2 February 2005





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



                            SHARE TRANSFER AGREEMENT



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



                                     BETWEEN



                       GROUP 4 SECURITAS HOLDINGS LIMITED



                                    AS SELLER



                                       AND



                                 BRINK'S LIMITED



                                    AS BUYER



<PAGE>


                                     Content
                                     -------


1.   DEFINITIONS AND INTERPRETATION............................................4

2.   SALE AND PURCHASE OF SALE SHARES..........................................8

3.   PURCHASE PRICE AND CLAW BACKS FROM THE PURCHASE PRICE.....................9

4.   PRE-COMPLETION ACTIONS...................................................10

5.   COMPLETION AND POST COMPLETION EVENTS....................................11

6.   CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE..........................16

7.   WARRANTIES AND REPRESENTATIONS OF THE SELLER.............................18

8.   OTHER OBLIGATIONS OF THE SELLER..........................................34

9.   REPRESENTATIONS AND WARRANTIES OF THE BUYER..............................40

10.  INDEMNIFICATION..........................................................42

11.  FLOOR THRESHOLD AND CEILING..............................................45

12.  DURATION OF INDEMNIFICATION..............................................45

13.  PENSIONS INDEMNITY.......................................................46

14.  NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY......................47

15.  MISCELLANEOUS............................................................49


                                       2


<PAGE>



                            SHARE TRANSFER AGREEMENT
                            ------------------------


                  This agreement is made on February 2nd, 2005



BETWEEN:

1.   GROUP 4 SECURITAS  HOLDINGS LIMITED a company  incorporated  in England and
Wales with  Company  Number  02380914  whose  registered  office is at Farncombe
House, Broadway, Worcestershire WR12 7LJ

(hereinafter the "Seller)

AND:

2.   BRINK'S LIMITED a company  incorporated  in England and Wales with  Company
Number 00959654 whose registered office is at Arnold House, 36/41 Holywell Lane,
London EC2A 3LB

(hereinafter the "Buyer")

WHEREAS:

(A)  Group 4 Falck  Cash  Services  UK  Limited  ("the  Company")  is a  company
     registered in England and Wales with Company Number 2831111.

(B)  The  share  capital  of  the  Company  is (pound)1,900,002  divided  into 2
     Ordinary  Shares  of  (pound)1  each and  1,900,000  6 per cent  Redeemable
     Preference Shares of (pound)1 each.

(C)  The principal activity of the Company is the  provision  of  transportation
     and storage security services.

(D)  The Seller  has  agreed to  transfer  its  shareholding  in the  Company in
     accordance  with the  conditions  and with the giving of the warranties and
     undertakings  set out below,  which for the Buyer,  have an  essential  and
     determining influence on its undertaking to purchase the Company.

                                       3

<PAGE>


IT IS HEREBY AGREED AS FOLLOWS:

1.        DEFINITIONS AND INTERPRETATION
          ------------------------------

1.1       Definitions in this agreement shall have the following meanings unless
          the context does not permit:

"Accounts" means the audited accounts (balance sheets,  profit and loss accounts
and annexes) of the Company as at the Last Accounting Date;

"Accounting  Methods and  Principles"  means the generally  accepted  accounting
methods  and  principles  in the  UK or  such  other  international  body  as is
appropriate;

"Agreement" means this document and the Schedules hereto;

"Assets"  means the raw materials,  assets,  movable  goods,  installations  and
equipment  used by the Company in the carrying out of its  activities  including
those assets specified in the Seller's commitments to the European Commission;

"Authorisations"  means all  authorisations,  licences,  permits,  certificates,
approvals  or other  documents  obtained by the Company  from an  administrative
authority or any other  authority or by a  professional  entity set-up in one of
the  countries  where the Company  carries on its  activities or is the owner of
assets at any given time;

"Business  Day" means a day other than a Saturday or Sunday or public holiday in
the UK;

"Buyer" has the meaning given to it above;

