED.








                                   ARTHUR COX,
                                EARLSFORT CENTRE,
                               EARLSFORT TERRACE,
                                    DUBLIN 2

                                  MS 10001.DOC

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>      <C>                                                                                                   <C>
1.       INTERPRETATION...........................................................................................1

2.       SALE AND EXCHANGE........................................................................................6

3.       CONSIDERATION............................................................................................6

4.       OPTION...................................................................................................6

5.       COMPLETION...............................................................................................8

6.       WARRANTIES AND INDEMNITY................................................................................10

7.       CONFIDENTIALITY.........................................................................................12

8.       USE OF INTELLECTUAL PROPERTY RIGHTS.....................................................................12

9.       FURTHER VENDORS' UNDERTAKINGS...........................................................................13

10.      ANNOUNCEMENTS...........................................................................................14

11.      COSTS...................................................................................................14

12.      FURTHER ASSURANCE.......................................................................................14

13.      GENERAL.................................................................................................14

14.      ASSIGNMENT..............................................................................................15

15.      NOTICES.................................................................................................15

16.      GOVERNING LAW AND JURISDICTION..........................................................................15

17.      ENTIRE AGREEMENT........................................................................................16

18.      COUNTERPARTS............................................................................................16

SCHEDULE 1  THE VENDORS..........................................................................................17

SCHEDULE 2 PART 1 INFORMATION CONCERNING CERUS LIMITED...........................................................19

SCHEDULE 3  ITEMS FOR DELIVERY BY THE VENDORS AT COMPLETION......................................................20

SCHEDULE 4  WARRANTIES GIVEN BY THE WARRANTORS...................................................................22

SCHEDULE 5  THE PROPERTY.........................................................................................72

SCHEDULE 6  VENDORS' REPRESENTATIONS AND WARRANTIES TO THE CONSIDERATION SHARES..................................73

SCHEDULE 7  JOINT ESCROW INSTRUCTIONS............................................................................76

</TABLE>


                                       i.
<PAGE>

THIS AGREEMENT is made on 25th day of May 2000 BETWEEN

(1)      AEROGEN, INC having its principal office at 1310 Orleans Drive,
         Sunnyvale, CA 94089

(2)      THE PERSONS SET OUT IN SCHEDULE 1 HEREOF (the "Vendors").

WHEREAS the Vendors have agreed to sell and the Purchaser has agreed to purchase
the entire issued "A" Ordinary Shares of Cerus Limited in exchange for the
Consideration Shares on the terms and subject to the conditions of this
Agreement.

IT IS AGREED as follows:

1.       INTERPRETATION

         1.1      In this Agreement:

                  "Accounting Standards" means accounting principles, standards
                  and practices generally accepted in Ireland at the date of
                  this Agreement consistently applied with prior periods;

                  "Accounts" means the audited profit and loss accounts and
                  balance sheet of the Company as at the Last Accounting Date
                  and the notes, reports and other documents required by law to
                  be annexed thereto;

                  "B Shares" means the 154,000 "B" Ordinary Shares in the
                  capital of the Company;

                  "Breach", in relation to a warranty means any instance of the
                  Warranty being untrue or misleading in any respect;

                  "Business Day" means a day (other than a Saturday or Sunday or
                  a public holiday) on which clearing banks are open for
                  business in Dublin;

                  "Claim" means a Warranty Claim or an Indemnity Claim;

                  "Company" means Cerus Limited, particulars of which are set
                  out in Schedule 2 hereto;

                  "Completion Date" means the date of Completion of this
                  Agreement in accordance with Clause 5.1;

                  "Completion" means completion of the sale and exchange of the
                  Shares in accordance with this Agreement;

                  "Confidential Information" means all information not at
                  present in the public domain used in or otherwise relating to
                  the business, customers or financial or other affairs of the
                  Company including, without limitation, information relating
                  to:


                                       1.
<PAGE>

                  1.1.1    the marketing of any products or services including,
without limitation, customer names and lists and any other details of customers,
sales targets, sales statistics, market share statistics, prices, market
research reports and surveys, and advertising or other promotional materials; or

                  1.1.2    future projects, business development or planning,
commercial relationships and negotiations;

                           but does not include information which;

                  (i)      is or becomes publicly known or available or becomes
lawfully available from a third party who is not bound by any confidentiality
restriction; or

                  (ii)     is lawfully known at the date hereof,

                  "Consideration Shares" means 1,725,000 shares of AeroGen, Inc.
                  Series E Preferred Stock;

                  "Disclosure Letter" means the letter of even date herewith
                  from the Vendors to the Purchaser in the agreed form in
                  relation to the Warranties;

                  "Employee" means any director, former director, employee or
                  former employee of the Company;

                  "Encumbrance" means any mortgage, charge, pledge, lien,
                  option, restriction, right of first refusal, right of
                  pre-emption, third party right or interest, any other
                  encumbrance or security interest of any kind, and any other
                  type of preferential arrangement (including, without
                  limitation, title transfer and retention arrangements) having
                  a similar effect;

                  "Escrow Agent" means the Secretary for the time being of
                  Aerogen, Inc

                  "Euro" means the euro, the currency of Europe;

                  "IDA Option Agreement" means an option agreement dated 1st
                  October, 1999 between the Industrial Development Agency
                  ("IDA") and the Company whereby the IDA granted to the Company
                  an option to acquire certain lands at Dangan Lower by way of a
                  999 year lease;

                  "Indemnity Claim" means a claim under clause 6.11 or under the
                  Tax Deed;

                  "Intellectual Property" means patents, trade marks, service
                  marks, registered designs, applications for any of the
                  foregoing, trade and business names, unregistered trade marks
                  and service marks, know-how, copyrights, rights in designs,
                  inventions, rights under licences and consents in relation to
                  any such rights, and rights of the same or similar effect or
                  nature, in any part of the world;


                                       2.
<PAGE>

                  "Intellectual Property Rights" means all Intellectual Property
                  used, or required to be used, by the Company, in, or in
                  connection with, its business;

                  "Last Accounting Date" means 31st December, 1999;

                  "Net Assets" means fixed assets, plus net working capital (to
                  consist of stocks, debtors, cash, less creditors) less bank
                  and other debt and provisions for Taxation liabilities and
                  charges and specifically excluding goodwill;

                  "Option Shares" means the shares defined as such in Clause 4.1
                  of the Agreement.

                  "Property" means the property short particulars of which are
                  set out in Schedule 5;

                  "Purchaser's Accountants" means PricewaterhouseCoopers of
                  Gardner House, Wilton Terrace, Dublin 2;

                  "Purchaser's Group" means the Purchaser, its holding company
                  and any subsidiary of such holding company;

                  "Purchaser's Solicitors" means Arthur Cox of Earlsfort Centre,
                  Earlsfort Terrace, Dublin 2;

                  "Regulation S Purchaser" means the Vendors or any of them;

                  "Restricted Business" means the business of aerosolization;

                  "Shareholders Agreement" means the Shareholders Agreement
                  dated 23rd August, 1999 between John Power, Bernadette Power,
                  Charles Mulligan, Timothy McSweeney, Eoghan O'Sullivan, Anne
                  O'Sullivan, Billy Brogan, Michael Brogan, Dermot O'Mahony,
                  Eileen O'Mahony, Tom Curran, Marion Curran and the Company;

                  "Shares" means all the issued "A" Ordinary shares in the
                  Company referred to in Column 2 of Schedule I comprising the
                  whole of the issued share capital of the Company carrying
                  rights to vote at general meetings of the Company;

                  "Subscription Agreement" means an agreement to issue and
                  subscribe for shares in the Company in the event of
                  anticipated equity not being forthcoming, dated 27th August,
                  1999 between the Company, Mr. John Power, Mr. Charles
                  Mulligan, Mr. Eoghan O'Sullivan and Mr. Timothy McSweeney.

                  "Tax" or "Taxation" includes (without limitation) corporation
                  tax, advance corporation tax, income tax (including income tax
                  or amounts on account of income tax required to be deducted or
                  withheld from or accounted for in respect of any payment),
                  capital gains tax, development land tax, inheritance tax,
                  value added tax, national insurance contributions, capital
                  duty, stamp duty, stamp duty


                                       3.
<PAGE>

                  reserve tax, duties of customs and excise, petroleum revenue
                  tax, rates, all taxes, duties or charges replaced by or
                  replacing any of them, and all other taxes on gross or net
                  income, profits or gains, distributions, receipts, sales, use,
                  occupation, franchise, value added, and personal property, and
                  all levies, imposts, duties, charges or withholdings of any
                  nature whatsoever chargeable by any tax authority, and any
                  payment whatsoever which the Company may be or become bound to
                  make to any person as a result of the discharge by that person
                  of any tax which the Company has failed to discharge, together
                  with all penalties, charges and interest relating to any of
                  the foregoing or to any late or incorrect return in respect of
                  any of them, and regardless of whether any such taxes, levies,
                  duties, imposts, charges, withholdings, penalties and interest
                  are chargeable directly or primarily against or attributable
                  directly or primarily to the Company, or any other person and
                  of whether any amount in respect of any of them is recoverable
                  from any other person;

                  "Tax Authority" means any taxing or other authority (whether
                  within or outside Ireland) competent to impose any tax
                  liability;

                  "Tax Deed" means the deed of indemnity in the agreed form
                  between the Vendors, the Company and the Purchaser;

                  "Taxes Act" means the Taxes Consolidation Act, 1997;

                  "Territory" means Ireland and Northern Ireland;

                  "Trade Marks" means the trade marks used or required to be
                  used by the Company or any Group Company in or in connection
                  with the business;

                  "United States Dollar" and "US$" means the lawful currency of
                  the United States of America from time to time;

                  "Vendors' Representations and Warranties" means the Vendors'
                  representatives and warranties as set out in Schedule 6;

                  "Vendors' Solicitors" means Kieran Murphy & Co., The Crescent,
                  Galway;

                  "Warranties" means the warranties contained in Schedule 5; and

                  "Warranty Claim" means a claim for a Breach of the Warranties;
                  and

                  "Warrantors" means Mr. John Power and Mr. Charles Mulligan.

         1.2      In this Agreement, a reference to:

                  1.2.1    the words "company", "subsidiary", "subsidiary
undertaking" and "holding company" have the meanings given to them by the
Companies Acts, 1963 to 1999;


                                       4.
<PAGE>

                  1.2.2    a document in the "agreed form" is a reference to a
document in a form approved and for the purposes of identification signed by or
on behalf of the parties;

                  1.2.3    the word "pounds" and the symbol "L" shall be
construed as a reference to the lawful currency of Ireland from time to time.
The parties confirm that the occurrence or non-occurrence of an event associated
with economic and monetary union in the European Community will not:

                           (a)      have the effect of altering any term of, or
discharging or excusing performance under this Agreement or in relation to the
sale and purchase of the Shares or under any other documents, instruments or
agreements to be issued, entered into or executed in connection herewith or
therewith or pursuant hereto or thereto (hereinafter together referred to as the
"Documents"); or

                           (b)      give any party the right unilaterally to
alter or terminate any of the Documents; or

                           (c)      in and of itself, give rise to frustration
of, or any right of recission in relation to, any of the Documents.

                  1.2.4    a statutory provision includes a reference to:

                           (a)      the statutory provision as modified or
re-enacted or both from time to time (whether before or after the date of this
Agreement); and

                           (b)      to any subordinate legislation made under
the statutory provision (whether before or after the date of this Agreement);

but excluding any statutory modification not in force at the date hereof which
operates to increase any liability of the Vendors hereunder;

                  1.2.5    persons includes a reference to any body corporate,
unincorporated association or partnership;

                  1.2.6    a person includes a reference to that person's legal
personal representatives and successors;

                  1.2.7    a Clause or Schedule, unless the context otherwise
requires, is a reference to a clause of or schedule to this Agreement; and

                  1.2.8    the masculine gender shall include the feminine and
neutral and the singular shall include the plural and vice versa.

         1.3      The headings in this Agreement shall not affect the
interpretation of this Agreement.

         1.4      All the obligations and liabilities of the Vendors under this
Agreement shall be several.


                                       5.
<PAGE>

2.       SALE AND EXCHANGE

         2.1      In accordance with and subject to the provisions of this
Agreement, the Vendors as beneficial owners shall sell or procure to be sold the
Shares and the Purchaser shall purchase the Shares free from all Encumbrances
together with all rights of any nature whatsoever now or after the date of this
Agreement attaching or accruing to them in exchange for the issue to the Vendors
of the Consideration Shares.

         2.2      Each Vendor waives all rights of pre-emption and other
restrictions on transfer over the Shares conferred on it or any other persons
under the Articles of Association of the Company or otherwise.

         2.3      Each Vendor represents and warrants to the Purchaser in the
terms of the Vendors' Representations and Warranties set out in Schedule 6.

3.       CONSIDERATION

         In consideration of the sale of the shares to the Purchaser, the
Purchaser shall issue the Consideration Shares to the Vendors in the proportions
set out in Schedule 1 opposite the name of each Vendor.

4.       OPTION

         4.1      DEFINITIONS

                  In this clause 4, the following words shall have the means
given to them below:

                  "Exercise Price" means the sum of one U.S. $.01;

                  "Holder" means Mr. John Power;

                  "Options" means the options granted by the Holder to the
                  Purchaser under this clause 4.

                  "Option Period" means the period commencing on the date hereof
                  and ending on the second anniversary of the date hereof;

                  "Option Shares" means 50% of the Consideration Shares to be
                  issued to the Holder in accordance with the provisions of
                  clause 3 of this Agreement;

                  "Relevant Proportion" means that proportion of the Option
                  Shares which bears the same proportion to the total number of
                  Option Shares as the number of months from the date hereof to
                  the Termination Date bears to the period of 24 months;

                  "Relevant Value" means the market value of the Option Shares
                  at the date of exercise of the Option pursuant to clause 4.3;

                  "Termination Event" means the Holder ceasing to be an employee
                  of the Company except where such cessor arises due to the
                  death, incapacity or illness of


                                       6.
<PAGE>

                  the Holder or as a result of an unfair or wrongful dismissal
                  of the Holder by the Company;

                  "Termination Date" means the date upon which a Termination
                  Event occurs.

         4.2      GRANT OF OPTION

         In consideration of the Purchaser agreeing to enter into this
Agreement, the Holder hereby grants to the Purchaser the right to purchase the
Option Shares upon the terms and subject to the conditions set out in this
clause 4.

         4.3      EXERCISE

         The Options may be exercised only during the Option Period and only in
one or both of the circumstances set out below:

                  (a)      if a Termination Event occurs at any time during the
Option Period, the Option may be exercised in respect of the Relevant Proportion
of the Option Shares; and

                  (b)      if the Purchaser has made a valid Claim against the
Holder before the expiry of the Option Period, the Purchaser shall be entitled
to exercise the Option in respect of such number of Option Shares as when
multiplied by the Relevant Value would equal the value of the Claim as estimated
by the Purchaser provided that if any Option Shares acquired by the Purchaser
pursuant to this clause 4.3(b), when multiplied by the Relevant Value equal an
amount (x) which exceeds the actual liabilities of the Holder pursuant to the
Claim. (as agreed between the parties or as finally determined by a court
without possibility of further appeal) (y), Option Shares having a Relevant
Value equal to the excess of (x) over (y) shall be transferred back to the
Holder for a consideration equal to the Exercise Price within 30 days of the
settlement or final determination of the Claim.

         4.4      NOTICE OF EXERCISE OF OPTIONS

         Options may be exercised by the Purchaser giving notice in writing to
the Holder of its intention to exercise the Options.

         4.5      DIVIDENDS AND OTHER RIGHTS ON OPTION SHARES

         With effect from the time of service of the notice of exercise of any
Options the Purchaser shall be entitled to all dividends and other rights
attaching to the relevant Option Shares, and following the time of service of
such notice of exercise, the Holder shall account to the Purchaser for all
dividends or distributions of the Company declared or paid by reference to a
record date which is prior to the date of service of the notice of exercise of
any Options and shall exercise all voting and other rights at the direction of
the Purchaser.

         4.6      COMPLETION OF SALE

         The sale of the Option Shares pursuant to this clause 4 shall be
completed within fourteen (14) days of the first date of service of the notice
of exercise of the Option pursuant to clause 4.4.


                                       7.
<PAGE>

         4.7      ATTORNEY

         The Holder hereby appoints any Director of the Purchaser for the time
being and from time to time as the lawful attorney of the Holder with authority
to execute on behalf of the Holder all documents and do all such things and acts
in the name of the Holder that may be required to be executed or done in order
to vest in the Purchaser or as it may direct, the full legal and beneficial
title in the Option Shares to be acquired by the Purchaser pursuant to this
clause 4, upon Completion. The Holder agrees to deposit with the Purchaser for
the Option Period the certificate representing the Option Shares.

         4.8      WARRANTIES

         The Holder hereby warrants, covenants and undertakes to the Purchaser
that:

         (a)      the Option Shares to be acquired by the Purchaser pursuant to
this clause 4 shall be transferred free from any lien, mortgage or encumbrance
of any nature whatsoever;

         (b)      the Holder has full power and authority to grant the Options
over the Option Shares upon the terms and conditions of this clause 4; and

         (c)      the Holder will, at Completion, execute joint escrow
instructions in the form set out in Schedule 7 hereto or in such other form as
the Purchaser may reasonably request and shall, at the request of and expense of
the Purchaser, execute such further joint escrow instructions as the Purchaser
may reasonably require in order to protect or perfect the Purchaser's interests
in the Option Shares.

         4.9      NO DISPOSALS

         The Holder hereby agrees with the Purchaser that during the term of the
Option Period it will not dispose of any legal or beneficial interest in the
Option Shares, nor without the prior written consent of the Purchaser create or
suffer to exist any lien, mortgage or other encumbrance over any or all of the
Option Shares; provided that if no Termination Event shall occur by the end of
the first year of the Option Period, this restriction shall be deemed no longer
applicable to one half of the Option Shares.

5.       COMPLETION

         5.1      Completion shall take place at the office of the Purchasers'
Solicitors immediately after the execution of this Agreement.

         5.2      At Completion the Vendors shall deliver or procure to be
delivered to the Purchaser those items set out in Schedule 3.

         5.3      The Vendors shall procure that the directors of the Company
shall convene and at Completion hold a meeting of the board of directors of the
Company at which the directors shall:


                                       8.

<PAGE>

                  5.3.1    vote in favour of the registration of the Purchaser
or its nominee(s) as members of the Company in respect of the Shares (subject to
the production of duly stamped transfers);

                  5.3.2    revoke all existing mandates for the operation of
bank accounts and issue new mandates giving authority to persons nominated by
the Purchaser;

                  5.3.3    change its registered office to such address as is
nominated by the Purchaser;

                  5.3.4    appoint Jane Shaw and Deborah Karlson or such other
persons as the Purchaser may nominate as directors of the Company with immediate
effect and accept the resignation in the agreed form of Eoghan O'Sullivan and
Tim McSweeney as directors of the Company;

                  5.3.5    appoint PricewaterhouseCoopers as joint auditors of
the Company;

                  5.3.6    approve and authorise the execution by the Company of
the Tax Deed;

                  5.3.7    approve and authorise an agreement to terminate the
Subscription Agreement;

                  5.3.8    approve and authorise a side letter to Mr. John
Power's service agreement with the Company; and

                  5.3.9    approve and authorise an agreement terminating the
Shareholders' Agreement.

         5.4      At Completion the Purchaser shall deliver to the Vendors'
Solicitors:

                  5.4.1    stock certificates representing the Consideration
Shares to be issued to the Vendors on Completion; and

                  5.4.2    the Tax Deed duly executed by the Purchaser.

         5.5      At Completion the Purchaser shall deliver to the Escrow Agent
the stock certificates representing the Option Shares and shall vouch the
delivery of same to the Vendors' solicitors by furnishing a copy of same to the
Vendors' Solicitors.

         5.6      The Vendors shall not be obliged to complete this Agreement
unless:

                  5.6.1    the Purchaser complies fully with its obligations
under this Clause 5; and

                  5.6.2    the purchase of all the Shares is completed
simultaneously.

         5.7      The parties intend to cause the IDA Option Agreement to be
assigned to Mr. John Power (subject to the prior consent of the IDA). If such
assignment occurs or Mr. John Power otherwise acquires an option or other
interest in the lands comprised in the IDA Option


                                       9.
<PAGE>

Agreement ("the Option Lands"), Mr. John Power hereby undertakes to offer to the
Company a lease of any building constructed on the Option Lands on reasonable
commercial terms and for a term suitable to the needs of the Company.