"Buyer's Group Affiliate"  means an entity directly or indirectly  controlled by
the  Buyer  or which  directly  or  indirectly  controls  the  Buyer or which is
directly or indirectly  controlled by one or several undertakings  controlled by
the Buyer,  and "control" means in relation to a body corporate,  the power of a
person to  secure  that the  affairs  of the body  corporate  are  conducted  in
accordance with the wishes of that person by means of the holding of shares,  or
the  possession  of voting  power,  in or in  relation to that or any other body
corporate;  or by  virtue  of any  powers  conferred  by the  constitutional  or
corporate  documents,  or any other document,  regulating that or any other body
corporate,  and "Buyer's Group  Affiliates"  means all of such affiliates of the
Buyer;

"Clauses" means the clauses of this Agreement;

"Clearance"  means the formal  confirmation by the European  Commission that the
Transactions  fulfil the  obligations  of Group 4 Falck A/S and  Securicor  plc,
pursuant to their written  commitments to the European  Commission  dated 28 May


                                       4

<PAGE>

2004, to enter into final binding sale and purchase  agreements  for the sale of
the Securicor Luxembourg Divestment Business and the UK CIT Divestment Business,
as such terms are defined in the said commitments;

"Company" has the meaning given to it in the recitals above;

"Completion"  means  completion of the transfer of the Sale Shares in accordance
with Clause 5;

"Completion  Statement"  means a statement  showing the  turnover  and profit or
loss, for the period from the Last  Accounting Date to Completion and the assets
and  liabilities  of the  Company  as at  Completion  in the same  format as the
current "monthly  reporting pack" produced by the Company in the ordinary course
of its business such  Completion  Statement  being  prepared in accordance  with
Accounting Methods and Principles and with all available supporting documents;

"Confidentiality   Agreement"  means  the  confidentiality   agreement  dated  2
September 2004 between G4S and Brink's EMEA S.A.S;

"Customers'  Accounts" means all customer funds held by the Company  immediately
prior to Completion;

"Date of this Agreement" means the date on which this Agreement is signed;

"Disclosure  Schedule"  means the Seller's  disclosures  to the  warranties  and
representations set out in Schedule 2;

"the  Dumbarton  Road  Premises"  means the  building  known as and  forming  89
Dumbarton  Road,  Glasgow as more  particularly  described in the Dumbarton Road
Lease;

"the  Dumbarton  Road  Lease"  means the lease of the  Dumbarton  Road  Premises
registered in the Land Register under Title Number GLA100684;

"Encumbrance"  means  all  liens,  sureties,  interest,  charges,  restrictions,
options, promises or third party right or interest;

"G4S plc" means Group 4 Securicor plc;

"Intellectual Property Rights" means trademarks,  patents,  designs,  models and
author's  rights and  generally  all the rights giving their owner the exclusive
rights of use, together with all trading names,  registered names,  know-how and
processes used by the Company in carrying out its activities;

"the Inverness  Premises" means the premises known as and forming Unit 12, Block
2, Lotland  Trading  Estate,  Inverness  (otherwise  known as 21 Henderson Road,
Inverness) as more particularly described in the Inverness Lease;


                                       5

<PAGE>

"the Inverness Lease" means the lease between MacGregor  Properties  Limited and
the Company  dated 10 August and  registered in the Books of Council and Session
on 10 September both months 2004;

"Last  Accounting  Date"  means 31  December  2003,  namely the last  accounting
reference date of the Company for which audited accounts have been prepared SAVE
THAT at  Completion  the  final  draft  unaudited  accounts  (subject  only to a
pensions disclosure note) or, if available,  the audited accounts of the Company
for the period to 31 December  2004 will be provided to the Buyer at which point
the Last Accounting Date shall mean 31 December 2004;

"Leasehold  Premises"  means the  Scottish  Leasehold  Premises,  the  Edinburgh
Premises and the Manchester Premises;

"Loss"  means all losses,  costs,  expenses,  penalties  and any other damage of
whatever nature, including all professional and advisory fees;

"Management  Accounts" means the last available monthly  management  accounts of
the Company prior to Completion;