6.       WARRANTIES AND INDEMNITY

         6.1      The Warrantors hereby represent and warrant to the Purchaser
(for itself and as trustee for its successors in title) in the terms of the
Warranties and agree that if any of the Warranties is found to be untrue or
incorrect, then, subject to the provisions of this Agreement and without
restricting the rights of the Purchaser to claim damages on any other basis
available to it, the Warrantors will, at the Purchaser's option, either:

                  6.1.1    pay to the Purchaser an amount equal to the amount by
which the amount of any liability (whether existing, prospective or contingent)
or the value of any asset (whether existing, prospective or contingent) of the
Company or any subsidiary is respectively greater or less than it would have
been if the Warranty in question had been true and correct, together with all
fees, costs and expenses (including, without prejudice, any Tax arising on the
payment whether such tax arises in Ireland or elsewhere) or sustained by the
Purchaser as a result of such breach or in connection with the matter or
circumstance giving rise to that breach; or

                  6.1.2    pay to the Purchaser an amount equal to the amount by
which the value of the Shares is less than it would have been if such Warranty
had been true and correct, together with all fees, costs and expenses
(including, without prejudice, any Tax arising on the payment whether such tax
arises in Ireland or elsewhere) incurred or sustained by the Purchaser or any
member of the Purchaser's Group as a result of such breach or in connection with
the matter or circumstance giving rise to that breach.

         6.2      The Warranties are given subject to the matters fully and
fairly disclosed in the Disclosure Letter. No other information of which the
Purchaser may have knowledge (whether before or after the date hereof and
whether actual or constructive or imputed) shall prejudice or affect in any way
the Purchaser's ability to make any Warranty Claim nor to reduce the amount
recoverable in respect of any Warranty Claim.

         6.3      Each of the Warranties shall be separate and independent and
shall not be limited by reference to any other paragraph or sub-paragraph or
anything in this Agreement or the Schedules.

         6.4      Where any statement contained in the Warranties is expressed
to be given or made to the best of the Warrantors' knowledge or is qualified by
reference to the Warrantors' awareness or is qualified in some other manner
having substantially the same effect, such statement shall be deemed to be
qualified by the additional statement that the Warrantors have made all
reasonable enquiries prior to the date hereof in respect of the subject matter
of the relevant statement and each Warrantor shall be deemed to have knowledge
of:

                  6.4.1    anything which each of the other Warrantors knows or
is deemed by this clause to have knowledge of; and


                                      10.
<PAGE>

                  6.4.2    anything which he or she ought reasonably to have
knowledge of given his or her particular position in and responsibilities to the
Company and/or any subsidiary.

         6.5      The Purchaser is entering into this Agreement on the basis of
the Warranties and in reliance on them and each of the Warrantors acknowledges
that this is the case. Liability under any Warranty shall not be confined to
breaches discovered before Completion nor in any way be modified or discharged
by Completion.

         6.6      The calculation of any damages payable by the Warrantors in
respect of any breach of any of the Warranties shall wholly disregard any
investigation made by or on behalf of the Purchaser into the affairs of the
Company and any subsidiary.

         6.7      Each of the Warrantors agrees with the Purchaser for himself
or herself and as trustee for the Company and any subsidiary and its officers
and employees to assign to the Purchaser all the rights, remedies or claims
which he or she have or may have in respect of any misrepresentations in or
inaccuracies or omissions from any information (including information set out in
the Disclosure Letter) or advice supplied or given by the Company or any
subsidiary or any of the officers, employees or agents of the Company or any
subsidiary and on which the Warrantors; have relied in giving the Warranties,
preparing the Disclosure Letter and/or entering into this Agreement and/or the
other Documents.

         6.8      The Warrantors hereby indemnify and hold the Purchaser
harmless against all claims, demands, proceedings, costs and expenses relating
to any matter, act, default or omission arising or occurring prior to Completion
("Pre-Completion Liabilities"), save only and to the extent that the
Pre-Completion Liabilities are provided for in the Completion Accounts.

         6.9      The Warrantors shall not have any liability whatsoever in
respect of any Claim:

                  (a)      unless the Purchaser shall have given the Warrantors
written notice of the relevant Claim (giving reasonable particulars of the
Claim)

                           (i)      in the case of a Claim in respect of any of
the Warranties other than those relating to Tax (and other than a Claim under
the Tax Deed) within a period of two (2) years after the Completion Date; and

                           (ii)     in the case of any other Claim relating to
Tax and/or a Claim under the Tax Deed within a period of seven (7) years after
the Completion Date;

                  (b)      unless the aggregate amount of the liability of the
Warrantors for all Claims exceeds IRL30,000 (in which event the Warrantors shall
be liable for the entire amount of the Claim and not just the excess).

         6.10     The aggregate amount of the liability of the Warrantors for
all Warranty Claims shall not in any event exceed the amounts specified below
for that Warrantor:

         John Power                         US$3,068,683
         Charles Mulligan                   US$283,262


                                      11.
<PAGE>

         6.11     The liability of the Warrantor in relation to any Claim shall
be joint and several and not joint, so that each Warrantor shall be liable for
only the proportion of any Claim set out opposite the name of the Warrantor
below:

         John Power                      91.5%
         Charles Mulligan                 8.5%
         Total                          100.0%

         6.12     The Purchaser shall, and shall procure that the Company shall,
give the Vendors and their professional advisers reasonable access to the
premises of the Company (as the case may be) and to any relevant chattels,
accounts, documents and records within the power, procurement or control of the
Company to enable the Warrantors and their professional advisers to examine such
premises, chattels, accounts, documents and records as may be necessary or
desirable for the purpose of considering any Claim, and to take copies or
photographs thereof at the Warrantors' own expense.

         6.13     Save as expressly provided in this Agreement, nothing herein
shall be deemed to relieve the Purchaser or the Company from any common law duty
to mitigate any loss or damage occurred by it or them in respect of a Breach of
the Warranties.

         6.14     The Purchaser warrants to the Vendors that the Consideration
Shares are duly authorised and properly issued.

7.       CONFIDENTIALITY

         7.1      Each of the Vendors shall:

                  7.1.1    not, and shall use all reasonable endeavours to
procure that any persons or company controlled by them or any of them shall not,
at any time after the date of this Agreement use or disclose to any person any
Confidential Information which may be within or may come to its knowledge; and

                  7.1.2    use all reasonable endeavours to prevent the
disclosure of any Confidential Information.

8.       USE OF INTELLECTUAL PROPERTY RIGHTS

         The Vendors shall not, and shall procure that no persons or company
controlled by any of them shall, either alone or jointly with, through or as
manager, adviser, consultant or agent for any person, directly or indirectly use
in connection with any business which competes, directly or indirectly, with any
business of the Company as carried on at the date of this Agreement, any of the
Intellectual Property Rights (in particular, any corporate, trading or business
name including the words Cerus or any variation thereof or word similar thereto)
or use anything which is intended or is likely to be confused with, any of the
Intellectual Property Rights.


                                      12.
<PAGE>

9.       FURTHER VENDORS' UNDERTAKINGS

         9.1      Each of the Vendors undertakes to the Purchaser that it shall
not, and shall procure that no persons or company controlled by any of them
shall, for a period of two years after the date of this Agreement either alone
or jointly with, through or as manager, adviser, consultant or agent for any
person, directly or indirectly:

                  9.1.1    for a period of two years after the date of this
Agreement carry on, or be engaged, concerned or interested in, or assist, any
business which competes, directly or indirectly, with the Restricted Business in
the Territory;

                  9.1.2    for a period of two years after the date of this
Agreement in competition with the Restricted Business either seek to procure
orders from, or do business with, or procure directly or indirectly any other
person to procure orders from or do business with, any person who has been a
client or customer of the Company at any time during the period of 12 months
before the date of this Agreement;

                  9.1.3    for a period of two years after the date of this
Agreement engage, employ, solicit, or contact with a view to the engagement or
employment by any person, any employee, officer or manager of the Company or any
person who has been an employee, officer or manager of the Company in the 12
months before the date of this Agreement in either case where the employee,
officer of manager either as a part of his duties is privy to Confidential
Information or would be in a position to exploit the trade connections of the
Company;

                  9.1.4    do or say anything which is harmful to the reputation
of the Company or which may lead any person to cease to deal with the Company on
substantially equivalent terms to those previously offered or at all;

                  9.1.5    for a period of two years after the date of this
Agreement seek to contract with or engage (in such a way as to adversely affect
the business of the Company as carried on at the date of this Agreement) any
person who has been contracted with or engaged to manufacture, assemble, supply
or deliver products, goods, materials or services to the Purchaser's Group at
any time during the period of 12 months before the date of this Agreement with
the intent that each of the foregoing shall constitute an entirely separate and
independent restriction on the Vendors.

         9.2      It is agreed between the parties that, whilst the restrictions
set out in clause 10. 1 are considered fair and reasonable, if it should be
found that any of the restrictions be void or unenforceable as going beyond what
is fair and reasonable in all the circumstances and if by deleting part of the
wording or substituting a shorter period of time or different geographical limit
or a more restricted range of activities for any of the periods of time,
geographical limits or ranges of activities set out in clause 10 it would not be
void or unenforceable then there shall be substituted such next less extensive
period or limit or activity or such deletions shall be made as shall render
clause 10.1 valid and enforceable.


                                      13.
<PAGE>

10.      ANNOUNCEMENTS

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

11.      COSTS

         Except as otherwise agreed in writing, the Purchaser shall pay its own
costs of and incidental to the negotiation, preparation, execution and
implementation by it of this Agreement and of all other documents referred to in
it. The costs of the Company and of the Vendors in relation to this transaction
shall be borne by the Company; said costs are estimated not to exceed
IRL40,000.00 and the consent of the Purchaser (which shall not be unreasonably
withheld) shall be required in relation to the discharge of any costs incurred
by either the Company or any of the Vendors (as the case may be) in excess of
the said IRL40,000.00 in aggregate.

12.      FURTHER ASSURANCE

         12.1     At any time after Completion the Vendors shall (at the
reasonable cost of the Purchaser) do and execute, or procure to be done and
executed, all necessary acts, deeds, documents and things as may be reasonably
requested of them by the Purchaser to give effect to this Agreement.

         12.2     At any time after Completion and upon the Purchaser's
reasonable request from time to time the Vendors shall (at the reasonable cost
of the Purchaser):

                  12.2.1   provide, or procure to be provided, to the Purchaser
all information relating to the business and affairs of the Company and which is
in its possession or under its control; and

                  12.2.2   give, or procure to be given, to the Purchaser, its
directors and agents access to any documents containing any of the information
referred to in clause 13.2.1 and the Purchaser may copy any of those documents.

13.      GENERAL

         13.1     No variation of this Agreement shall be valid unless it is in
writing and signed by or on behalf of each of the parties.

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

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


                                      14.
<PAGE>

         13.4     The invalidity, illegality or unenforceability of any
provision of this Agreement shall not affect or impair the continuation in force
of the remainder of this Agreement.

         13.5     The Warranties, indemnities, undertakings and obligations
contained in this Agreement shall remain in fall force and effect
notwithstanding Completion.

         13.6     This Agreement shall enure to the benefit of and be binding
upon the legal personal representatives and successors of the parties hereto.

14.      ASSIGNMENT

         Neither party shall assign or transfer or purport to assign or transfer
any of its rights or obligations under this Agreement except that the benefit
this Agreement may be assigned by the Purchaser to any subsequent purchaser of
the Shares.

15.      NOTICES

         15.1     Any notice or other communication under or in connection with
this Agreement shall be in writing and shall be delivered personally or by
registered post or sent by telex or by telefax, to the party due to receive the
notice or communication at its address set out in this Agreement or such other
address as either party may specify by notice in writing to the other. Any such
notice served on the Vendors' Solicitors shall be deemed, for the purposes of
this Agreement, to be served on the Vendors. The Vendors hereby irrevocably
authorise the Vendors' Solicitors to accept service of proceedings issued in
connection with this Agreement. The Purchaser hereby irrevocably authorises the
Purchaser's Solicitors to accept service of proceedings issued in connection
with this Agreement.

         15.2     In the absence of evidence of earlier receipt, any notice or
other communication shall be deemed to have been duly given:

                  15.2.1   if delivered personally, when left at the address
referred to in Clause 16.1;

                  15.2.2   if sent by registered post, two days after posting
it;

                  15.2.3   if sent by telex, when the proper answer-back is
received; and

                  15.2.4   if sent by telefax, on completion of its transmission
but if sent after 4:00pm it shall be deemed to have been duly given as at 9:00am
on the next Business Day.

16.      GOVERNING LAW AND JURISDICTION

         16.1     This Agreement is governed by, and shall be construed in
accordance with the laws of Ireland.

         16.2     Each party irrevocably agrees that the courts of Ireland shall
have exclusive jurisdiction to hear and determine any suit, action or
proceedings, and to settle any disputes,


                                      15.
<PAGE>

which may arise out of or in connection with this Agreement and, for such
purposes, each party irrevocably submits to the jurisdiction of the courts of
Ireland.

17.      ENTIRE AGREEMENT

         This Agreement (together with the Disclosure Letter and the Tax Deed
and all documents in the agreed form) constitutes the entire understanding and
agreement between the parties and supersedes all prior agreements, arrangements,
letters and discussions between the parties.

18.      COUNTERPARTS

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


                                      16.
<PAGE>

                                                  SCHEDULE 1

                                                  THE VENDORS

<TABLE>
<CAPTION>

---------------------------------------- ---------------- ---------------------- ------------------- -----------------

                                           NUMBERS OF     PERCENTAGE OF ISSUED                          NUMBER OF
                                          ISSUED SHARES   SHARE CAPITAL OF THE       NUMBER OF        CONSIDERATION
   NAMES AND ADDRESS OF VENDORS AND        HELD IN THE       COMPANY HELD BY       CONSIDERATION     SHARES (ROUNDED
        REGULATION S PURCHASERS              COMPANY             VENDOR                SHARES              UP)
---------------------------------------- ---------------- ---------------------- ------------------- -----------------
<S>                                      <C>              <C>                    <C>                 <C>

John & Bernadette Power,                     65,000                68.4211%       1,180,263.157895       1,180,262
40 Woodlands Park,
Moycullen, Co.  Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Charles Mulligan,                             6,000                 6.3158%         108,947.368421         108,947
Poolnarooma West Salthill,
Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Timothy & Mary                                2,500                 2.6316%          45,394.736842          45,395
McSweeney, 7 The
Hawthorns, Truskey West,
Barna, Co.  Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Richard Gahan & Grainne                       2,000                 2.1053%          36,315.789474          36,316
Power, 116 Abbeyfield,
Killester, Dublin 5
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Paul Redmond, Carraig na                      2,000                 2.1053%          36,315.789474          36,316
Greinne, Furbo, Co.
Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Bernard Collins, 86                           2,000                 2.1053%          36,315.789474          36,316
Westbrook, Barna Road,
Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Jim Mountjoy, 16 Gosworth                     2,000                 2.1053%          36,315.789474          36,316
Park, Sandycove, Co.
Dublin
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

David Hogan c/o Hogan                         1,000                 1.0526%          18,157.894737          18,158
Motors, Ballybrit, Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Timothy Crowley, 178                          2,000                 2.1053%          36,315.789474          36,316
Spring Street, Pembroke,
MA 02354, USA
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Michael Crowley, 26                           1,500                 1.5789%          27,236.842105          27,237
Cloondara, Oakpark,
Tralee, Co.  Kerry
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Pat Sweeney, 17 Suantra,                      2,000                 2.1053%          36,315.781474          36,316
Dr Colohan Road, Salthill,
Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------


                                      17.
<PAGE>

---------------------------------------- ---------------- ---------------------- ------------------- -----------------
Pat & Caitriona McCarthy                        500                 0.5263%           9,078.947368           9,079
Bawnahow, Skibbereen, Co.
Cork
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Pat & Aideen Burke, 39                        1,000                 1.0526%          18,157.894737          18,158
College Grove,
Castleknock, Dublin 15
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Ann Murphy, Chestnut                          1,000                 1.0526%          18,157.894737          18,158
Lane, Dangan, Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Norah Long, 2A Woodlands                      1,000                 1.0526%          18,157.894737          18,158
Park, Moycullen, Co.
Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Brian O'Connell, Le                           1,000                 1.0526%          18,157.894737          18,158
Canadu, Pollnarooma West,
Salthill, Galway.
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Joseph Nolan, Legaun,                           500                 0.5263%           9,078.947368           9,079
Moycullen, Co.  Galway.
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Oliver Lynch, 19 Oaklands,                      667                 0.7021%          12,111.315789          12,111
Salthill, Galway.
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Tony Pidgeon, 1 St.                             622                 0.6547%          11,294.210526          11,294
Romans Close, Rockbarton,
Salthill, Galway.
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

Niall Keating                                   711                 0.7484%          12,910.263158          12,910
9 The Nurseries, Taylors
Hill, Galway
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

                                             95,000                     100%      1,725,000.0000         1,725,000
---------------------------------------- ---------------- ---------------------- ------------------- -----------------

</TABLE>


                                      18.
<PAGE>

                                   SCHEDULE 2
                                     PART 1
                             INFORMATION CONCERNING
                                  CERUS LIMITED

     1    Registered number:                  277354
     2.   Date of incorporation:              16 December, 1997
     3.   Place of incorporation:             Ireland
     4.   Address of registered office:       Kilraney Centre, Moycullen, Co.
                                              Galway
     5.   Type of company:                    Private company limited by shares
     6.   Authorised share capital:           L600,000 divided into 10,000,000
                                              Ordinary A Shares of L0.01 each
                                              and 500,000 Ordinary B Shares of
                                              L1.00 each.
     7.   Issued Share Capital:
     8.   Legal and beneficial holders of
          shares:                             See second column of Schedule 1
     9.   Directors:                          John Power
                                              Charles Mulligan
                                              Timothy McSweeney
                                              Eoghan O' Sullivan
    10.   Secretary:                          John Power
    11.   Accounting reference date:          31st December
    12.   Auditors:                           G. P. Griffin & Co.
    13.   Tax residence:                      Ireland
    14    VAT registration no.:               8277354F
    15    Bank Accounts:                      Bank of Ireland, 19 Eyre Square,
                                              Galway
    16    Charges:                            None


                                      19.

<PAGE>

                                   SCHEDULE 3

                 ITEMS FOR DELIVERY BY THE VENDORS AT COMPLETION

1.       Evidence that no dividend or other distributions have been paid by the
         Company since the Last Accounting Date.

2.       Duly executed transfers in respect of the Shares in favour of the
         Purchaser or its nominee(s) together with the share certificates in
         respect of the Shares.

3.       By way of evidence of the authority of each person executing any
         document on behalf of the Vendors, a copy of the power of attorney
         conferring the authority.

4.       Pending registration of the Purchaser or its nominees as the holder of
         the Shares, a duly executed power of attorney in favour of the
         Purchaser or its nominees generally in respect of the Shares and in
         particular to enable the Purchaser or its nominees to attend and vote
         at general meetings of the Company.

5.       Any waivers, consents or other documents necessary to vest in the
         Purchaser the fun beneficial ownership of the Shares and to enable the
         Purchaser or its nominees to be registered as owners of the Shares.

6.       The common seal and all registers, minute books, and other statutory
         books, required to be kept by Company pursuant to the Companies Acts
         1963 to 1990 made up to the Completion Date and all certificates of
         incorporation and certificates on change of name for the Company.

7.       The Tax Deed duly executed by the Vendors.

8.       Duly executed service agreements in the agreed form between John Power
         and the Company.

9.       Copies of all bank mandates of the Company together with copies of
         statements of all bank accounts as at a date not earlier than five
         Business Days before the date of Completion.

10.      Evidence that all registered charges created by the Company have been
         discharged.

11.      Evidence satisfactory to the Purchaser that loans from the Company to
         the Vendors have been fully paid and settled.

12.      Evidence satisfactory to the Purchasers that all guarantees and/or
         indemnities executed by the Company in favour of the Vendors or any
         person connected with them have been discharged and released.

13.      CGT clearance cert or letter from auditors confirming none required.


                                      20.
<PAGE>

14.      Evidence satisfactory to the Purchaser that no bonuses or gratuities
         have been paid to employees, consultants, directors or shareholders of
         the Company since the Last Accounting Date.