"Material Adverse Change" means any event, fact, deed, action or circumstance of
whatsoever  nature which,  individually or in the aggregate,  (i)  fundamentally
affects or endangers the Company,  its operation or profitability,  such as, but
not limited to, (a) the loss of one or several Material Contracts except if such
loss results from the normal expiry of such Material  Contract or the customer's
decision not renew the Material Contract at its expiry date, (b) the loss of the
Vehicles fleet, (c) the loss of the Premises, (d) any material condition imposed
by an  administrative  or judicial  authority with a view to the closing of this
Agreement;  or which (ii) fundamentally  affects or endangers the due fulfilment
by the  Seller  of any of its  obligations  under  this  Agreement,  such as any
insolvency  proceedings  affecting  the Seller;  or a material  difference of an
adverse  nature in the assets or  liabilities of the Company as from the Date of
this Agreement to the date of Completion as derived from the draft  unaudited or
audited  accounts  (as the case may be) of the Company  for the period  ended 31
December 2004 or the Management Accounts;

"Material Contracts" have the meaning given to them in Clause 7.17.2;

"Monitoring  Trustee" means the trustee monitoring the compliance of the merging
parties,  Group 4 Falck A/S and Securicor plc, with their  commitments under the
European Commission's ruling of 28th May 2004;

"Parties" means  collectively  the Seller and the Buyer and "Party" means one or
other of the aforesaid;

"Purchase Price" means the sum of EUR 2,000,000 (Two Million Euros);


                                       6

<PAGE>

"RBS  Contract"  means the  contract  between  the Company and The Royal Bank of
Scotland plc dated 1 July 1996 as amended  pursuant to the latest addendum dated
1 September 2004;

"Rented  Vehicles"  means the vehicles over which the Company has  possession by
virtue of leases with or without an option to purchase;

"Sale Shares" means 2 Ordinary  Shares of (pound)1 each and 1,900,000 6 per cent
Redeemable  Preference Shares of 1 each comprising the whole of the issued share
capital  of  the  Company  (a  Sale  Share  being  one of the  Sale  Shares)  at
Completion;

"Schedule" means each Schedule to this Agreement,  and "Schedules" means all and
every Schedule;

"the  Scottish  Leasehold  Premises"  means  (1)  Yard A;  (2)  Yard G;  (3) the
Inverness Premises; and (4) the Dumbarton Road Premises;

"Seller" has the meaning given to it above;

"Seller's Group Affiliate" means an entity directly or indirectly  controlled by
the  Seller or which  directly  or  indirectly  controls  the Seller or which is
directly or indirectly  controlled by one or several undertakings  controlled by
the Seller, and "control" means in relation to a body corporate,  the power of a
person to  secure  that the  affairs  of the body  corporate  are  conducted  in
accordance with the wishes of that person by means of the holding of shares,  or
the  possession  of voting  power,  in or in  relation to that or any other body
corporate;  or by  virtue  of any  powers  conferred  by the  constitutional  or
corporate  documents,  or any other document,  regulating that or any other body
corporate,  and "Seller's Group  Affiliates" means all of such affiliates of the
Seller;

"Shares" means the Sale Shares;

"Taxes"  or   "Impositions"   means  all  forms  of  taxation   and   statutory,
governmental,   state,  federal,  provincial,  local,  government  or  municipal
charges,  duties,  imposts,  contributions  or levies  for which the  Company is
liable under all laws  applicable to it,  whatever the basis for  recovering the
fee or the  entity  responsible  for  recovering  such  fee  and  generally  all
additional  amounts  imposed  with  respect  to  the  foregoing,  including  all
interest,  fines, penalties, and other charges relating to it, and including any
transferee or secondary  liability in respect of the foregoing  (whether by law,
contractual agreement or otherwise);

"Tax  Regulations"  means all  legislation  with respect to Taxes as well as any
applicable regulation or other official pronouncement of the applicable rules in
a  country  having  taxing  jurisdiction  over  the  Company,  as  well  as  any

                                       7

<PAGE>

international  treaty  (including  directives,  regulations or other  applicable
treaties in the relevant country), and any other binding authority applicable in
a taxing jurisdiction;

"Transactions"  means the sale by the  Seller  to the  Buyer of the Sale  Shares
pursuant to this Agreement and the sale by Securicor International BV to Brink's
Luxembourg SA of the whole of the issued share  capital of Securicor  Luxembourg
SA pursuant to an agreement of even date with this Agreement;

"Transitional  Services"  means the services  (including use of equipment) to be
provided by the Seller or a Seller's Group Affiliate to the Company  pursuant to
Clause 8.5.2;

"Vehicles" means the vehicles owned by the Company.