15.      An agreement to terminate the Subscription Agreement, such agreement to
         be in a form approved by the Purchaser and executed by all parties to
         the Subscription Agreement.

16.      A side letter to Mr. John Power's service agreement with the Company,
         in a form approved by the Purchaser.

17.      A proprietary information and non-disclosure agreement (in a form
         approved by the Purchaser) duly executed by each employee of the
         Company.

18.      An agreement to terminate the Shareholders Agreement, such agreement to
         be in a form approved by the Purchaser and executed by all parties to
         the Shareholders Agreement.

19.      An assignment in favour of the Company from John Power of all
         intellectual property rights in the invention the subject of the US
         Patent Office Disclosure Document Program.


                                      21.
<PAGE>

                                   SCHEDULE 4

                       WARRANTIES GIVEN BY THE WARRANTORS

1.       CAPACITY AND AUTHORITY

         1.1      INCORPORATION AND EXISTENCE

                  The Company is a company duly incorporated and validly
                  existing under the law of Ireland and is duly qualified to do
                  business in the jurisdictions in which the transaction of its
                  business makes such qualification necessary.

         1.2      POWER AND AUTHORITY

                  The Vendors have the legal right and full power and authority
                  to execute and deliver, and to exercise their rights and
                  perform their obligations under this Agreement and all the
                  documents which are to be executed at Completion.

         1.3      BINDING AGREEMENTS

                  This Agreement constitutes, and the documents which are to be
                  executed at Completion when executed will constitute, valid
                  and binding agreements of the Vendors enforceable in
                  accordance with their respective terms.

2.       INFORMATION

         2.1      ALL INFORMATION

                  All written information (together the "Information") provided
                  to the Purchaser or to its professional advisors by or on
                  behalf of the Warrantor in the course of negotiations leading
                  to this Agreement is at the date hereof true and accurate in
                  all respects and so far as such information is expressed as a
                  matter of opinion, such opinions were when given and are at
                  the date hereof truly and honestly held and not given casually
                  or recklessly or without due regard for their accuracy.

                  The Information has been properly made or provided after due
                  and careful consideration of all relevant factors affecting
                  the same and there were no facts known to the Warrantor which
                  were not taken into account in the preparation of such
                  Information which could reasonably be expected to have a
                  material effect thereon. No events have occurred subsequent
                  thereto and no fact or matter or circumstance exists which has
                  not been disclosed in writing to the Purchaser or to its
                  professional advisers which would render such information
                  inaccurate, untrue or misleading or which on the basis of the
                  utmost good faith ought to be disclosed to an intending
                  purchaser of shares in the Company or the disclosure of which
                  might reasonably affect the willingness of the Purchaser to
                  purchase the Shares on the terms (including price) of this
                  Agreement.


                                      22.
<PAGE>

         2.2      THE AGREEMENT AND THE DISCLOSURE LETTER

                  The information set out in this Agreement and in the
                  Disclosure Letter, are true, complete and accurate in all
                  material respects.

         2.3      The Articles of Association of the Company as adopted by a
                  special resolution dated 1 April 1999 were validly adopted and
                  were in full force and effect prior to the issue of the "B"
                  ordinary shares to the holders thereof. To the best of the
                  knowledge information and belief of the Warrantors, the "B"
                  ordinary shareholders were aware of the said Articles of
                  Association prior to the said issue of the "B" ordinary shares
                  in the capital of the Company.

3.       SHARES AND SUBSIDIARIES

         3.1      THE SHARES

                  3.1.1    The Vendors of those Shares which are not the subject
of a subsale of even date herewith to the Purchaser are the sole legal and
beneficial owners of the Shares.

                  3.1.2    The Vendors of those Shares which are the subject of
a subsale of even date herewith to the Purchaser are the beneficial owners of
those Shares only; the legal owners thereof are as stated on the applicable
Share transfer forms.

                  3.1.3    The Shares and the B Shares comprise the whole of the
allotted and issued share capital of the Company. Save for the B Shares, there
are no shares issued or allotted in the Company which are not legally and
beneficially owned by the Vendors save those Shares which are the subject of a
subsale of even date herewith to the Purchaser and the legal title to such
Shares is as stated in the applicable Share transfer forms.

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

                  3.1.5    Save as provided in this Agreement:

                           (i)      there is no agreement, arrangement or
obligation in force which calls for the present or future allotment, issue or
transfer of, or the grant to any person of the right (whether conditional or
otherwise) to call for the allotment, issue or transfer of, any share or loan
capital of the Company (including, without limitation, any option or right of
pre-emption or conversion); and

                           (ii)     no share or loan capital has been created,
allotted, issued, acquired, repaid or redeemed, or agreed to be created,
allotted, issued, acquired, repaid or redeemed, by the Company since the
Accounting Date.

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


                                      23.
<PAGE>

         3.2      SUBSIDIARIES, ASSOCIATES AND BRANCHES

                  3.2.1    The Company does not have any subsidiary or
subsidiary undertaking and does not have any interest in, and has not agreed to
acquire any interest in, any shares of any other bodies corporate.

                  3.2.2    The Company has no branch, agency or place of
business, or any permanent establishment (as that expression is defined in the
relevant double taxation relief orders current at the date of this Agreement)
outside Ireland.

                  3.2.3    The Company does not and has never had any associated
undertaking within the meaning of the European Communities (Companies: Group
Accounts) Regulations, 1992.

4.       ACCOUNTS

         4.1      GENERAL

                  4.1.1    The Accounts have been prepared in accordance with
the laws of Ireland on a proper and consistent basis and in accordance with the
Companies Act, 1963 to 1999 and the European Communities (Companies' Group
Accounts) Regulations 1992 and with the Accounting Standards.

                  4.1.2    No change in accounting policies has been made in
preparing the accounts of the Company for each of the three financial periods
ended on the Last Accounting Date, except as stated in the audited balance
sheets and profit and loss accounts for those periods.

                  4.1.3    The Accounts show a true and fair view of the assets,
liabilities (including contingent liabilities), commitments and financial
position and the state of affairs of the Company as at the Last Accounting Date
and of the results and cashflows of the Company for the financial period ending
on the Last Accounting Date.

         4.2      PROVISION FOR LIABILITIES

                  Full disclosure of and adequate provisions for all liabilities
                  (whether actual, contingent or otherwise) and all material
                  financial commitments in existence at the Last Accounting Date
                  have been made in the Accounts.

         4.3      EXTRAORDINARY AND EXCEPTIONAL ITEMS

                  The results shown by the audited profit and loss accounts of
                  the Company for each of the three financial periods ended on
                  the Last Accounting Date have not (save as disclosed in those
                  accounts) been affected by any extraordinary or exceptional
                  item or by any other circumstances rendering the profits or
                  losses for all or any of the periods covered by those accounts
                  unusually high or low.


                                      24.
<PAGE>

         4.4      PROVISION FOR TAXATION

                  The Accounts provide in full for all Taxation liable to be
                  assessed on the Company, or for which it is or may become
                  accountable, in respect of any period beginning on or before
                  the Last Accounting Date and whether or not the Company has or
                  may have any right of reimbursement against any other person
                  and the Accounts provide or note in full for any contingent or
                  deferred liability to Taxation for any such period.

         4.5      VALUATION OF STOCK

                  In the Accounts:

                  4.5.1    stocks (excluding long-term contract balances) were
valued in the same manner adopted in the [two] preceding accounting periods and
on the basis of the lower of cost and net realisable value;

                  4.5.2    all redundant and obsolete stocks were wholly written
off and all slow moving and damaged stocks were written down appropriately and
the value of the remaining stock included in the relevant balance sheets did not
exceed the lower of cost and net realisable value as at the Last Accounting
Date.

                  4.5.3    the value of the work in progress shown in the
Accounts properly reflects only the direct costs incurred by the Company.

         4.6      DEPRECIATION

                  4.6.1    The bases and rules of depreciation and amortisation
adopted in the Accounts were the same as those adopted in the audited accounts
of the Company for the [two] previous accounting periods.

                  4.6.2    The Accounts make adequate provision for depreciation
and amortisation of fixed assets of the Company to the period ended on the Last
Accounting Date were sufficient to ensure (on the basis of proper maintenance of
the assets during their useful life) that each of the fixed assets of the
Company would be written down to residual value by the end of its useful life.

         4.7      GAINS AND BALANCING CHARGES

                  Except as disclosed by the Accounts and save insofar as full
                  provision is made therein for Taxation in respect of any
                  chargeable gains or balancing charges which would arise or
                  accrue in respect of any such asset or machinery and plant on
                  disposal thereof at the values at which they are included, no
                  asset is included in the Accounts at such value that if it
                  were obtained in the disposal or deemed disposal of the asset
                  a chargeable gain or balancing charge would arise or accrue.


                                      25.
<PAGE>

         4.8      BOOK DEBTS

                  Excluding the bad and doubtful debts for which fall and
                  adequate provision was made in the Accounts, the book debts of
                  the Company on Completion will be good for the full face value
                  thereof and, subject to the exercise of due diligence by the
                  Company, will be paid in the ordinary course of business
                  within six calendar months after the Completion Date.

         4.9      BOOKS AND FINANCIAL RECORDS

                  All the accounting books and records of the Company are in its
                  possession or under its control, are fully and accurately
                  completed in accordance with all applicable legal requirements
                  and are up-to-date.

         4.10     MANAGEMENT ACCOUNTS

                  The Management Accounts have been prepared with due care and
                  attention and have been prepared on a basis consistent with
                  that and on the same assumptions as those made in preparing
                  previous Management Accounts of the Company for the year
                  immediately preceding the date of the Management Accounts and
                  show a reasonably accurate view of the state of affairs and
                  profit or loss of the Company as at and for the period in
                  respect of which they have been prepared.

5.       CHANGES SINCE THE LAST ACCOUNTING DATE

         5.1      GENERAL

                  Since the Last Accounting Date:

                  5.1.1    the business and activities of the Company have been
carried on in the ordinary and usual course without interruption, in the same
manner (including, without limitation, nature and scope) as in the year ended on
the Last Accounting Date and so as to maintain the business of the Company as a
going concern;

                  5.1.2    there has been no material adverse change in the
financial or trading Company; and

                  5.1.3    save in the ordinary and proper course of business no
material changes have occurred in the assets and liabilities shown in the
Accounts and there has been no material reduction in the value of the net
tangible assets of the Company on the basis of the valuations adopted for the
purposes of the Accounts.

5.2      SPECIFIC

                  Since the Last Accounting Date:

                  5.2.1    the Company has not disposed of any asset (including,
without limitation, trading stock) and has not supplied any service or business
facility of any kind


                                      26.
<PAGE>

(including, without limitation, a loan of money or the letting, hiring or
licensing of any property whether tangible or intangible) in circumstances where
the consideration actually received or receivable or the disposal or the supply,
as the case may be, was less than the consideration which would be deemed to
have been received for the purposes of Taxation;

                  5.2.2    the Company has not, other than in the ordinary and
usual course of its business:

                           (i)      acquired or disposed of, or agreed to
acquire or dispose of, any material asset; or

                           (ii)     assumed or incurred, or agreed to assume or
incur, any material liability, expenditure or obligation;

                  5.2.3    the Company has not factored, sold or agreed to sell,
any of its debts other than in the ordinary and usual course of its business;

                  5.2.4    the Company has not made, or agreed to make, any
capital expenditure exceeding in total L30,000 or incurred, or agreed to incur,
any commitments involving capital expenditure exceeding in total L30,000;

                  5.2.5    the business of the Company has not been materially
and adversely affected by the termination, or any change in the terms, of any
important agreement or by the loss of any customer or source of supply or by any
abnormal factor not affecting similar businesses to a like extent;

                  5.2.6    no dividend or distribution (including, without
limitation, any distribution within the meaning of the Corporation Tax Act 1976)
has been declared, paid or made by the Company except as provided in its
Accounts;

                  5.2.7    save in the ordinary course of business no payment
has been made by the Company which will not be deductible for corporation tax
purposes either in computing the profits of the Company or in computing the
corporation tax chargeable on the Company;

                  5.2.8    the Company has not changed its accounting reference
period;

                  5.2.9    no resolution of the Company in general meeting has
been passed (other than any resolution constituting ordinary business conducted
at an annual general meeting);

                  5.2.10   the Company has not borrowed or lent any money or
increased by an amount any secured liability or (except in the ordinary course
of its trading and for full value) disposed of any assets or incurred or entered
into any other liability, transaction or contract of a financial nature;

                  5.2.11   the Company has not issued or repaid or agreed to
issue or repay or agreed to the registration of any transfer of any share or
loan capital or granted any option in relation thereto;


                                      27.
<PAGE>

                  5.2.12   the Company has not created, extended, granted or
issued or agreed to create, extend, grant or issue any lease, tenancy, licence,
mortgage, charge, lien, encumbrance, option, debenture or other security;

                  5.2.13   the Company has not made any unusual augmentation in
stock nor written up any fixed assets or stock;

                  5.2.14   the Company has not written off any debts;

                  5.2.15   the Company has not passed any resolution by its
members in general meeting or made any alteration to the provisions of its
memorandum of association or articles of association; and

                  5.2.16   the Company has not disposed of any assets of a
capital nature other than in the normal and ordinary course of business.

                  5.2.17   the Company has not paid any bonus or gratuity to any
employee, consultant, director or shareholder of the Company.

6.       TAXATION

         6.1      GENERAL

                  6.1.1    All taxation of any nature whatsoever or other sums
imposed, charged, assessed, levied or payable under the provisions of applicable
legislation relating to taxation for which the Company is liable as a result of
any act or omission by the Company prior to Completion will if, and in so far as
such taxation or other sums ought to be paid prior to or on Completion, have
been paid at or before Completion and in particular, but without prejudice to
the generality of the foregoing, at Completion, all amounts due for payment to
the Revenue Commissioners in respect of excise duty and of Value Added Tax in
respect of goods or services supplied prior to Completion or goods imported
prior to Completion, and of income tax deductible prior to Completion under
Schedule E by virtue of the PAYE regulations from time to time in force will
have been paid so that the Company will have no liability in respect thereof and
at Completion all Social Welfare and Pay Related Social Insurance contributions
(both employer's and employees') and any other levies and impositions due in
respect of the employees of the Company will have been duly paid.

                  6.1.2    The Company is not liable and has not at any time
since the Accounting Date been liable to pay interest on overdue taxation.

                  6.1.3    The Company has not acquired or disposed of any asset
or entered into any transaction otherwise than by way of bargain at arm's
length.

                  6.1.4    The Company has not entered into any financing or
leasing agreement in which or in connection with which the Company has
indemnified any other party against any claim, loss or other liability arising
from any change in tax legislation or in the interpretation of tax legislation.


                                      28.
<PAGE>

                  6.1.5    There are no differences between and taxation
treatments of all items in the Accounts.

                  6.1.6    There is no appeal by the Company pending against any
assessment to tax and the Company is not in default in payment of any tax within
the period prescribed for payment thereof.

                  6.1.7    The Company has not committed any act nor made any
omission which might constitute an offence under Section 1078 of the Taxes
Consolidation Act, 1997.

                  6.1.8    The Company has not been at any time, for taxation
purposes, resident in any jurisdiction other than the Republic of Ireland nor
has it been at any time managed or controlled in or from any country other than
the Republic of Ireland and the Company has not at any time carried on any trade
in any other country and does not have a permanent establishment in any country
other than the Republic of Ireland.

                  6.1.9    The Company has for each accounting period up to and
including the accounting period ending on Completion furnished the Company's
Inspector of Taxes with full and accurate particulars relating to the affairs of
the Company, and also has properly and within the prescribed periods of time
made all return and given or delivered all notices, accounts and information
required for the purpose of taxation, and all such particulars, notices,
accounts or information have been correct in all material respects and on a
proper basis and none such are disputed by the Revenue Commissioners or other
authority concerned, there are no grounds or circumstances which might cause any
such dispute and the Company has made all claims which would be of benefit to it
within the time limits laid down in the relevant legislation.

                  6.1.10   The Company has submitted computations of its taxable
profit in respect of all periods up to and including the last Accounting Date
and the Revenue have not audited, or issued notice of intention to audit the
company in respect of any accounting period or transaction and the revenue
Commissioners have where relevant agreed computations of its taxable profits in
respect of all periods up to and including the yew ended on the Accounting Date.

                  6.1.11   The Company has not entered into or been a party to
any schemes or arrangements designed partly or wholly for the purpose of
avoiding taxation which could be classed as a "tax avoidance transaction" within
the meaning of Section 811 of the Taxes Consolidation Act, 1997 and no
provisions of that Section apply to the Company in respect of any event (whether
or not involving the Company) which took place before Completion or in respect
of any series of events, (whether or not such events or any of them involve the
Company) taking place partly before Completion and partly after Completion.

                  6.1.12   No act or transaction has been effected in
consequence of which the Company is liable for any taxation primarily chargeable
against some other person.

                  6.1.13   The making of returns, payment of preliminary tax and
all other requirements of Sections 950 to 959 of the Taxes Consolidation Act,
1997 have been complied with fully by the Company.


                                      29.

<PAGE>

                  6.1.14   No penalty under Section 1084 of the Taxes
Consolidation Act, 1997 has or will become payable.

                  6.1.15   No notice of attachment has been served on the
Company or in relation to any funds of the Company under Section 1002 of the
Taxes Consolidation Act, 1997.

                  6.1.16   The Company has for each accounting period:

                           (i)      furnished the Inspector of Taxes with full
and accurate particulars relating to the affairs of the Company; and

                           (ii)     properly and within the prescribed periods
of time made all returns and given or delivered all notices, accounts and
information required for the purposes of taxation.

                           (iii)    Complied fully with the requirements of
Sections 950 to 959 of the Taxes Consolidation Act, 1997, regarding the payment
of preliminary tax, corporation tax and capital gains tax.

         All such particulars, returns, notices, accounts information and
payments have been correct in all material respects and on a proper basis and
none such are disputed by the Revenue Commissioners or other authority
concerned. In addition there are no grounds or circumstances which might cause
any dispute and the Company has made all claims which would be of benefit to it
within the time limits laid down in the relevant legislation.

                  6.1.17   No transaction has or had been effected by the
Company in respect of which any consent or clearance from the Revenue
Commissioners or other taxation authority was required and which consent or
clearance (as the case may be) was not obtained.

                  6.1.18   The Company is not and has never been a member of a
group of companies within the meaning of Section 590 or Section 616 of the Taxes
Consolidation Act, 1997, or associated with any other company within the meaning
of Section 423(1), Taxes Consolidation Act, 1997.

                  6.1.19   The provisions of the Waiver of Certain Tax, Interest
and Penalties Act, 1993 do not have any application to the Company or any of its
officers.

                  6.1.20   The Company has not made a relevant investment within
the meaning of Section 481, and Schedule 32, Paragraph 22 of the Taxes
Consolidation Act, 1997.

                  6.1.21   The Company is not a service company for the purposes
of S 441 TCA 1997.

                  6.1.22   The Company has no liability to Dividend Withholding
Tax under Chapter 8A of Part 6 of Taxes Consolidation Act 1997.

                  6.1.23   The Company does not need to apply for a certificate
under S 980 (8) Taxes Consolidation Act 1997, as a result of the current
transactions.


                                      30.
<PAGE>

                  6.1.24   The Company has complied in all respects with the
provisions of Section 894 Taxes Consolidation Act 1997.

                  6.1.25   The Company has not been a party to or otherwise been
involved in any transaction scheme or arrangement to which the provisions of
Part 28, Chapter 1 and Schedule 21 Taxes Consolidation Act 1997 apply.

                  6.1.26   The Company has not been a party to or otherwise been
involved in any transaction scheme or arrangement to which the provisions of
Part 3 Chapter 1 Taxes Consolidation Act 1997 apply.

                  6.1.27   The Company has not been a party to or otherwise been
involved in any transaction scheme or arrangement under which a liability to tax
could arise to the Company under S 1001 Taxes Consolidation Act 1997.

                  6.1.28   No event has occurred and the Company has not entered
into any transaction which could give rise to a liability to tax under Part 20
Chapter 2 Taxes Consolidation Act 1997.

                  6.1.29   The Company has not made any claim under S 930 Taxes
Consolidation Act 1997.

                  6.1.30   The Company has not made any claim under S 1004 of
the Taxes Consolidation Act 1997.

                  6.1.31   The Company has complied in all material respects
with the provisions of S 1041 Taxes Consolidation Act 1997 and with all
regulations which have been made by virtue thereof.

                  6.1.32   The Disclosure Letter contains full details of the
Company's rights and obligations and liabilities in respect of the B Shares.
Furthermore, no arrangements are in place whereby the Company is required to
compensate any of the holders of the B Shares for a withdrawal of any relief
under Part 16 of the Taxes Consolidation Act 1997.

                  6.1.33   All the Company's expenses incurred prior to
Completion were incurred wholly and exclusively for the purposes of the
Company's trade and no circumstance exists which would lead to a denial of tax
deduction by the Revenue Commissioners for any expense incurred prior to
Completion.

         6.2      CORPORATION TAX

                  6.2.1    (a)      The Company has not paid remuneration to its
employees, officers or directors (either deemed or otherwise) in excess of such
amount as will be deductible in computing the taxable profits of the Company;

                           (b)      The Company has not paid and will not pay
remuneration or compensation for loss of office or make any gratuitous payment
or any other payment in respect of management or other services rendered or to
be rendered to the Company to any of its present


                                      31.
<PAGE>

or former directors or employees (deemed or otherwise) which will not be
deductible in computing the taxable profits of the Company;

                           (c)      The Company has not paid nor has it agreed
to pay nor will it become liable to pay any payment to any person which will not
be deductible in computing the taxable profits of the Company.

                  6.2.2    In respect of Schedule 32, Paragraph 7 of the Taxes
Consolidation Act, 1997, no circumstance exists which would lead the Revenue to
withdraw approval of the scheme or to contend that the Company is not a
qualifying Company carrying on a specified trade.

                  6.2.3    In respect of profit sharing schemes under Sections
509 to 518 of the Taxes Consolidation Act, 1997, no circumstance exists which
would lead the Revenue to withdraw approval of any such scheme.

                  6.2.4    In respect of employee share ownership trusts under
Section 519 and Section 511(A) of the Taxes Consolidation Act, 1997, no
circumstance exists which would lead the Revenue to withdraw approval of any
such scheme.

                  6.2.5    If the employees of the Company have benefited from
Section 479 of the Taxes Consolidation Act, 1997, no circumstance exists in
relation to the Company which would lead to the withdrawal of the relief.

                  6.2.6    The Company has not, within the meaning of Sections
520 to 529 of the Taxes Consolidation Act, 1997, received payment in respect of
professional services from an accountable person.

                  6.2.7    No loan or advance or payment has been made or
consideration given or transaction effected falling within Sections 438 or 439
of the Taxes Consolidation Act, 1997.

                  6.2.8    The Company has duly complied with the requirements
of Section 239 of the Taxes Consolidation Act, 1997 and with the requirements of
all other provisions relating to the deduction and withholding of tax at source
up to the date hereof and all such tax which has become due to the Revenue
Commissioners has been paid to the Revenue Commissioners.

                  6.2.9    The Company has never incurred any expense or paid
any amount in consequence of which the Company has been or could be treated
under Sections 436 or 437 of the Taxes Consolidation Act, 1997 as having made a
distribution.

                  6.2.10   The limitation on the meaning of "distribution"
provided for by Sections 133 and 134 of the Taxes Consolidation Act, 1997 does
not apply to any financial arrangements of the Company.

                  6.2.11   The Company is not affected by the amendments to Part
IX of the Corporation Tax Act, 1976 contained in Section 133(3) and 134(2) of
the Taxes Consolidation Act, 1997.


                                      32.
<PAGE>

                  6.2.12   Section 138 of the Taxes Consolidation Act, 1997 does
not apply to any dividend paid by the Company in respect of its preference
shares.

                  6.2.13   The Company has not made any claim for relief in
respect of stock appreciation under Section 665 to 669 of the Taxes
Consolidation Act, 1997 or under Section 31 and 31A of the Finance Act, 1975 or
Section 26 of the Finance Act, 1976 or Section 49 Finance Act, 1984.

                  6.2.14   The Company has not effected or entered into any act
transaction or arrangement of any nature whereby it has incurred or may
hereafter incur any liability under or by virtue of any of Sections 98, 99, 100
and 103 of the Taxes Consolidation Act, 1997.

                  6.2.15   The Company has not surrendered any amount by way of
group relief under the provisions of Sections 411 to 424 the Taxes Consolidation
Act, 1997.

                  6.2.16   The Company is not and will not at any time in the
future become liable to make a subvention payment or any other payment for an
amount surrendered by any other Company under or in connection with the
provisions of Section 411 of the Taxes Consolidation Act, 1997.

                  6.2.17   The Company has not at any time:

                           (a)      repaid or redeemed or agreed to repay or
redeem any shares of any class of its share capital or otherwise reduced or
agreed to reduce its issued share capital or any class thereof; or

                           (b)      capitalised or agreed to capitalise in the
form of shares, debentures or other securities or in paying up any amounts
unpaid on any shares debentures or other securities any profits or reserves of
any class or description or passed or agreed to pass any resolution to do so; or

                           (c)      provided capital to any company on terms
whereby the company so capitalised has in consideration thereof issued shares
loan stock or other securities where the terms of any such capitalisation were
otherwise than by way of a bargain made at arm's length or where the shares loan
stock or other securities acquired are shown in the Accounts at a value in
excess of their market value at the time of acquisition.

                  6.2.18   No allowable loss which has arisen or which may
hereafter arise on the disposal by the Company of shares in or securities of any
company is liable to be disallowed in whole or in part by virtue of the
application of Section 621 or 622 of the Taxes Consolidation Act, 1997.

                  6.2.19   No change of ownership of the Company has taken place
in circumstances such that Section 401 of the Taxes Consolidation Act, 1997 has
or may be applied to deny relief for a loss or losses incurred by the Company.

                  6.2.20   On a sale of any machinery and plant at the value
thereof shown in the Accounts no balancing charge will be incurred.


                                      33.
<PAGE>

                  6.2.21   There has not been, in respect of any accounting
period, any excess of distributable investment and estate income within the
meaning of Section 434 of the Taxes Consolidation Act, 1997.

                  6.2.22   The Company is entitled to relief up to 5th April
1990 under Sections 144 to 146 of the Taxes Consolidation Act, 1997.

                  6.2.23   The Company has never claimed relief under Sections
147 to 149, 151, 442 to 450 and 453 and Schedule 32, paragraphs 4, 5(2), 6(2),
16(1) - (4) and 18 of the Taxes Consolidation Act, 1997.

                  6.2.24   The Company has not entered into transactions by
virtue of which it will be chargeable under Case IV, Schedule D in accordance
with Section 815 of the Taxes Consolidation Act, 1997.

                  6.2.25   The restrictions on the use of capital allowance for
certain leased assets, as set out in Section 403 of the Taxes Consolidation Act,
1997 do not have application to any transactions entered into by the Company.

                  6.2.26   The provisions of Sections 272 and 317(3) of the
Taxes Consolidation Act, 1997 apply to all expenditure incurred by the Company,
and have been properly implemented in the accounts of the Company.

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

                  6.2.28   The Company is not liable to any claim in respect of
tax due under Sections 530 or 531 of the Taxes Consolidation Act, 1997, and the
Company has complied with the provisions of these Sections.

                  6.2.29   The Company has not entered into any transaction as a
result of which it could be assessed to tax under Schedule D in accordance with
Section 639 to 647 of the Taxes Consolidation Act, 1997.

                  6.2.30   The Company has not received a notice under Section
446 of the Taxes Consolidation Act, 1997, requiring the Company to desist from
an activity or revoking the certificate.

                  6.2.31   The utilisation of losses incurred by the Company is
not restricted by Section 456 of the Taxes Consolidation Act, 1997.

                  6.2.32   No reduction or withdrawal of relief has occurred
under Section 222 of the Taxes Consolidation Act, 1997.

                  6.2.33   No allowance in respect of capital expenditure is or
may be restricted by virtue of Sections 271, 273, 274, 278, 283, 284, 285, 300,
304, 305, 316, 317, 320, 658 and Schedule 32, paragraphs 9 and 23(2) of the
Taxes Consolidation Act, 1997.


                                      34.
<PAGE>

         No circumstances exist in connection with the Company, or its shares,
which would or could lead to the withdrawal of relief as provided for in Part 16
of the Taxes Consolidation Act.

                  6.2.34   The Company has not entered into or taken any steps
the object of which is a transaction which comes or might come within Section
817 of the Taxes Consolidation Act, 1997.

                  6.2.35   The Company does not beneficially own nor has it ever
beneficially owned shares to which Sections 155 and 489 of the Taxes
Consolidation Act, 1997 apply or may have applied.

                  6.2.36   The goods produced by the Company fall within the
definition of goods regarded as manufactured contained in Section 443 of the
Taxes Consolidation Act, 1997.

                  6.2.37   The tax benefit envisaged at the time of borrowing in
respect of any loan under Section 130 of the Taxes Consolidation Act, 1997 will
under present legislation remain undiminished until such loan has been repaid.

                  6.2.38   The Company does not own nor has it ever owned an
asset which constitutes a material interest in an off-shore fund which is or has
at any time been a non qualifying off-shore fund within the terms of Sections
740 to 747 of the Taxes Consolidation Act, 1997.

                  6.2.39   Any machinery or plant provided for use for the
purposes of the trade of the Company after I April 1990 is used wholly and
exclusively for the purposes of the trade of the Company.

                  6.2.40   The cost of acquisition for the purposes of
corporation tax on chargeable gains to the Company of each asset of the Company
(except trading stock and work in progress) is not less than the book value of
that asset as provided for in the Company's accounts and the Company has not
acquired any asset otherwise than by way of bargain at arms-length.

                  6.2.41   As at Completion, the Company has no accumulated
trading corporation tax losses and no advance corporation tax available for
carrying forward unless such (if any) as are identified by the tax computation
for the year ended 31st December 1999.

                  6.2.42   The Company has not since its incorporation acquired
any assets other than trading stock from any company which at the time of the
acquisition was a member of the same group as defined in Sections 590(11) and
616 of the Taxes Consolidation Act, 1997.

                  6.2.43   Where fixed assets have been stated in the Accounts
in excess of their cost, any potential liability to Taxation on chargeable gains
that would accrue on the sale of these assets at their values stated are either
fully provided for or disclosed by way of note in the Accounts.

                  6.2.44   The Company is not a close company as defined in
Taxes Consolidation Act, 1997.


                                      35.
<PAGE>

                  6.2.45   All of the disbursements of the Company from 31
December 1999 to Completion are bona fide disbursements wholly exclusively and
necessarily incurred during the ordinary course of business of the Company.

                  6.2.46   The Company and the Vendors have complied with all
the provisions of s128 TCA 1997.

         6.3      ADVANCE CORPORATION TAX ("ACT")

                  6.3.1    The Company has no liability to ACT under Sections
159 to 172 of the Taxes Consolidation Act, 1997.

                  6.3.2    The Company has not made an election under Section
165 of the Taxes Consolidation Act, 1997 and no surrender has been made under
Section 166 of the Taxes Consolidation Act, 1997.

                  6.3.3    The Company is not affected by the provisions of
Section 167 or Section 170 of the Taxes Consolidation Act, 1997.

         6.4      CAPITAL GAINS TAX

                  6.4.1    The Company has not made any claim under Section
597 of the Taxes Consolidation Act, 1997, as respects the consideration for
the disposal of or of its interest in any assets which are defined in the
said Section 597 as "the old assets".

                  6.4.2    The Company has not made any such transfer as is
referred to in Section 589 of the Taxes Consolidation Act, 1997, or received
any asset by way of gift as mentioned in Section 978 of the Taxes
Consolidation Act, 1997.

                  6.4.3    The Company has not been a party to or involved in
any share for share exchange nor any scheme of reconstruction or amalgamation
such as are mentioned in Sections 583 to 588, Section 600, Section 615 or
Section 733 of the Taxes Consolidation Act, 1997, under which shares or
debentures have been issued or any transfer of assets effected.

                  6.4.4    [The Company has not entered into any transaction
which has, will or may give rise to a charge to tax under the provisions of
Taxes Consolidation Act, 1997 or under the provisions of the Capital
Acquisitions Tax Act, 1976.]

                  6.4.5    The Company has no liability by virtue of the
provisions of Section 571 of the Taxes Consolidation Act, 1997.

                  6.4.6    The Company has not made any claim under Section
1005 of the Taxes Consolidation Act, 1997 and no tax liability has been
deferred under any other provision of the Taxes Consolidation Act, 1997
including Sections 981 and 563(1) of the Taxes Consolidation Act, 1997.

                  6.4.7    The Company has not entered into any transactions
which give rise to a liability under Sections 590, 616, 623, 625, 626 of the
Taxes Consolidation Act, 1997. Nor has

                                      36.
<PAGE>

the Company entered into any transactions to which Sections 632 to 635, 637 and
648 to 649 of the Taxes Consolidation Act, 1997, apply.

                  6.4.8    There have been no claims under Section 538 of the
Taxes Consolidation Act, 1997.

                  6.4.9    The Company has not entered into or taken any
steps the object of which is a transaction which comes within or might come
within Sections 549 or 817 of the Taxes Consolidation Act, 1997.

         6.5      STAMP/CAPITAL DUTY

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

                  6.5.2    All documents in the possession or under the
control of or required in connection with the title of the Company to any
matter or thing of the Company which attract stamp duty have been properly
stamped.

                  6.5.3    No relief, exemption or reduction has been
obtained from companies capital duty or stamp duty and without prejudice to
the generality of the foregoing no relief, exemption or reduction has been
obtained from companies capital duty or stamp duty under Section 72 of the
Finance Act, 1973 (as amended) or from stamp duty under Section 19 of the
Finance Act, 1952 (as amended) or Section 31 of the Finance Act, 1965 (as
amended) which:

                           (a)    has become liable to forfeiture; or

                           (b)    may be forfeited in the future.

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

                           (a)    Section 63;

                           (b)    Section 64;

                           (c)    Section 68; and

                           (d)    Sections 69 and 70.

                  6.5.5    All other capital and/or stamp duty howsoever
arising or payable has been paid by the Company and there is no outstanding
liability therefore or interest thereon.

                                      37.
<PAGE>

         6.6      VALUE ADDED TAX

                  6.6.1    The Company is a registered and taxable person for
the purposes of the Value Added Tax Acts and has complied in all respects
with such legislation and all regulations made or notices issued thereunder
and has maintained full complete correct and up to date records, invoices and
other documents (as the case may be) appropriate or requisite for the
purposes thereof.

                  6.6.2    The Company is not in arrears with its payments or
return or notifications under the Value Added Tax legislation regulations or
notices or liable to any abnormal or non routine payment or any forfeiture or
penalty or to the operation of the penal provisions contained therein.

                  6.6.3    The Company has not been required by appropriate
fiscal authorities to give security under the Value Added Tax legislation.

                  6.6.4    No arrangement exists or has existed whereby
pursuant to Section 8(8) of the Value Added Tax Act, 1972 and Regulation 5 of
the Value Added Tax Regulation 1979 (as amended) the business activities of
the Company are or were deemed to be carried on by any other person or the
business activities of any other person are or were deemed to be carried on
by the Company.

                  6.6.5    The Company has not availed of the procedure in
Section 58 of the Finance Act, 1989 whereby a trader may account and make
returns for VAT purposes other than after each two monthly taxable period.

                  6.6.6    The Company does not make any supplies which are
exempt for VAT purposes.

                  6.6.7    The Company has never acted as an agent, manager
or factor of any person not resident in the State so as to be accountable for
that person's tax under Section 37 of the Value Added Tax Act, 1972.

                  6.6.8    The only deductions of input Tax (i.e. tax paid in
respect of supplies to the Company) from output tax (i.e. tax payable by the
Company in respect of supplies made by it) which the Company has claimed are
credits or deductions allowable under Section 12 of Value Added Tax Act 1972.

                  6.6.9    Any payments of excess credit for input Tax or
refunds of Tax to the Company have been made on the correct basis.

                  6.6.10   The Company has never been required to make
adjustments to the deduction of input tax paid on capital items in accordance
with the provisions of Section 12 of the Value Added Tax Act 1972.

                  6.6.11   No value is attributable in the Accounts to
credit for input tax paid which is not available in full by reason of the
Company having made exempt supplies for VAT

                                      38.
<PAGE>

purposes or otherwise nor for refunds not made on the correct basis. Details of
any exempt supplies made by the Company are set out in the Disclosure Letter.

                  6.6.12   The Company has never been and will not up to
Completion be liable to any penalty and no goods of the Company have been or
will up to Completion be liable to forfeiture under Section 27 of the VAT Act
1972.

                  6.6.13   The Company does not make exempt supplies for VAT
purposes nor are they unable to obtain a credit or deduction for any input
tax paid or suffered by them.

         6.7      CAPITAL ACQUISITIONS TAX

                  6.7.1    There is no unsatisfied liability to capital
acquisitions tax attached or attributable to the Shares or any of the assets
of the Company and the Shares and the said assets are not subject to a charge
in favour of the Revenue Commissioners.

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

                  6.7.3    The Company has not entered into or taken any
steps the object of which is a transaction which comes within Section 90 of
the Finance Act, 1989.

                  6.7.4    The Company has not, prior to completion, entered
into any transaction which will or may give rise to a tax liability to the
Company under the provisions of the Capital Acquisitions Tax Act 1976.

         6.8      WEALTH TAX

         The Company has not any outstanding liability for wealth tax under
the Wealth Tax Act, 1975.

         6.9      PAYE/SOCIAL WELFARE

                  6.9.1    The Company is registered for the purposes of
regulations made under Section 986 of the Taxes Consolidation Act, 1997, and
has complied in all respects with such regulations and has maintained full,
complete, correct and up to date records appropriate or requisite for the
purposes thereof.

                  6.9.2    The Company is not in arrears with its payments or
returns required under regulations made under Section 986 of the Taxes
Consolidation Act, 1997, or liable to interest or any abnormal or non-routine
payment or any forfeiture or penalty or to the operation of any penal
provisions due to non-compliance with the said regulations.

                  6.9.3    The Company has complied in all respects with Part
II, Chapter 1, Social Welfare Consolidation Act, 1981, Health Contributions
Act, 1979, Youth Employment Agency Act, 1981 and Section 16 Finance Act, 1983
and any regulations made under those Acts and has maintained full, complete,
correct and up to date records appropriate or requisite for the

                                      39.

<PAGE>

purposes thereof and has not committed any offence under Section 115, Social
Welfare Consolidation Act, 1981 and is not liable to any abnormal or non-routine
payment or any forfeiture or penalty or to the operation of any penal provisions
due to non-compliance with the said Acts and/or regulations.

                  6.9.4    The Company has not availed of the Income Tax
(Employments) Regulations 1989 (SI No. 58 of 1989) whereby an employer may
make remittances of PAYE deducted from his employees at longer intervals than
the normal monthly remittance basis.

                  6.9.5    The Company has properly operated the PAYE system
of deduction and of accounting to the Revenue Commissioners (and all similar
systems to the appropriate authority in any other jurisdiction) for tax
chargeable on the remuneration of its employees (deemed or otherwise) and has
properly operated social welfare deductions (or their equivalent in any other
jurisdiction) and had made all payments to the relevant authority in respect
thereof.

         6.10     MISCELLANEOUS

                  6.10.1   The Company has not been the subject of any audit
inspection or discovery by the Revenue Commissioners and there are no facts
to the best of the knowledge, information and belief of the Warrantors which
are likely to cause such an audit, inspection or discovery to be made.

7.       ASSETS

         7.1      TITLE, CONDITION AND SUFFICIENCY OF ASSETS

                  7.1.1    All assets included in the Accounts or acquired by
the Company since the Last Accounting Date (other than trading stock
subsequently disposed of in the ordinary and usual course of business) and
all material assets used by the Company or which are in the reputed ownership
of the Company are:

                           (i)    legally and beneficially owned by the
Company free from any Encumbrance; and

                           (ii)   where capable of possession, in the
possession or under the control of the Company.

                  7.1.2    The plant, machinery, vehicles and all other
equipment furniture and fittings used in connection with the business of the
Company:

                           (i)    is in good repair and condition and in
satisfactory working order, and has been regularly and properly maintained;
and

                           (ii)   is operating (or is capable of operating)
safely and without danger to any person, property or the environment and in
accordance with all relevant licences, regulations and permits governing its
use.

                                      40.
<PAGE>

                  7.1.3    Maintenance contracts are in full force and effect
in respect of all assets of the Company which it is normal or prudent to have
maintained by independent or specialist contractors.

                  7.1.4    The assets owned or leased by the Company and the
facilities and services to which the Company has a contractual right comprise
all the assets, facilities and services necessary or convenient for the
carrying on of the business of the Company in the manner in which it is
presently conducted.

         7.2      HIRE PURCHASE AND LEASED ASSETS

         The Company is not a party to, nor has any material liability under,
any lease or hire, hire purchase, credit sale or conditional sale agreement.

         7.3      STOCKS

         The level of stocks of the Company is reasonable having, regard to
current and anticipated demand.

         7.4      INTELLECTUAL PROPERTY

                  7.4.1    The Company is the registered proprietor (where
appropriate) of or applicant for and the beneficial owner of and otherwise
has good title to each of its patents, trade marks, registered designs and
copyrights free from all charges, liens, encumbrances, equities, licences,
user and other parties are presently infringing the same.

                  7.4.2    The Company has not any interest in any other
patents, trade marks, registered designs, copyrights or applications for any
of the same.

                  7.4.3    The Intellectual Property Rights are:

                           (i)    in full force and effect; and

                           (ii)   solely and beneficially owned by, and
validly granted to, the Company free from all licences or Encumbrances.

                  7.4.4    The Company is not a party to any confidentiality
or other agreement or understanding of any kind or nature whatsoever which
restricts the free use or disclosure of any information.

                  7.4.5    The Company does not use, or otherwise carry on its
business under, any name other than its corporate name.

                  7.4.6    The Company has not entered into any agreement
(whether as licensor or licensee) for

                                      41.
<PAGE>

                           (i)    the licensing or use of any patents, trade
marks, registered designs, copyrights or any applications therefor, including
without limitation the Intellectual Property Rights;

                           (ii)   the provision or acquisition of know-how or
technical information or assistance; or

                           (iii)  the prohibition or restriction of the
disclosure of any know-how or technical information.

                  7.4.7    The Company dues not require any either patent,
trade mark, registered design, copyright or licence for any of the operations
of any of its businesses as presently carried on and wheresoever carried on.

                  7.4.8    None of the business operations of the Company
infringe any intellectual property right vested in any other party or win or
may give rise to payment by the Company of any royalty or of any sum in the
nature of a royalty or to liability to pay compensation.

                  7.4.9    The know-how, secrets, confidential information and
lists of customers and suppliers of the company are all adequately documented.

                  7.4.10   The subject matter of the Intellectual Property
Rights has been made or otherwise generated solely by employees of the
Company and in the course of carrying out their normal duties or duties
specifically assigned to them. No employee of the Company is entitled to or
has claimed any payment in respect of any of the Intellectual Property Rights.

                  7.4.11   No act has been done or has been omitted to be
done to entitle any authority or person to cancel, forfeit or modify any
Intellectual Property Rights.

                  7.4.12   All documents material to the title to the
Intellectual Property Rights form part of the records and assets of the
Company's business.

                  7.4.13   Save as disclosed to Aerogen's patent attorney
there are no Intellectual Property Rights owned or used by the Company
capable of registration which have not been so registered, or in respect of
which application for registration has not been made or is pending.

                  7.4.14   None of the Intellectual Property Rights owned or
used by the Company is the subject of any claim, opposition, attack,
assertion or other arrangement of whatsoever nature which does or may impinge
or their use, validity, enforceability or ownership by the Company, and there
are no grounds or other circumstances which may give rise to the same.

                  7.4.15   The activities, processes, methods and products
employed and used by the Company:

                           (i)    are not supplied subject to the licence
(other than from the Purchaser), consent or permission of, or payment to, any
third party;

                                      42.
<PAGE>

                           (ii)   do not infringe any intellectual property
rights of any third party; and

                           (iii)  have not given rise to any Claim against
the Companies.

                  7.4.16   No party to any agreement relating to the use by
the Company of any Intellectual Property Rights owned by a third party is, or
has at any time been, in breach of the agreement.

         7.5      TRADE MARKS

                  7.5.1    No limitations or restrictions on the use or
enforceability of any of the Trade Marks have been agreed with any third
party or registered in relation to any of the Trade Marks.

                  7.5.2    No third party is entitled or has been permitted to
or does use marks which consist of or include any of the Trade Marks or any
similar such mark in connection with:

                           (i)    any goods or services within the classes in
which the Trade Marks are registered or used; or

                           (ii)   goods or services of the same description
as any of the goods or services in respect of which any of the Trade Marks
are registered or used; or

                           (iii)  services or a description of services which
are associated with those goods or goods of that description, or vice versa.

                  7.5.3    Each of the Trade Marks which are registered was
used by the registered proprietor or a licensee complying with the licence
thereof and has not ceased to be so used for any period exceeding 12 months.

         7.6      KNOW-HOW

                  7.6.1    All the know-how comprised in the Intellectual
Property Rights is adequately documented and of a confidential nature or the
confidentiality thereof is material to the business of the Company
("Confidential Know-How") no part of the Confidential Know-How has been or
will be disclosed to any third party and there is no agreement or other
arrangement or circumstance under which any third part can require any such
disclosure.

                  7.6.2    The Company has not received any information from
any third party subject to any signed confidentiality undertakings other than
those annexed to the Disclosure Letter and such information which has been
received is clearly identifiable.

         7.7      COMPUTERS

                  7.7.1    The Company has in force maintenance contracts for
all items of computer hardware having a cost in excess of IRL75,000
(including operating systems) which it uses and there is no reason to believe
that those maintenance contracts will not be renewed by

                                      43.
<PAGE>

the other contracting party upon their expiry (if so required by the Company)
upon substantially similar terms to those now applicable.

                  7.7.2    The Company has not suffered any material failures
or break downs of the computer hardware which it used in the year preceding
the date of the Agreement.

                  7.7.3    The Company has operated and used all items of
computer hardware used by it in accordance with the manufacturer's
recommendations including (without limitation) any recommendations as to
environmental condition and power supply.

                  7.7.4    All computer software (including programs held on
silicon chip, compact or digital or floppy disks and any other media, manuals
and operator guides) used by the Company is either owned by the Company or
held by it on licence.

                  7.7.5    The Company has in force software support contracts
for all items of computer software and there is no reason to believe that
those contracts will not be renewed by the other contracting party upon their
expiry (if so required by the Company) upon substantially similar terms to
those now applicable.

                  7.7.6    The Company has not suffered any failures or "bugs"
in or breakdowns of such software (except arising from operator error not
based on inadequate manuals) in the year preceding the date of the Agreement.

                  7.7.7    The Company has not and is entitled to have back up
copies of all such software, which copies are up to date, fit for immediate
use and stored in a secure place separate from the original copies of such
software themselves.

                  7.7.8    The Company has altered, adapted or modified any
software held by it on licence or used by it whether with or without the
consent of the owner or manufacturers thereof.

                  7.7.9    The Company has taken proper precautions to
preserve the availability, confidentiality and integrity of its computer
systems.

                  7.7.10   The Company is not aware of any case where fraud
has been committed against the Company by use or abuse of its computer
systems, whether alone or in conjunction with any third party.

         7.8      EFFECT OF SALE

         The execution or performance of this Agreement and all other
documents which are to be executed on the date hereof will not:

                  7.8.1    conflict with or result in the breach of or
constitute a default under any of the terms, conditions or other provisions
of:

                           (i)    any agreement licence or instrument to which
the Company is a party; or

                                      44.
<PAGE>

                           (ii)   any provision of the Memorandum and
Articles of Association of the Company; or

                           (iii)  any Encumbrance, lease, contract, Order,
Judgement, award, injunction, regulation or other restriction or obligation
of any kind or character by which or to which any assets of the Company is
bound or subject;

                  7.8.2    relieve any person from any obligation to the
Company (whether contractual or otherwise) or enable any person to determine
or avoid any such obligation or any right or benefit enjoyed by the Company
to enable any person to exercise any right whether under an agreement with or
otherwise in respect of the Company;

                  7.8.3    result in the creation, imposition, crystallisation
or enforcement of any security interest whatsoever on any assets of the
Company.

         7.9      BUSINESS DEALINGS

         As a result of the acquisition of the Shares by the Purchaser no:

                  7.9.1    supplier of the Company will cease, or be entitled
or likely to cease under the terms of any contract, agreement or arrangement
(written or oral), supplying the Company, or may substantially reduce its
supply, or modify its terms of supply to the Company;

                  7.9.2    client or customer of the Company will cease, or be
entitled or likely to cease under the terms of any contract, agreement or
arrangement (written or oral), to deal with the Company, or may substantially
reduce its existing level of business, or alter the basis upon which it does
business with the Company;

                  7.9.3    the Company will not or may not lose the benefit of
any right or privilege which it enjoys; and

                  7.9.4    officer or senior employee of the Company will
leave the employ of the Company.

         None of the Vendors has received notice that as a result of the
acquisition of the Shares by the Purchaser:

                           (i)    any client or customer of the Company will
cease to deal with the Company or substantially reduce its existing level of
business, or alter the basis upon which it does business with the Company; or

                           (ii)   any officer or senior employee of the
Company will leave the employ of the Company.

8.       INSURANCE

         8.1      Copies of all current insurance and indemnity policies (the
"Policies") in respect of which the Company has an interest have been
provided to the Purchaser, together with a list of

                                      45.
<PAGE>

such Policies and all premiums due in respect of the Policies have been fully
paid and the next renewal dates for each of the Policies is set out in the
Disclosure Letter.

         8.2      There are no circumstances which could lead to any liability
under such Policies being avoided by insurers or the premiums increased and
all of the Policies are in full force and effect and are not void or voidable
and nothing has been done or omitted to be done by the Company which would
make any of the Policies void or voidable.

         8.3      No claim is outstanding under any of the Policies and no
event has occurred, and no circumstances exist, which gives rise, or are
likely to give rise, to any claim under any of the Policies.

         8.4      Nothing has been done or omitted to be done by the Company
which is likely to result in an increase in premium under any of the Policies.

         8.5      The Company is now, and has at all material times been,
adequately covered against accident, damage, injury, public liability, third
party loss (including product liability), loss of profits and other risks
normally covered by insurance and the Property and all other assets of an
insurable nature of the Company are insured with a reputable insurance office
or underwriters in amounts representing their full reinstatement or
replacement value (including, where any of the property is let, two years
loss of rent) against fire and other risks normally insured against by
persons carrying on business similar to that of the Company.

         8.6      All claims made by the Company under its past and present
insurance policies have been settled in full by the relevant insurers.

9.       PROPERTY

         9.1      The Property comprises all the land and buildings owned
and/or occupied and/or used by the Company or otherwise used in connection
with the business of the Company.

         9.2      The Company has good and marketable title to the Property
and is the legal and beneficial owner of the Property.

         9.3      The Property is not subject to:

                  9.3.1    any matters which might adversely affect the value
of the Property or the proper use, occupation or enjoyment of the Property
for the purpose for now used and all matters which benefit the Property have
where necessary been properly protected by registration;

                  9.3.2    (and have never been subject to) any contaminative
use.

         9.4      All necessary permissions, consents and licences relating to
the Property, its current use and the conduct of the Company's business
therefrom have been obtained and any attached conditions have been satisfied
and are not onerous.

                                      46.
<PAGE>

                  9.4.1    The Property is directly served by all means of
access, services and other facilities necessary for its current use and all
of these are either publicly adopted or owned by the relevant statutory
undertaker; and

                  9.4.2    There are no proposed schemes or orders affecting
any road or highway giving lead to any such proposal, scheme or order which
would adversely affect the use or enjoyment of the Property.

         9.5      The Property is not located in an area or subject to
circumstances particularly susceptible to flooding nor is affected by past or
present mining activity.

         9.6      The Company has no any outstanding obligations (whether
existing or contingent) in respect of any Property formerly owned or occupied
or used by it or in respect of which it had an interest or acted as security.

         9.7      The Property is free from any mortgage, debenture, charge,
rent charge, lien or other Encumbrance securing the repayment of monies or
any other obligation or liability of the Company or any other party.

         9.8      The Property is not subject to any outgoings, other than
commercial rates, water rates, insurance premiums, rent and service charges,
and there are no outstanding arrears in relation to any of the foregoing.

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

         9.10     Where the rent reserved by any lease of any of the Property
is subject to review, all rent review notices have been served within the
requisite time limits and there are no disputes outstanding as to the
settlement of the level of rent.

         9.11     The Company is a joint insured with the landlord on all
relevant policies of insurance in respect of the Property occupied by it and
the insurers have waived subrogations rights against each such company.

         9.12     The Property is not nor has it been let or sub-let to a
third party by the Company.

         9.13     The replies given to the requisitions and rejoinders thereto
raised by the Purchaser and its advisers prior to the date hereof are true
and correct in all respects and not inaccurate or misleading in any respect.

         9.14     There are no actions pending or threatened in relation to
the Property.

         9.15     The leases provided in relation to the Property, copies of
which are annexed to the Disclosure Letter, constitute the entire agreement
relating to occupation by the Company of the Property and there are no other
agreements or arrangements (written or unwritten) relating to the occupation
by the company of the Property.

                                      47.
<PAGE>

         9.16     The sale and purchase of the Shares contemplated by this
Agreement does not give rise to any obligation to notify or procure the
consent of the holder of any other interest (including a superior interest)
in the Property and no failure to so notify or procure shall result in the
termination of any lease or tenancy relating to the Property.

         9.17     The buildings and other structures on the Property are in
good and substantial repair and fit for the purposes for which they are
presently used. The Property is not nor has been affected by structural or
other defects in the Property or in buildings thereon, or in any drains,
pipes, wires or services, or by flooding, mining activity, subsidence, rising
damp, wet or dry rot or any infestation. None of the following substances
have been used in the construction of the buildings and other structures on
the Property or in any additions or alterations thereto: high alumina cement
or concrete, asbestos, woodwool slabs, calcium silicate bricks or tiles,
calcium chloride cement, sea-washed or sea-dredged aggregates, or any other
materials whether considered by EOLAS - The Irish Science and Technology
Agency or any other such body to be, or are known to be, inadequate,
dangerous, unstable or otherwise inappropriate for building purposes. There
is no control waste, household waste, commercial waste, industrial waste,
toxic or any other deleterious or dangerous substances that have been or are
buried, lain or disposed of, over or under the Property.

         9.18     All agreements, covenants, restrictions or other matters to
which the Property is subject have been complied with and there are no claims
or disputes or outstanding orders or notices affecting the Property.

         9.19     The present use of the Property and all development carried
out on it complies fully with the Planning Acts and there are no outstanding
or onerous conditions attached to any planning permissions and no planning
permissions are personal, limited in time or open to any application for
review or appeal.

         9.20     Compliance has been made with all applicable Planning Laws
with respect to the Property and there is no outstanding unobserved or
unperformed obligation owed to, or necessary to comply with the requirements
(whether formal or informal) of, any competent authority exercising statutory
or delegated powers.

         9.21     (a)      The Property is directly served by all means of
access, services and other facilities necessary for its current use; and

                  (b)      there are no proposed schemes or orders affecting
any road or highway giving access to the Property or any circumstances likely
to lead to any such proposal, scheme or order which would adversely affect
the use or enjoyment of the Property.

         9.22     With respect to any leases, subleases, tenancies or rights
of occupation to which the Property is subject:

                  9.22.1   the Warrantors have provided the Purchaser with
particulars of any notices or other matters which may affect the Vendors or
which may involve the Vendors in any expenditure and the Disclosure Letter
contains all relevant details of the principal terms thereof; and

                                      48.
<PAGE>

                  9.22.2   in relation to the leases (which expression
includes any supplemental deeds or documents and also under leases under
which the Property is held) the Company has fully performed and observed all
of the covenants and conditions on the part of the tenant and there are no
notices relating to them nor are there any outstanding reviews, matters or
proceedings which have yet to be commenced or concluded.

         9.23     The Company has not entered into any agreement to acquire or
dispose of the Property or premises thereon or any interest therein which has
not been completed.

10.      AGREEMENTS

         10.1     ALL AGREEMENTS

         All contracts and agreements of the Company relating to the business
are valid and enforceable. Complete and accurate copies of these contracts
and agreements are annexed to the Disclosure Letter together with any
variations thereto and complete and accurate summaries of any oral contracts
and agreements with customers.

         10.2     VALIDITY OF AGREEMENTS

         No party with whom the Company has entered into any agreement or
arrangement has given any notice of its intention to terminate, or has
otherwise sought to repudiate or disclaim, the agreement or arrangement.

         10.3     NO BREACH

         Neither the Company nor any party with whom the Company has entered
into any agreement or arrangement is in breach or has committed a breach
under the agreement or arrangement. No matter exists which might give rise to
a breach of this type.

         10.4     MATERIAL AGREEMENTS

         The Company is not a party to and has no liability under any
material long term, onerous or unusual agreement, arrangement or obligation
including, without limitation:

                  10.4.1   any agreement, arrangement or obligation which was
entered into otherwise than in the ordinary and usual course of its business;

                  10.4.2   any agreement, arrangement or obligation which was
entered into otherwise than by way of a bargain at arm's length;

                  10.4.3   any sale or purchase option or similar agreement,
arrangement or obligation affecting any assets owned or used by the Company
or by which the Company is bound;

                  10.4.4   any agreement, arrangement or obligation which
cannot readily be fulfilled or performed by the Company on time or without
undue or unusual expenditure of money or effort; or

                                      49.

<PAGE>

                 10.4.5    any guarantee, comfort letter, long back
obligations, underwriting obligation or indemnity given by the Company (other
than guarantees given in the normal course of trading);

                 10.4.6    any agreement for the hire, rent, hire purchase or
purchase on deferred terms by the Company of any asset (other than the
Property) excluding hirings and leases for periods of less than one month and
agreements in respect of which the annual rental or payment does not exceed
IRL1000;

                 10.4.7    any agreement or arrangement under which any
person has authority to pledge the credit of the Company;

                 10.4.8    any loan capital or other indebtedness of the
Company which will become repayable or any security given by the Company
which will or may become enforceable by reason of the acquisition by the
Purchaser of the Shares;

                 10.4.9    any obligation on the part of the Company to pay
any royalty or other similar periodic sums in the nature of royalties;

                 10.4.10   any mortgage, charge, lien, encumbrance,
debenture or other security interest;

                 10.4.11   any option granted by the Company;

                 10.4.12   any power of attorney given by the Company.

         10.5    The Company is not a party to any agency, distribution,
marketing, purchasing, service, licensing or management agreement or
arrangement or any other agreement which cannot be terminated by the Company
on less than three months' notice without payment of compensation.

         10.6    Save with regard to bank borrowings which do not exceed the
overdraft or loan facilities (particulars of which have been disclosed in the
Disclosure Letter) available to the Company, the Company has no actual or
potential liability of any kind to any person or to any governmental or local
authority except in the normal course of the Company's business and the
Company has no bank accounts except as disclosed in the Disclosure Letter.

         10.7    AGENCY AGREEMENTS, JOINT VENTURES ETC

         Save as disclosed in the Disclosure Letters, the Company is not a
party to nor has it any liability under:

                 10.7.1    any agreement or arrangement whereby the Company
is a member of a joint venture, consortium, partnership or incorporated or
unincorporated association (other than bona fide trade associations);

                 10.7.2    any agreement or arrangement which restricts its
freedom to carry on its business in any part of the world in such manner as
it thinks fit;

                                      50.
<PAGE>

                 10.7.3    any distributorship, agency, or management
agreement or arrangement; or

                 10.7.4    any agreement or arrangement in respect of which:

                           (i)    particulars have been notified to the
Commission of the European Communities for an exemption under Article 85(3)
of the Treaty of Rome; or

                           (ii)   an application has been made to the
Commission of the European Communities for a negative clearance under Article
85 or 86 of the Treaty of Rome.

         10.8    GUARANTEES ETC

         Save as disclosed in the Accounts, there is not outstanding in
respect of any director or shadow director of the Company or any person
connected with any of them any guarantee, indemnity or suretyship given by or
for the benefit of the Company or any director or shadow director of the
Company or any person connected with any of them.

         10.9    LOANS ETC

         With the exception of the loans, quasi-loans, credit transactions,
debts and securities particulars of which are contained in the Disclosure
Letter, all of which have been entered into in compliance with all legal and
statutory requirements and conditions, there are:

                 10.9.1    no loans, quasi-loans or credit transactions made
by the Company to any of the Vendors or any director or shadow director of
the Company or any person connected with any of them;

                 10.9.2    no debts owing to the Company by any of the
Vendors or any director or shadow director of the Company or any person
connected with any of them;

                 10.9.3    no debts owing by the Company other than debts
which have arisen in the ordinary course of business; and

                 10.9.4    no securities for any such loans or debts as
aforesaid.

         10.10   CONTRACTS WITH VENDORS OR DIRECTORS ETC

         With the exception of the contracts and arrangements particulars of
which are contained in the Disclosure Letter, there are no existing contracts
or arrangements to which the Company is a party and in which any of the
Vendors or any director or shadow director of the Company or any Person
connected with any of them is interested, whether directly or indirectly.

         10.11   ARRANGEMENTS OR UNDERSTANDINGS

         There are not outstanding any arrangement or understandings (whether
legally binding or not) between the Company and any person who is a
shareholder, or the beneficial owner of any interest in, or any director or
shadow director of the Company or any person who is connected

                                      51.
<PAGE>

with any such director, or in any company in which the Company is interested,
or any person connected with any such person, relating to the management of
the Company's businesses, or the appointment or removal of directors of the
Company, or the ownership or transfer of ownership or the letting of any of
the assets of the Company, or the provision, supply or purchase of finance,
goods, services or other facilities to, by or from the Company, or otherwise
howsoever relating to its affairs.

         10.12   COMPETING BUSINESSES

         None of the Warrantors has any right or interest, direct or
indirect, in any business other than those now carried on by the Company
which are, or are likely to become, competitive with the business of the
Company or any proposed new business at the date hereof proposed by the
Company.

         10.13   WARRANTIES AND INDEMNITIES

         The Company has never at any time prior to Completion sold or
otherwise disposed of any shares or assets in circumstances such that it is,
or may be, still subject to any liability (whether contingent or otherwise)
under any representation, warranty or indemnity given or agreed to be given
on or in connection with such sales or disposal.

11.      TERMS OF TRADE AND BUSINESS

         11.1    CREDITORS

         The Company has paid its trade creditors in the normal course. No
debt owing by the Company has been due for more than 12 weeks.

         11.2    DEBTORS

         No debt shown in the Accounts or the accounting records of the
Company is overdue by more than three months or is the subject of an unusual
or factoring agreement.

         11.3    SUPPLIERS AND CUSTOMERS

                 11.3.1    Neither during the financial period of the
Company ended on the Accounting Date nor during the period commencing on the
Accounting Date and ending on the date of this Agreement has any person
(either individually or jointly with any other person) purchased the Company
more than five per cent of the aggregate amount of all purchases or sales
made by the Company during these periods.

                 11.3.2    During the 12 months ending on the date of this
Agreement no substantial customer or supplier of the Company has:

                           (i)    ceased, or indicated an intention to cease,
trading with or supplying the Company;

                                      52.
<PAGE>

                           (ii)   reduced, or indicated an intention to
reduce, substantially its trading with or supplies to the Company; or

                           (iii)  changed, or indicated an intention to
change, substantially the terms on which it is prepared to trade with or
supply the Company (other than normal price and quota changes).

         11.4    LICENCES, AUTHORISATIONS AND CONSENTS

                 11.4.1   The Company has obtained all material licences,
authorisations and consents required for the proper carrying on of its
business and all licences, authorisations and consents (short particulars of
which are set out in the Disclosure Letter) are valid and subsisting.

                 11.4.2   The Company is in material breach of any licences,
authorisations or consents and no circumstances exist which may result in any
of them may be revoked or not renewed, in whole or in part.

         11.5    COMPUTER RECORDS

         None of the records, systems, data or information of the Company are
recorded, stored, maintained, operated or otherwise wholly or partly
dependent on or held or accessible by any means (including, without
limitation, any electronic, mechanical or photographic process whether
computerised or not) which are not under the exclusive ownership and direct
control of the Company.

12.      EMPLOYEES

         12.1    GENERAL

                 12.1.1   There are in existence service agreements or
employment contracts with all officers and or employees of the Company. No
consultancy agreements or arrangements exist between the Company and any
third party.

                 12.1.2   There is not in existence any service agreement
with any officer or employee of the Company which cannot be terminated by
three months' notice or less without giving rise to any claim for damages or
compensation (other than a statutory redundancy payment or statutory
compensation for unfair dismissal) and the Company has not received notice of
resignation from any Key Employees and there are no commitments or
undertakings to any such persons other than as set forth in formal written
agreements or contracts already disclosed in writing to the Purchaser.

                 12.1.3   Full particulars axe contained in the Disclosure
Letter of:

                           (i)    the total number of employees (including
officers, consultants, part time employees and agency employees) of the
Company including those who are on maternity leave or absent on the grounds
of disability or other long term leave of absence, and have or may have a
statutory or contractual right to return to work with the Company; and

                                      53.
<PAGE>

                           (ii)   the names of all employees (including
officers, consultants, part time employees and agency employees) of the
Company, such names being set out in a list being split between permanent
employees, part-time employees and agency employees and having the following
headings and setting out the relevant details on each such employee under
such headings:

                                  (1)  employee names and addresses;

                                  (2)  salaries/wages and other benefits of
any kind;

                                  (3)  dates of birth/age;

                                  (4)  dates of commencement of employment;

                                  (5)  number of years continuous employment
(including previous employment where relevant);

                                  (6)  participation in benefit schemes (e.g.
VHI, pension scheme, share scheme etc);

                                  (7)  notice entitlements;

                                  (8)  grades/positions;

                                  (9)  holiday entitlement;

                                  (10) any other relevant terms;

         and where employee is continuously absent from work for in period in
excess of one month, the reason for the absence.

                 12.1.4    The basis of the remuneration payable to the
officers or employees of the Company is the same as that in force at the
Accounting Date and the Company is not obliged to increase and has not made
any provision to increase the aggregate annual remuneration payable to the
officers and employees by more than five percent.

                 12.1.5    There are no amounts owing to any present or former
officers or employees of the Company other than remuneration accrued due or
for disbursement of business expenses details of which are contained in the
Disclosure Letter.

                 12.1.6    There is no agreement or arrangement between the
Company and any officer or employee or former employee with respect to his
employment, his ceasing to be employed or his retirement which is not
included in the written terms of his employment or service or previous
employment or service (as the case may be).

                 12.1.7    The Company has maintained current and adequate
records regarding the service of each of its officers and employees
(including, without limitation, details of terms

                                      54.
<PAGE>

of employment, payments of sick pay, statutory maternity pay, disciplinary
and health and safety matters, income tax and social security contribution)
and termination of employment.

                 12.1.8    No officer or employee of the Company has given or
received notice terminating his or her employment.

                 12.1.9    No employee or officer of the Company is assigned
or employed wholly or mainly outside of Ireland.

                 12.1.10   No past employee has a right of return to work or
has or may have a right to be reinstated or re-engaged.

                 12.1.11   On or prior to Completion:

                           (i)    all pay related social insurance
contributions (both employer's and employees') due and payable by the Company
will have been duly paid;

                           (ii)   all amounts due to the Revenue
Commissioners in respect of deductions which have been made or which should
have been made by the Company in accordance with PAYE regulations from time
to time in force have been deducted and paid over so that the Company will
have no liability in respect thereof;

                           (iii)  all certificates relating to matters
referred to in this paragraph which by law are required to be given by
employers to employees (as defined) have been given to all employees of the
Company and are true and accurate in all material respects.

                 12.1.12   There are no schemes in operation by or in
relation to the Company whereunder any employee of the Company or any other
person whatsoever is entitled to a commission remuneration bonus or other
payment of any sort calculated by reference to the whole or any part of the
turnover profits or sales of the Company.

                 12.1.13   Every employee of the Company who should have been
treated as employed for tax purposes has been so treated.

                 12.1.14   The Company has incurred no liability:

                           (i)    for breach or termination or variation of
any service agreement with any of its officers or employees including,
without limitation, redundancy payments, protective awards, compensation for
wrongful dismissal or unfair dismissal or failure to comply with any order
for the reinstatement or re-engagement of any officer or employee; and

                           (ii)   for breach or termination of any
consultancy agreement.

                 12.1.15   There is no agreement or arrangement between the
Company and any of its employees or former employees with respect to past
and/or current redundancy payments;

                 12.1.16   The Company does not have in existence nor is it
proposing to introduce a sick pay scheme;

                                      55.
<PAGE>

                 12.1.17   The Company has not made or agreed to make any
payment to its employees on statutory maternity, adoptive or parental leave;

                 12.1.18   The Company does not pay nor is it proposing to
introduce payment of commission to any of its employees;

                 12.1.19   No employee is in receipt of or entitled to more
than 20 days holidays per calendar year;

                 12.1.20   Save as disclosed in the Disclosure Letter, there
is no agreement or arrangement between the Company and any of its employees
with respect to payment by the Company of any of its employee's medical
insurance/VHI/BUPA.

                 12.1.21   Save as disclosed in the Disclosure Letter, there
is no agreement or arrangement between the Company and any of its employees
or officers with respect to payment by the Company of a car allowance or
provision of a car to any of its employees or officers;

                 12.1.22   The Company is not liable to make payment to any
person pursuant to the Employment Equality Act, 1977, the Anti-Discrimination
(Pay) Act, 1974 or the Employment Equality Act, 1998.

         12.2    PAYMENTS ON TERMINATION

         Except as disclosed in the Accounts:

                 12.2.1    no liability has been incurred by the Company for
breach or termination of any service agreement or employment contract with
any of its employees including, without limitation, redundancy payments,
protective awards, compensation for wrongful dismissal or unfair dismissal or
failure to comply with any order for the reinstatement or re-engagement of
any employee;

                 12.2.2  no liability has been incurred by the Company for
breach or termination of any consultancy agreement or other contract for
services; and

                 12.2.3  the Company has not made or agreed to make any
payment and has not provided or agreed to provide any material benefit to any
present or former director or employee of the Company or any dependant of any
present or former director or employee in connection with the actual or
proposed termination or suspension of employment or variation of any service
agreement of any present or former director or employee.

         12.3    NON-ALLOWABLE PAYMENTS

         The Company has not made or agreed to make any payment to or
provided or agreed to provide any benefit for any present or former director
or employee which is not allowable as a deduction for the purposes of
Taxation.

         12.4    LIABILITIES FOR EMPLOYEES


                                      56.
<PAGE>

         The Company is not liable to pay any (save statutory) industrial
training levy nor has outstanding any undischarged liability to pay to any
governmental or regulatory authority in any jurisdiction any contribution,
Taxation or other impost arising in connection with the employment or engagement
of employees or directors by it.

         12.5    CLAIMS BY EMPLOYEES

         There are no claims pending or threatened against the Company:

                 12.5.1    by an employee or workman or third party, in
respect of an accident or injury which is not fully covered by insurance; or

                 12.5.2    by an employee or director in relation to his
terms and conditions of employment or appointment.

         12.6    COMPLIANCE WITH STATUTES

         The Company has in relation to each of its officers and employees
(and, so far as relevant, to each of its former officers and employees)
complied in all material respects with:

                 12.6.1    all obligations imposed by it by Article 119 of
the Treaty of Rome and all statutes, regulations and codes of conduct and
practice relevant to the relations between it and its employees or any trade
union, and has maintained current, adequate and suitable records regarding
the service of each of its employees;

                 12.6.2    all collective agreements, customs and practices
for the time being dealing with such relations or the conditions of service
of its employees;

                 12.6.3    all relevant orders and awards made under any
relevant statute, regulation or code of conduct or practice affecting the
conditions of service of its employees;

                 12.6.4    all obligations imposed by the European
Communities (Safeguarding of Employees' Rights on the Transfer of
Undertakings) Regulations, 1980 in relation to any sale, purchase or other
transfer coming within the terms of those Regulations; and

                 12.6.5    all obligations imposed by the Safety, Health and
Welfare at Work Act, 1989.

         12.7    INDUSTRIAL DISPUTES AND NEGOTIATIONS

         The Company is not involved in any industrial or trade dispute or
any dispute or negotiation regarding a claim of material importance with any
trade union or association of trade unions or organisation or body of
employees, and no facts or circumstances exist which might lead to any such
dispute and during the past two calendar years the Company has not had a
strike or lockout or any other labour dispute which has materially disrupted
its business.

         12.8    REDUNDANCIES AND TRANSFER OF BUSINESS


                                      57.
<PAGE>

         Within the period of one year ending on the date of this Agreement,
the Company has not:

                 12.8.1    given notice of any redundancies to its employees
and/or the Minister for Enterprise, Trade and Employment or started
consultations in respect of redundancies with any trade union; and

                 12.8.2    been a party to any relevant transfer within the
scope of the European Communities (Safeguarding of Employees' Rights on
Transfer of Undertakings) Regulations, 1980 and has not failed to comply with
any duty to inform and consult any trade union under those Regulations.

         12.9    TRADE UNIONS

         Full and complete details of all recognised trade unions and all
collective bargaining or procedural or other agreements or arrangements in
existence relating or relevant to any of the employees of the Company and of
the current state of any negotiations with any trade union staff association
or other organisation formed for a similar purpose which might affect the
terms and conditions of employment of any employees are set out in the
Disclosure Letter.

         12.10   INCENTIVE SCHEMES

         The Company does not have in existence nor is it proposing to
introduce any share incentive, share option, profit sharing, bonus or other
incentive, scheme for any of its consultants, officers or employees.

         12.11   TRAINING

         There is no training scheme, arrangement or proposal in existence at
the date of this Agreement in relation to the Company.

13.      LIABILITIES

         13.1    INDEBTEDNESS

         Except as disclosed in the Accounts or in the Disclosure Letter, the
Company has no outstanding and has not agreed to create or incur any loan
capital, borrowing or indebtedness in the nature of borrowing, including,
without limitation, any bank overdrafts, liabilities under acceptances or
acceptance credits.

         13.2    GUARANTEES AND INDEMNITIES

                 13.2.1    The Company is not a party to nor has any material
liability (including, without limitation, any contingent liability) under any
guarantee, indemnity, bond, facility or other agreement to secure, or
otherwise incur financial or other obligations with respect to, an obligation
of a third party.

                                      58.
<PAGE>

                 13.2.2    None of the loan capital, borrowings or
indebtedness in the nature of borrowing of the Company is dependent on the
guarantee or indemnity of, or any security provided by, a third party.

         13.3    EVENTS OF DEFAULT

         No event has occurred or been alleged which:

                 13.3.1    constitutes an event of default, or otherwise
gives rise to an obligation to repay, under any agreement relating to
borrowing or indebtedness in the nature of borrowing or which would lead to
any Encumbrance constituted or created in connection with any borrowing or
indebtedness in the nature of borrowing, guarantee or indemnity, or which
would lead to any other obligation of the Company, becoming enforceable;

                 13.3.2    would constitute such an event of default or would
lead to such security or obligation becoming enforceable with the giving of
notice or lapse of time or both; or

                 13.3.3    would, or would be likely to, give rise to an
obligation for the Company to repay any monetary compensatory amounts, export
refunds, intervention payments or other like subsidies.

         13.4    GRANTS

                 13.4.1    The Company is not under any liability to repay
any investment or other grant or subsidy made to it by any body; no
circumstances have arisen in which any such body would or might be entitled
to require repayment of, or refuse an application by the Company for, any
such grant or subsidy either in whole, or in part and neither the execution
nor performance of this Agreement will constitute such circumstances.

                 13.4.2    Full particulars of all agreements, claims, leases
and other arrangements between the Company and any other grant body are set
out in the Disclosure Letter.

         13.5    BORROWINGS

                 13.5.1    Full and accurate details of all loan, overdraft
and other financial facilities available to the Company are set out in the
Disclosure Letter and the Vendors have done nothing whereby they may be
prejudiced.

                 13.5.2    The total amount borrowed by the Company from each
of its bankers does not exceed its respective overdraft facility limits.

                 13.5.3    The total amount borrowed by the Company does not
exceed any limitation on the borrowing powers contained in the Articles of
Association of the Company or in any debenture or other deed or document or
agreement binding it.

                 13.5.4    The Company has no outstanding (nor has it agreed
to create or issue) loan capital nor has it factored any of its debts or
engaged in financing of a type which would not

                                      59.

<PAGE>

require to be shown or reflected in the Accounts and has not borrowed any money
which it has not repaid save for borrowings not exceeding the amounts shown in
the Accounts.

                 13.5.5    The Company has not since the Accounting Date
repaid or become liable to repay any loan or indebtedness in advance of its
stated date of maturity.

         13.6    CONTINUED AVAILABILITY OF FACILITIES

                 13.6.1    The Disclosure Letter sets out full and accurate
details of all acceptance credits, overdrafts, loan or other financial
facilities outstanding or available to the Company (together the
"Facilities") and there are attached to it accurate and complete copies of
all documents relating to the Facilities.

                 13.6.2    There has been no contravention of or
non-compliance with any of the provisions of such documents.

                 13.6.3    No steps for early repayment of any indebtedness
of the Company has been taken or threatened.

                 13.6.4    There have not been any circumstances, nor are
there existing circumstances whereby the continuation of any of the
Facilities might be prejudiced or which may give rise to any alteration in
the terms and conditions of any of the Facilities.

                 13.6.5    None of the Facilities is dependent on the
guarantee or indemnity of or any security provided by a third party.

                 13.6.6    As a result of the acquisition of the Shares by
the Purchaser or any other thing contemplated by this Agreement none of the
Facilities may be terminated or mature prior to its stated date of maturity.

14.      INSOLVENCY

         14.1    NO ORDER

         No order has been made or petition presented or resolution passed
for the winding up or dissolution of the Company or for the appointment of a
liquidator or examiner to the Company.

         14.2    NO RECEIVER

         No receiver has been appointed by any person of the whole or any pan
of the business or assets of the Company.

         14.3    NOT INSOLVENT

         The Company is not insolvent or unable to pay its debts.

         14.4    PAYMENTS OF DEBTS

         The Company has not stopped paying its debts as they fall due.

                                      60.
<PAGE>

         14.5    NO DISTRESS ETC

         No distress, execution or other process has been levied in respect
of any of the assets of the Company.

         14.6    COMPOSITION OR SCHEMES ETC

         No composition in satisfaction of the debts of the Company, or
scheme of arrangement of its affairs, or compromise, or arrangement between
it and its creditors or members or any class of its creditors or members, has
been proposed, sanctioned or approved.

         14.7    CRYSTALLISATION OF CHARGES

         No event has occurred causing, or which upon intervention or notice
by any third party may cause, any floating charge created by the Company to
crystallise or any charge created by it to become enforceable, nor has any
such crystallisation occurred or is such enforcement in process.

         14.8    RIGHTS OF THIRD PARTIES

         In relation to any property or assets held by the Company under any
hire purchase, conditional sale, chattel leasing or retention of title
agreement or otherwise belonging to a third party, no event has occurred
which entitles, or which upon intervention or notice by the third party may
entitle, the third party to repossess the property or assets concerning or
terminate the agreement or any licence in respect of the same.

15.      COMPETITION

         15.1    GENERAL

         There is not in existence in connection with the business of the
Company any agreement arrangement or practice which infringes or which has or
should have been registered under the Restrictive Practices Act, 1972 to 1987
(as amended) or which infringes or which has or should have been notified to
the Minister for Enterprise and Employment, the Competition Authority and/or
European Commission under the Mergers, Takeovers and Monopolies (Control)
Act, 1978 (as amended), the Competition Act, 1991 and/or Articles 85 or 86 of
the Treaty of Rome (or any regulations or directive made thereunder).

         15.2    UNDERTAKINGS AND ORDERS

         The Company has not given any undertaking or written assurance
(whether legally binding or not) to any governmental authority or any
authority of the European Communities under the Treaty of Rome or any other
statute or legal instrument of Ireland or any other country and the Company
is not affected by any order or regulations made by the Competition Authority
or by any decision made by the Commission of the European Communities.

         15.3    INVESTIGATIONS

                                      61.
<PAGE>

         The Company has not received any process notice or communication
formal or informal by or on behalf of the Ombudsman, the Director of Consumer
Affairs, the Competition Authority or the European Commission, or any
competition or governmental authority of Ireland or any other country,
relating to any aspect of the business of the Company, nor has any agreement,
arrangement or conduct (whether by omission or otherwise) of the Company been
the subject of an investigation, report or decision by any of the previously
named people or bodies.

         15.4    IRISH COMPETITION LAW

                 15.4.1    The Company is not nor has it been a party to, or
engaged in, any agreement, arrangement, decision, concerted practice or
activity which is prohibited by Section 4(1) of the Competition Act 1991.

                 15.4.2    The Company has not made any notification to the
Competition Authority requesting a licence pursuant to Section 4(2) of the
Competition Act 1991 or a certificate to Section 4(4) of the Competition Act
1991.

                 15.4.3    The Company has not committed, contrary to Section
5 of the Competition Act 1991, any abuse, either alone or jointly with any
other undertaking, of a dominant position within the State or a substantial
part of the State.

16.      PENSIONS AND OTHER BENEFITS

         16.1    Save as disclosed in the Disclosure Letter there is not in
operation, and no proposal has been announced to enter into or establish, any
agreement, arrangement, custom or practice (whether legally enforceable) for
the payment of, or payment of any contributions towards, any pensions,
allowances, lump sum or other like benefits on retirement, death, termination
of employment (whether voluntary or not) or during periods of sickness or
disablement, for the benefit of any Employee or for the benefit of the
dependent of any Employee.

17.      LITIGATION AND COMPLIANCE WITH LAW

         17.1    LITIGATION

                 17.1.1    Neither the Company nor any person for whose acts
or defaults the Company may be vicariously liable is involved, or has at any
time ending on the date of this Agreement been involved, in any civil,
criminal, arbitration or other proceedings and no civil, criminal,
arbitration or other proceedings are pending, or threatened, by or against
the Company or any person for whose acts or defaults the Company may be
vicariously liable.

                 17.1.2    No fact or circumstance exists which is likely to
give rise to any civil, criminal, arbitration or other proceedings involving
the Company or any person for whose acts or defaults the Company may be
vicariously liable.

                 17.1.3    There is no outstanding judgement, order, decree,
arbitral award or decision of any court, tribunal, arbitrator or governmental
agency against the Company or any person for whose acts or defaults the
Company may be vicariously Liable.

                                      62.
<PAGE>

         17.2    COMPLIANCE WITH LAW

         The Company has conducted its business in all material respects in
accordance with all applicable legal requirements in Ireland and elsewhere.

         17.3    DEFECTIVE PRODUCTS/SERVICES

         The Company has not manufactured, imported, sold or supplied
products or supplied services which are or were, or will become, in any
material respect faulty or defective which do not comply in any material
respect with any warranties or representations expressly or impliedly made by
the Company, or with all applicable laws, regulations, standards and
requirements.

         17.4    INVESTIGATIONS

         There have been and are no governmental or other investigations or
enquiries or disciplinary proceedings concerning the Company; none are
pending or threatened.

         17.5    DIRECTORS AND OTHER OFFICERS

                 17.5.1    None of the persons who at present is, or who at
any time within the last three years was, a director or officer of the
Company is, or at any material time was, ineligible to be a director by
reason of the Companies Act, 1963 to 1999.

                 17.5.2    None of the directors or other officers of the
Company has been declared by a court to be a person to whom Chapter I of part
IV of the 1990 Act applies, nor has any person been or is an auditor,
director or other officer in any way, whether directly or indirectly,
concerned or taken part in the promotion, formation or management of the
Company in breach of Section 160 of the 1990 Act.

                 17.5.3    The only directors and other officers of the
Company are the persons whose names are listed in Schedule 2 and no person is
or has been a shadow director (within the meaning of section 27 of the 1990
Act) of the Company.

         17.6    UNLAWFUL PAYMENTS

         The Company and no person for whose acts or defaults the Company may
be vicariously liable has:

                 17.6.1    induced any person to enter into any agreement or
arrangement with the Company by means of any unlawful or immoral payment,
contribution, gift, or other inducement;

                 17.6.2    offered or made any unlawful or immoral payment,
contribution, gift or other inducement to any government official or
employee; or

                 17.6.3    directly or indirectly made any unlawful
contribution to any political activity.

                                      63.
<PAGE>

         17.7    GENERAL

                 17.7.1    All appropriate returns and an relevant
reformation have been supplied by the Company to the Revenue Commissioners,
the Department of Health, the Department of Social Welfare, the Department of
Enterprise and Employment and all other relevant governmental, regulatory,
municipal and local authorities (in any country of the world) in connection
with the business of the Company and the same were and are complete tree and
accurate in all material respects.

                 17.7.2    Full details of all present negotiations with and
investigations and enquiries by any of the public authorities referred to in
the immediately preceding paragraph concerning any material liability (or
alleged liability) actual or contingent of or any material act or omission of
the Company (or any officer, employee or agent of the Company in such
capacity) have been disclosed to the Purchaser and in respect of all such
negotiations, investigations and enquiries full and frank disclosure of all
material facts was made to such public authorities concerned and all
information supplied to them was true and accurate in all respects and there
were and are no circumstances which would render any such information
inaccurate untrue or misleading in any respect.

18.      CONSTITUTION, REGISTERS AND RETURNS

         18.1    CONSTITUTION

         The Company has at all times carried on its business and affairs in
all material respects in accordance with its memorandum and articles of
association or other relevant organisational and governance document for the
time being and the copy of the memorandum and articles of association or
other relevant organisational and governance document of the Company
delivered by the Warrantor to the Purchaser is true and complete and, in the
case of such memorandum and articles of association, has embodied therein or
annexed thereto a copy of every such resolution as is referred to in sections
143(2) of the Companies Act, 1963.

         18.2    REGISTERS, MINUTE BOOKS AND STATUTORY BOOKS

         All registers, minute books and other statutory books required to be
kept by the Company pursuant to the Companies Act, 1963 to 1999 have been
properly kept, contain a true, complete and accurate record of the matters
with which they should deal and no notice or allegation has been received
that any of them is incorrect or should be rectified.

         18.3    OTHER RECORD

                 18.3.1    The Company has maintained proper records of its
activities including all requisite books of account (reflecting in accordance
with generally accepted accounting principles all the financial transactions
of the Company or to which it has been a party), minute books, registers and
records, all of which are up-to-date, complete and accurate in all respects
and these and all other deeds and documents (properly stamped where
necessary) belonging to the Company and its seals are and at Completion will
be in the possession of the Company.

                                      64.
<PAGE>

                 18.3.2    The Company does not have any of its records,
systems, controls, data or information recorded, stored, maintained, operated
or otherwise dependent upon or held by any means (including any electronic,
mechanical or photographic process, whether computerised or not) which
(including all means of access thereto and therefrom and use thereof) are not
under the exclusive ownership and direct control of the Company.

                 18.3.3    There has been no breach of any service or
maintenance contract relevant to any such electronic, mechanical or
photographic process or equipment of or used by the Company whereby any
person or body providing services or maintenance thereunder may have the
right to terminate such service or maintenance contract.

         18.4    RETURNS

         All returns, particulars, resolutions and other documents required
to be delivered by the Company to the Companies Registration Office
including, without limitation, in respect of all charges granted by the
Company, relevant companies registers or any governmental authority have been
in all material aspects properly and correctly prepared and so delivered.

         18.5    POWERS OF ATTORNEY AND AUTHORITIES

         There is no power of attorney given by the Company in force and no
outstanding authority by which any person may enter into any agreement,
arrangement or obligation to do anything on behalf of the Company (other than
any authority of its employees and directors to enter into agreements in the
ordinary and usual course of their duties).

         18.6    COMPLIANCE WITH 1990 ACT

The Company has not:

                 18.6.1    had its affairs investigated pursuant to section
7, 8 or 9 of the 1990 Act, nor has there been any investigation of the
ownership of the shares of the Company pursuant to section 14 or request
pursuant to section 15 of the 1990 Act, nor has there been a direction made
under section 16 of the 1990 Act nor an investigation pursuant to section 66
of the 1990 Act;

                 18.6.2    entered into any arrangement in breach of section
28 or 29 of the 1990 Act;

                 18.6.3    made any loans or quasi-loans (within the meaning
of section 25 of the 1990 Act), entered into any credit transactions as
creditor or entered into any guarantee or indemnity or provided any security
in connection with a loan, quasi-loan or credit transaction in breach of
section 31 of the 1990 Act;

                 18.6.4    been related and is not related to any other
company for the purpose of section 140 of the 1990 Act and is not and will
not at any time be liable to be subject to an order made under that section
by virtue of any act (whether of commission or omission) that occurred prior
to Completion;

                                      65.
<PAGE>

                 18.6.5    had a notice served on it by its auditors pursuant
to section 185 or 194 of the 1990 Act;

                 18.6.6    been struck off and subsequently restored to the
register pursuant to section 31lA of the 1963 Act; or

                 18.6.7    purchased or redeemed its own shares or those of
its holding company or created treasury shares pursuant to part XI of the
1990 Act.

19.      BROKERAGE OR COMMISSIONS

         No one is entitled to receive from the Company any finder's fee
brokerage or commission m connection with this Agreement or anything
contained in it.

20.      ENVIRONMENT

         20.1    INTERPRETATION In this warranty 20:

         "ENVIRONMENT" includes any land (including, without limitation,
soil, surface land and sub surface strata, sea bed or river bed under any
water as referred to below and any natural or man made structures), any
waters (including, without limitation, coastal and inland waters, surface
waters, ground waters and water in pipes, drains or other conduits) and air
(including, without limitation, air within buildings and other natural or man
made structures above or below ground).

         "ENVIRONMENTAL LAWS" means all laws (whether criminal, civil or
administrative) including common law, statutes, statutory instruments,
directives, regulations, by-laws, orders, codes, judgements and other legal
measures having the force of law in Ireland concerning Environmental Matters
and protection of the Environment (as hereinafter defined) including, without
limitation, the Public Health (Ireland) Act, 1878, the Air Pollution Act,
1987, the Local Government (Water Pollution) Acts, 1977 and 1990, the
Fisheries Acts, 1959 to 1991, the Dangerous Substances Acts, 1972 and 1979,
the Litter Act, 1982, the Safety, Health and Welfare at Work Act, 1989, the
Safety in Industry Act 1980, the Factories Act, 1955, the Local Government
(Planning and Development) Acts, 1963-1992, the Environmental Protection
Agency Act 1992, the European Communities Act, 1972 and all regulations,
by-laws, orders, decisions or codes made thereunder.

         "ENVIRONMENTAL LICENCES" means any permit, licence, approval,
consent, registration or other authorisation required by or pursuant to any
applicable Environmental Laws or relating to Environmental Matters.

         "ENVIRONMENTAL MATTERS" means any matter arising out of, relating
to, or resulting from pollution, contamination, protection of the
Environment, human health or safety (including health and safety of
employees), health and safety of animal and plant life, sanitation and any
matters relating to actual or threatened emissions, discharges,
disseminations, releases of Hazardous Materials into the Environment or
otherwise arising out of, or relating to, or resulting from the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials.

                                      66.
<PAGE>

         "HAZARDOUS MATERIALS" means any pollutants, contaminants,
radioactive, explosive, oxidising, flammable, toxic, harmful, corrosive,
irritant, dangerous, hazardous, infectious, carcinogenic, teratongenic,
etiologic or mutagenic substances, materials, constituents, chemicals,
preparations or wastes (including without limitation, petroleum or any
by-products or fractions thereof, any form of natural gas, asbestos and
asbestos containing materials, or any derivations thereof, polychlorinated
biphenyls ("PCBs") and PCB-containing equipment, radon or other radioactive
elements, pesticides and defoliants) or any other meanings ascribed to such
terms by any Environmental Laws.

         20.2    The Company has never, and no third party has ever, used,
generated, manufactured, treated, stored, emitted, released, discharged or
disposed of on, under or about the Property, or transported to or from the
Property, any Hazardous Materials other than Hazardous Materials which are
(1) used by the Company in its ordinary day-to-day business and (2) likely to
be seen on a visual inspection of the Property.

         20.3    The Property and the material used in the construction of
the Property do not contain and are free of all contamination arising from,
relating to, or resulting from, Hazardous Materials.

         20.4    The Company has not received any notification or claim (1)
orally or in writing from a local authority or (2) in writing from the
occupier or owner of any premises adjoining any part of the Property of, and
the Warrantor is not aware of any public meeting having been held in relation
to, any alleged discharge or emission on or from the Property of anything
alleged to be Hazardous Material.

         20.5    The Company has not received any notification or claim (1)
orally or in writing from a local authority or (2) in writing from the
occupier or owner of any premises adjoining any part of the Property
alleging, and the Warrantor is not aware of any public meeting having been
held at which it was allege, that

                 20.5.1    the existence of any underground or aboveground
storage tanks or containers, incinerators or surface impoundments at, on, or
about, under or within any of the Property or the removal of any of the same
from the Property constituted a breach of Environmental Laws; or

                 20.5.2    the Company is a potentially responsible person or
otherwise liable in connection with any waste disposal site allegedly
containing any Hazardous Materials, or other location used for the disposal
of any Hazardous Materials; or

                 20.5.3    the Company was in violation of any Environmental
Laws or was required to perform any remedial activity or other responsive
action in connection with any Environmental Matter.

         20.6    All, if any, Hazardous Materials resulting from the
Company's operations are transported from the Property and disposed of to the
extent required by law.

         20.7    The Company has operated at all times and is in compliance
in all respects with Environmental Laws, including all limitations,
restrictions, conditions, standards, prohibitions,

                                      67.
<PAGE>

requirements, obligations, schedules and timetables contained in all applicable
Environmental Laws.

         20.8    All Environmental Licences applicable to the Company are in
full force and effect, except for those Environmental Licences, the absence
of which would not affect the ability of the Company to conduct its business
and the Company has made all appropriate filings for issuance or renewal of
such Environmental Licences and no expenditure is required to be spent to
ensure compliance with any Environmental Licences (including any improvement
programmes) over the next three years.

         20.9    The Company has obtained all Environment Licences requisite
for its operations and activities and has not been and is not in breach of
such Environmental Licences or any conditions of same. No work or other
investment are or will be necessary to secure compliance with, or to maintain
or obtain, any Environmental Licences and there are no facts or circumstances
indicating that any Environmental Licences would or might lapse or be
revoked, suspended, cancelled, varied or not renewed.

         20.10   The Warrantor is not aware of any breach of any
Environmental Laws or any Environmental Licences (or the conditions of same)
by any third party (including, without limitation, any employees, servants,
agents or contractors of the Company) or any other circumstances relating to
Environmental Matters, which has resulted or could result in damage or injury
to the Property or damage or injury to persons present from time to time on
the Property or to the Environment generally arising from the Property.

         20.11   There is no contamination of any groundwater underneath or
in the vicinity of the Property and no remedial action in relation to such
groundwater has been carried out at or in respect of contamination on or
arising from the Property.

         20.12   With respect to land in the previous ownership or use of the
Company, the Company has caused no pollution or environmental damage on such
land or the surrounding area and there is no obligation on the Company to
clean up such land, nor any pending or threatened action with respect to
environmental damage on or arising from such land.

         20.13 There are annexed to the Disclosure Letter accurate and
complete copies of any environmental audit reports relating to the Property
and copies of all sampling and test results obtained from all environmental
and/or health samples and tests taken at and around the Property, including
any obtained or taken in anticipation or as part of the transaction
contemplated by the Agreement.

         20.14   There have been no breaches of or liabilities caused or
permitted to arise under any applicable Environmental Laws and there are no
matters whatsoever which have given rise to or are likely to or may give rise
to any claims, actions or obligations whether in nuisance, trespass,
negligence or specifically under the rule in Rylands v Fletcher, or under any
other agreement, legal duty or obligation concerning contamination,
decontamination or other remediation of the Property or land adjoining or in
the vicinity of the Property, or concerning employee or third party exposure
to any product, material, substance, waste, air or noise emission, hazard or
contamination whatsoever.

                                      68.
<PAGE>

21.      GENERAL

         21.1    No sums are owing by the Company to its auditors, solicitors
or other professional advisers except in the ordinary course of business.

         21.2    There are no loans owing to the Company by any of its
directors.

         21.3    Neither the Company nor any of its officers, employees or
agents nor other person acting on its behalf has ever directly or indirectly
given or agreed to give any gift or similar benefit to any customer,
supplier, governmental employee or other person who is or may be in a
position to help or hinder its business or assist it in connection with any
actual or proposed transaction.

         21.4    Except as disclosed in the Disclosure Letter the Company is
not a member of any trade association and in respect of any trade associates
which have been disclosed has complied with all its obligations `as a member
thereof and all codes of practice promulgated by such association.

22.      YEAR 2000 AND EURO

         22.1    SYSTEMS COMPLIANCE

         All hardware and software owned or used by the Company as of
Completion and all other procedures (whether automated or not) (the
"Systems") are or will be EMU Compliant.

         For the purposes of this warranty:

         "EMU Compliant" means that during and after the introduction of any
new currency in connection with European Economic and Monetary Union:

                 22.1.1    all functions (including, without limitation, the
input, processing and presentation of financial data) currently performed or
capable of being performed by the Systems are capable of being performed in,
and in relation to, both any existing currency and any new currency so
introduced, as accurately and efficiently as before such introduction and
without interruption or adverse change to efficiency or user operation and
without incurring additional costs;

                 22.1.2    the Systems will enable compliance with all legal
requirements under legislation enacted at the date of this agreement
(irrespective of the time from which such requirements come into force)
applicable to any such new currency in any jurisdiction (including, without
limitation, Council Regulation (EC) No. 1103/97); and

                 22.1.3    the Systems will display and incorporate in all
relevant forms, screen layouts and printouts all symbols and codes currently
adopted by any government or any other European Union body in relation to any
such new currency.

         22.2    YEAR 2000 COMPLIANCE FOR PRODUCTS AND SERVICES


                                      69.

<PAGE>

                 22.2.1    All of the product and/or service(s) offered by
the Company (the "Services"), any and all enhancements, upgrades,
customisations, modifications, maintenance and the like, are, as of the date
of this agreement, Year 2000 Compliant and EMU Compliant. If the Company is
obliged to repair or replace any Products or Services previously provided by
the Company that were not Year 2000 Compliant in order to meet the Company's
contractual obligations, to avoid injury or liability, to avoid
misrepresentation claims or due to other obligations, either (i) the Company
has repaired or replaced those Products and Services so that those Products
and Services are Year 2000 Compliant, or (ii) the Company has a plan to
repair or replace those Products or Services so that those Products and
Services are Year 2000 Compliant, and such plan is fully funded on the
Company's books, all as fully described in the Disclosure Letter.

                 22.2.2    The Company is not subject to any pending or
threatened regulatory action, proceeding or investigation concerning the Year
2000 Compliance of the Company's Products, Services or operations, and, to
the knowledge of the Warrantor, there is no basis for any such regulatory
action, investigation or proceeding. The Company is in compliance with all
applicable regulatory rules, regulations and requirements in regards to the
Year 2000 Compliance of the Company's Products, Services and operations. No
claim that any of the Company's Products or Services are not Year 2000
Compliant, including product liability claims, has been asserted or
threatened, and, to the Company's knowledge after a reasonably diligent
investigation, there is no basis for any such claim or action.

                 22.2.3    The Warrantor has furnished the Purchaser with
true, correct and complete copies of any customer agreements or other
materials in which the Company has furnished (or could be deemed to have
furnished) assurances as to the Year 2000 Compliance of the Company's
Products or Services, including any responses to surveys or requests for
certification of Year 2000 Compliance and letters of assurance to customers.

                 22.2.4    The Products and the Services will be capable of
supporting the "Euro", in accordance with the specification set out in the
Disclosure Letter, as an additional and/or main currency and/or complying
with any relevant legislative changes without any financial outlay or
disruption to the Products or the Services and the user's system.

                 22.2.5    All vendors of products or services to the
Company, and their respective products, services and operations used by the
Company, are Year 2000 Compliant, and, to the knowledge of the Warrantor,
each such vendor will continue to furnish its products or services to the
Company, without interruption or material delay, on and after January 1,
2000. The Company has either (i) entered into appropriate agreements with
each such vendor certifying that all hardware, software or firmware, and any
other products and services furnished by such vendor, including any all
enhancements, upgrades, customisations, modifications, maintenance and the
like, are Year 2000 Compliant, or (ii) the Company has a plan to enter into
such appropriate agreements, all as fully described in the Disclosure Letter.

                 22.2.6    The Warrantor has furnished the Purchaser with a
true, correct and complete copy of any internal investigations, memoranda,
budget plans, forecasts or reports concerning the Year 2000 Compliance of the
products, services, operations, systems, supplies, and facilities of the
Company and the Company's vendors.

                                      70.
<PAGE>

                 22.2.7    As used in this clause 22.2, "Year 2000 Compliant"
means that (1) the products, services, and other item(s) at issue accurately
process, provide and/or receive all date/time data (including calculating,
comparing, and sequencing) within, from, into, and between centuries
(including the twentieth and twenty-first centuries and the years 1999 and
2000), including leap year calculations; (2) neither the performance nor the
functionality nor the Company's provision of the products, services, and
other item(s) at issue will be affected by any dates/times prior to, on,
after, or spanning 1st January, 2000; and (3) the design of the products,
services, and other item(s) at issue to ensure compliance with the foregoing
warranties and representations includes proper date/time darn century
recognition and recognition of 1999 and 2000, calculations that accommodate
single century and multi-century formulae and date/time values before, on,
after, and spanning 1st January, 2000, and date/time date interface values
that reflect the century, 1999 and 2000. In particular, but without
limitation, (i) no value for current date/time will cause any error,
interruption, or decreased performance in or for such product(s), service(s),
and other item(s), (ii) all manipulations of date and time related data
(including calculating, comparing, sequencing, processing, and outputting)
will produce correct results for all valid dates and times, when used
independently or in combination with other products, services, and/or items,
(iii) date/time elements in interfaces and data storage will specify the
century to eliminate date ambiguity without human intervention, including
leap year calculations, (iv) where any date/time element is represented
without a century, the correct century will be unambiguous for all
manipulations involving that element, (v) authorisation codes, passwords, and
zaps (purge functions) will function normally and in the same manner during,
prior to, on, and after 1st January, 2000, including the manner in which they
function with respect to expiration dates and CPU serial numbers, and (vi)
the Company's supply of the product(s), service(s), and other item(s) will
not be interrupted, delayed, decreased, or otherwise affected by the advent
of the year 2000.

                                      71.
<PAGE>

                                   SCHEDULE 5

                                  THE PROPERTY

<TABLE>
<CAPTION>
DESCRIPTION                                      EXISTING USE
-------------------------------------------      ---------------------------------
<S>                                              <C>
1,170 square feet on ground floor, Galway        Computer software development
Business Park Upper Newcastle Road, Galaway

</TABLE>

<TABLE>
<CAPTION>
DETAILS OF LEASE (DATE AND PARTIES)      DURATION       CURRENT RENT A YEAR AND
                                                        RENT REVIEW DATE(S)
-----------------------------------      ----------     ------------------------
<S>                                      <C>            <C>
1st October 1999                         15 months      IRL11,700
                                                        per annum
Aimware Limited
The Company
</TABLE>


                                      72.
<PAGE>

                                   SCHEDULE 6

                     VENDORS' REPRESENTATIONS AND WARRANTIES

1.       Each Vendor in relation to the Consideration Shares hereby, severally
         and not jointly, represents and warrants to the Company as follows:

         (a)      INVESTMENT REPRESENTATIONS.
                  In connection with the acquisition by way of exchange of the
                  Consideration Shares under this Agreement, each Purchaser
                  makes the following representations:

                  (1)      This Agreement is made with each Vendor identified on
                           Schedule 1 of the Agreement as a Regulation S
                           Purchaser ("Regulation S Purchaser") in reliance upon
                           such Regulation S Purchaser's representation to the
                           Company, which by such Regulation S Purchaser's
                           execution of this Agreement such Purchaser hereby
                           confirms, that the Consideration Shares to be
                           purchased by such Regulation S Purchaser
                           (collectively, the "Regulation S Securities" or the
                           "Securities") and the related Conversion Stock will
                           be acquired for investment for such Regulation S
                           Purchaser's own account, not as a nominee or agent,
                           and not with a view to the resale or distribution of
                           any part thereof in the United States or to a United
                           States resident, and that such Regulation S Purchaser
                           has no present intention of selling, granting any
                           participation in, or otherwise distributing the same.
                           By executing this Agreement, each Regulation S
                           Purchaser further represents that such Regulation S
                           Purchaser does not have any contract undertaking,
                           agreement or arrangement with any person to sell,
                           transfer or grant participations to such person or to
                           any third person in the United States or to a United
                           States resident, or any hedging transaction with any
                           third person in the United States or to a United
                           States resident, with respect to any of the
                           Regulation S Securities.

                  (2)      Each Regulation S Purchaser understands that (i) the
                           Consideration Shares to be acquired, by way of
                           exchange, under this Agreement (and any related
                           Conversion Stock) have not and at the time of
                           issuance may not be, registered under the Securities
                           Act of 1933, as amended (the "Securities Act") on the
                           ground that the acquisition provided for in this
                           Agreement is exempt from registration under the
                           Securities Act pursuant to Regulation S thereof, and
                           that the Company's reliance on such exemption is
                           predicated on the Regulation S Purchasers'
                           representations set forth herein, that such
                           securities must be held by each Regulation S
                           Purchaser must, therefore, bear the economic risk of
                           such investment, until a subsequent disposition
                           thereof is registered under the Securities Act or is
                           exempt from such registration; and (ii) each
                           certificate representing such shares will be endorsed
                           with the following legends:


                                      73.
<PAGE>

                           A.       "THE SECURITIES REPRESENTED HEREBY HAVE BEEN
                                    ACQUIRED PURSUANT TO REGULATION S OF THE
                                    SECURITIES ACT OF 1933, AS AMENDED (THE
                                    `ACT'), AND MAY NOT BE SOLD, MORTGAGED,
                                    PLEDGED, HYPOTHECATED OR OTHERWISE
                                    TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.
                                    IN ADDITION, NO HEDGING TRANSACTION MAY BE
                                    CONDUCTED WITH RESPECT TO THESE SECURITIES
                                    UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE
                                    WITH THE ACT."

                  (3)      Each Regulation S Purchaser represents that he is
                           experienced in evaluating and investing in securities
                           of companies in the early stages of product
                           production and acknowledges that he is able to fend
                           for himself, herself or itself, can bear the economic
                           risk of such Regulation S Purchaser's investment, and
                           has such knowledge and experience in financial and
                           business matters that such Regulation S Purchaser is
                           capable of evaluating the merits and risks of the
                           investment in the Shares. If other than an
                           individual, Regulation S Purchaser also represents
                           that such Regulation S Purchaser has not been
                           organized for the purpose of acquiring the Shares.

                  (4)      Each Regulation S Purchaser, as to such Regulation S
                           Purchaser, severally and not jointly, further
                           represents to the Company that such Regulation S
                           Purchaser is a Qualified Regulation S Purchaser. The
                           term "Qualified Regulation S Purchaser" as used
                           herein refers to a person or entity who is not a U.S.
                           person, as such term is defined in Rule 902
                           promulgated under the Securities Act.

         2.       For the purposes of Clause 2 (a) below each Vendor is defined
                  as a "Holder" and Aerogen, Inc. is defined as the "Company".

                  "MARKET STAND-OFF" Agreement; Agreement to Furnish Information

                  Each holder hereby agrees that such Holder shall not sell,
                  transfer, make any short sale of, grant any option for the
                  purchase of, or enter into any hedging or similar transaction
                  with the same economic effect as a sale, any (or other
                  securities) of Aerogen, Inc. held by such Holder (other than
                  those included in the registration) for a period specified by
                  the representative of the underwriters of Common Stock (or
                  other securities) of the Company not to exceed one hundred and
                  eighty (180) days following the effective date of a
                  registration statement of the Company filed under the
                  Securities Act.

                  Each Holder agrees to execute and deliver such other
                  agreements as may be reasonably requested by the Company or
                  the underwriter which axe consistent with the foregoing or
                  which are necessary to give further effect thereto. In
                  addition, if requested by the Company or the representative of
                  the underwriters of common stock (or other securities) of the
                  Company, each Holder shall provide,


                                      74.
<PAGE>

                  within ten (10) days of such request, such information as may
                  be required by the Company or such representative in
                  connection with the completion of any public offering of the
                  Company's securities pursuant to a registration statement
                  filed under the Securities Act. The obligations described in
                  this Section shall not apply to a registration relating solely
                  to employee benefit plans on Form S-1 or Form S-8 or similar
                  forms that may be promulgated in the future, or a registration
                  relating solely to a Commission Rule 145 transaction on Form
                  S-4 or similar forms that may be promulgated in the future.
                  The Company may impose stop-transfer instructions with respect
                  to the shares of common stock (or other securities) subject to
                  the foregoing restriction until the end of said one hundred
                  and eighty (180) day period. Each Holder agrees that any
                  transferee of any shares of capital stock shall be bound by
                  this clause. The underwriters of the Company's stock are
                  intended third party beneficiaries of this clause and shall
                  have the right, power and authority to enforce the provisions
                  hereof as though they were a party hereto.


                                      75.
<PAGE>

                                   SCHEDULE 7

                            JOINT ESCROW INSTRUCTIONS

Secretary,
AEROGEN, Inc,
1310 Orleans Drive,
Sunnyvale,
California 94089,
States of America.

Ladies and Gentlemen:

As Escrow Agent for both Aerogen, Inc. a Delaware corporation ("Corporation")
and John Power ("Purchaser"), you are hereby authorized and directed to hold the
documents delivered to you pursuant to the terms of that certain Share
Acquisition/Exchange Agreement dated as of 25th May, 2000 ("Agreement"), to
which a copy of these Joint Escrow Instructions is attached as Schedule 7 in
accordance with the following instructions: In the event Corporation or an
assignee shall elect to exercise the Repurchase Option set forth in the
Agreement, the Corporation or its assignee will give to Purchaser and you a
written notice specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing thereunder at the principal office of
the Corporation. Purchaser and the Corporation hereby irrevocably authorize and
direct you to close the transaction contemplated by such notice in accordance
with the terms of said notice.

1.       At the closing, you are directed (a) to date the stock assignments
         necessary for the transfer in question, (b) to fill in the number of
         shares being transferred, and (c) to deliver the same, together with
         the certificate evidencing the shares of stock to be transferred, to
         the Corporation against the simultaneous delivery to you of the
         purchase price (which may include suitable acknowledgement of
         cancellation of indebtedness) for the number of shares of stock being
         purchased pursuant to the exercise of the Repurchase Option.

2.       Purchaser irrevocably authorizes the Corporation to deposit with you
         any certificates evidencing shares of stock to be held by you hereunder
         and any additions and substitutions to said shares as specified in the
         Agreement. Purchaser does hereby irrevocably constitute and appoint you
         as his attorney in fact and agent for the term of this escrow to
         execute with respect to such securities all documents necessary or
         appropriate to make such securities negotiable and complete any
         transaction herein contemplated, including but not limited to any
         appropriate filing with state or government officials or bank
         officials. Subject to the provisions of this paragraph 3, Purchaser
         shall exercise all rights and privileges of a shareholder of the
         Corporation while the stock is held by you.

3.       This escrow shall terminate upon the exercise in full or expiration of
         the Repurchase Option, whichever occurs first.

4.       If at the time of termination of this escrow you should have in your
         possession any documents, securities, or other property belonging to
         Purchaser, you shall deliver all of


                                      76.
<PAGE>

         the same to Purchaser and shall be discharged of all further
         obligations hereunder; provided, however, that if at the time of
         termination of this escrow you are advised by the Corporation that any
         property subject to this escrow is the subject of a pledge or other
         security agreement, you shall deliver all such property to the
         pledgeholder or other person designated by the Corporation.

5.       Except as otherwise provided in these Joint Escrow Instructions, your
         duties hereunder may be altered, amended, modified or revoked only by a
         writing signed by all of the parties hereto.

6.       You shall be obligated only for the performance of such duties as are
         specifically set forth herein and may rely and shall be protected in
         relying or refraining from acting on any instrument reasonably believed
         by you to be genuine and to have been signed or presented by the proper
         party or parties. You shall not be personally liable for any act you
         may do or omit to do hereunder as Escrow Agent or as attorney in fact
         for Purchaser while acting in good faith and in the exercise of your
         own good judgement, and any act done or omitted by you pursuant to the
         advice of your own attorneys shall be conclusive evidence of such good
         faith.

7.       You are hereby expressly authorized to disregard any and all warnings
         given by any of the parties hereto or by any other person or
         corporation, excepting only orders or process of courts of law, and are
         hereby expressly authorized to comply with and obey orders, judgements
         or decrees of any court. In case you obey or comply with any such
         order, judgement or decree of any court, you shall not be liable to any
         of the parties hereto or to any other person, firm or corporation by
         reason of such compliance, notwithstanding any such order, judgement or
         decree being subsequently reversed, modified, annulled, set aside,
         vacated or found to have been entered without jurisdiction.

8.       You shall not be liable in any respect on account of the identity,
         authorities or rights of the parties executing or delivering or
         purporting to execute or deliver the Agreement or any documents or
         papers deposited or called for hereunder.

9.       You shall not be liable for the outlawing of any rights under any
         statute of limitations with respect to these Joint Escrow Instructions
         or any documents deposited with you.

10.      Your responsibilities as Escrow Agent hereunder shall terminate if you
         shall cease to be Secretary of the Corporation or if you shall resign
         by written notice to each party. In the event of any such termination,
         the Corporation shall appoint any officer or assistant officer of the
         Corporation as successor Escrow Agent, and Purchaser hereby confirms
         the appointment of such successor as his attorney-in-fact and agent to
         the full extent of your appointment.

11.      If you reasonably require other or further instruments in connection
         with these Joint Escrow Instructions or obligations in respect hereto,
         the necessary parties hereto shall join in furnishing such instruments.

12.      It is understood and agreed that should any dispute arise with respect
         to the delivery and/or ownership or right of possession of the
         securities held by you hereunder, you are


                                      77.

<PAGE>

         authorized and directed to retain in your possession without liability
         to anyone all or any part of said securities until such dispute shall
         have been settled either by mutual written agreement of the parties
         concerned or by a final order, decree or judgement of a court of
         competent jurisdiction after the time for appeal has expired and no
         appeal has been perfected, but you shall be under no duty whatsoever to
         institute or defend any such proceedings.

13.      Any notice required or permitted hereunder shall be given in writing
         and shall be deemed effectively given upon personal delivery, including
         delivery by express courier, or five (5) days after deposit in the
         United States Post Office, by registered or certified mail with postage
         and fees prepaid, addressed to each of the other parties entitled to
         such notice at the following addresses, or at such other addresses as a
         party may designate by ten days' advance written notice to each of the
         other parties hereto.

14.      By signing these Joint Escrow Instructions, you become a party hereto
         only for the purpose of said Joint Escrow Instructions; you do not
         become a party to the Agreement.

15.      You shall be entitled to employ such legal counsel and other experts
         (including, without limitation, the firm of Cooley Godward LLP) as you
         may deem necessary properly to advise you in connection with your
         obligations hereunder. You may rely upon the advice of such counsel,
         and you may pay such counsel reasonable compensation therefor. The
         Corporation shall be responsible for all fees generated by such legal
         counsel in connection with your obligations hereunder.

16.      This instrument shall be binding upon and inure to the benefit of the
         parties hereto and their respective successors and permitted assigns.
         It is understood and agreed that references to "you" and "your" herein
         refer to the original Escrow Agents. It is understood and agreed that
         the Corporation may at any time or from time to time assign its rights
         under the Agreement and these Joint Escrow Instructions.

17.      This Agreement shall be governed by and interpreted and determined in
         accordance with the laws of the State of California as such laws are
         applied by Californian courts to contracts made and to be performed
         entirely in California by residents of that state.

                                    Very truly yours,

                                    Corporation:
                                                     DEBORAH KARLSON
                                                     --------------------------
                                                     AEROGEN, INC.
                                                     --------------------------
                                    Purchaser:

                                                     JOHN POWER
                                                     --------------------------
                                    Escrow Agent:

                                                     AEROGEN, INC.
                                                     --------------------------


                                      78.
<PAGE>

                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

For Value Received, John Power hereby sells, assigns and transfers unto Aerogen,
Inc., a Delaware corporation (the "Company"), pursuant to the Repurchase Option
under that certain share Acquisition/Exchange Agreement, effective as of 25th
May, 2000, by and between the undersigned and the Company (the "Agreement"),
[Number of Shares Being Purchased - Spelled Out] ([Number]) shares of Series E
Aerogen, Inc. preferred stock of the Company or Common Stock issued upon
conversion of the Series E Preferred Stock standing in the undersigned's name on
the books of the Company represented by Certificate No[(s)] [number(s) of Stock
Certificates] and does hereby irrevocably constitute and appoint the Company's
Secretary attorney to transfer said stock on the books of the Company with full
power of substitution in the premises. This Assignment may be used only in
accordance with and subject to the terms and conditions of the Agreement, in
connection with the repurchase of shares of Preferred Stock or Common Stock
issued to the undersigned pursuant to the Agreement, and only to the extent that
such shares remain subject to the Company's Repurchase Option under the
Agreement.

Dated:
      -------------------------

                                                 (Signature)


                                                 (Print Name) JOHN POWER


         [Instruction: Please do not fill in any blanks other than the signature
         line. The purpose of the Assignment is to enable the Company to
         exercise its repurchase option set forth in the Agreement without
         requiring additional signatures on the part of Purchaser.]

         [*Please do not use this form for use with an employee loan - use
         generic form 45698/SA.]


                                      79.
<PAGE>

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



SIGNED by DEBORAH KARLSON
for and on behalf of
AEROGEN, INC.

/s/


SIGNED SEALED AND DELIVERED
by JOHN POWER
in the presence of:

/s/                                                           /s/


SIGNED by JOHN POWER on
behalf of BERNADETTE POWER
pursuant to a power of attorney
dated 24th May, 2000 in the presence of:

/s/                                                           /s/


SIGNED SEALED AND DELIVERED
by CHARLES MULLIGAN
in the presence of:

/s/                                                           /s/


SIGNED SEALED AND DELIVERED
by TIMOTHY MCSWEENEY
in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of MARY MCSWEENEY
pursuant to a power of attorney
dated 23rd May, 2000 in the presence of:

/s/                                                           /s/


                                      80.
<PAGE>

SIGNED by TIMOTHY MCSWEENEY
on behalf of RICHARD GAHAN
pursuant to a power of attorney
dated 1st May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of GRAINNE POWER
pursuant to a power of attorney
dated 1st May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of PAUL REDMOND
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of BERNARD COLLINS
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/
SIGNED by TIMOTHY MCSWEENEY
on behalf of JIM MOUNTJOY
pursuant to a power of attorney
dated 2nd May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of DAVID HOGAN
pursuant to a power of attorney
dated 23rd May, 2000 in the presence of:

/s/                                                           /s/


                                      81.
<PAGE>

SIGNED by TIMOTHY MCSWEENEY
on behalf of TIMOTHY CROWLEY
pursuant to a power of attorney
dated 30th April, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of MICHAEL CROWLEY
pursuant to a power of attorney
dated 29th April, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of PAT SWEENEY
pursuant to a power of attorney
dated 19th May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of PAT MCCARTHY
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of CAITRIONA MCCARTHY
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by TIMOTHY MCSWEENEY
on behalf of PAT BURKE
pursuant to a power of attorney
dated 2nd May, 2000 in the presence of:

/s/                                                           /s/


                                      82.
<PAGE>

SIGNED by TIMOTHY MCSWEENEY
on behalf of AIDEEN BURKE
pursuant to a power of attorney
dated 2nd May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by JOHN POWER
on behalf of ANN MURPHY
pursuant to a power of attorney
dated 19th May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by JOHN POWER
on behalf of NORAH LONG
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by CHARLES MULLIGAN
on behalf of BRIAN O'CONNELL
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by JOHN POWER
on behalf of JOSEPH NOLAN
pursuant to a power of attorney
dated 25th May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by CHARLES MULLIGAN
on behalf of OLIVER LYNCH
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/


                                      83.
<PAGE>

SIGNED by CHARLES MULLIGAN
on behalf of TONY PIDGEON
pursuant to a power of attorney
dated 24th May, 2000 in the presence of:

/s/                                                           /s/


SIGNED by CHARLES MULLIGAN
on behalf of NIALL KEATING
pursuant to a power of attorney
dated 22nd May, 2000 in the presence of:

/s/                                                           /s/



                                      84.