"Yard A" means the yard area located in the Barclay  Curle  Complex at 739 South
Street, Glasgow known as and forming Yard A;

"Yard A Licence"  means the basis upon which the Company  occupies Yard A; "Yard
G" means the yard area located in the Barclay Curle Complex at 739 South Street,
Glasgow known as and forming Yard G;

"Yard G Licence" means the basis upon which the Company occupies Yard G.

1.2       Clause and schedule headings do not affect the interpretation  of this
          agreement.

1.3       A person includes a corporate or unincorporated body.

1.4       Words in the singular include the plural and in the plural include the
          singular.

1.5       A reference to one gender includes a reference to the other gender.

1.6       A reference to a statute or statutory  provision is a reference to  it
          as it is in force for the time being taking  account of any amendment,
          extension,  or re-enactment  and includes any subordinate  legislation
          for the time being in force made under it.



                          SECTION I - SALE AND PURCHASE
                          -----------------------------

2.        SALE AND PURCHASE OF SALE SHARES
          --------------------------------

2.1       Subject to the  provisions  of Clause 6, the Seller  agrees to sell to
          the Buyer, and the Buyer agrees to purchase from the Seller,  the Sale
          Shares at Completion.


                                       8

<PAGE>

2.2       At Completion the Seller owns and will transfer to the Buyer  the Sale
          Shares with full title guarantee, free of any Encumbrance.

2.3       At Completion, the  Buyer will have the retrospective right in respect
          of the period  following the Last  Accounting  Date to all  dividends,
          interim  dividends and other  distributions  payable in respect of the
          Sale Shares in respect of the period  since the Last  Accounting  Date
          (other than a dividend required in order to ensure that the Company is
          cash free in  accordance  with Clause 2.4),  and will benefit from any
          subscription  and allocation  rights  attached to the Sale Shares from
          this same date.

2.4       At Completion, the Company  shall be cash free and  shall be free from
          inter company loans,  bank or other third party loans or finance (save
          for lease  agreements  or finance in the ordinary  course of business)
          and lines of credit. At Completion the Company shall also be free from
          any obligation,  including contingent  obligations,  to the Seller and
          any Seller's Group Affiliate,  including  without  limitation any such
          obligations to make payment for or repayments of payments  received in
          respect  of Group  Relief  (as  defined  in  Section  402  Income  and
          Corporation Taxes Act 1988).

3.        PURCHASE PRICE AND CLAW BACKS FROM THE PURCHASE PRICE
          -----------------------------------------------------

3.1       It has  been agreed that  the Sale Shares will  be transferred  to the
          Buyer in consideration for a sum equal to the Purchase Price, in other
          words, the total sum of EUR 2,000,000 (Two Million Euros).

3.2       On  Completion the Buyer shall  pay the Purchase  Price by means of  a
          transfer into the following bank account:

          Account Name     :     Group 4 Securicor plc

          Account Number   :     76962522

          Bank             :     Barclays Bank plc

                                 Fleet Street

                                 London EC4

          Sort Code        :     20-30-19

          SWIFT            :     BARCGB22

          IBAN             :     GB36BARC20301976962522


                                       9

<PAGE>

3.3       If the Company is not  successful in entering into a new contract with
          The Royal Bank of  Scotland  plc by 31  December  2005 ("the  Tender")
          (other  than as a result  of the  Company  being in  breach of the RBS
          Contract  following  Completion),  then the Seller  shall repay to the
          Buyer (upon notice from the Buyer of the Tender being unsuccessful) by
          way of a reduction of the Purchase Price:

          3.3.1  the sum of  (euro)500,000  in the  event  that the  Seller or a
                 Seller's Group Affiliate should win the Tender;

          3.3.2  the  sum  of (euro)250,000  in  the  event that the  Tender  is
                 awarded to a third party  other than a Buyer's Group Affiliate.

4.        PRE & POST COMPLETION OBLIGATIONS
          ---------------------------------

4.1       Notification to Authorities

          The  Seller  shall  forthwith  after  the  date of  execution  of this
          Agreement notify this Agreement to the European Commission  requesting
          Clearance prior to the date of Completion.

4.2       Cash and Coin Inventory

4.2.1     On the Date of Completion,  but immediately  preceding  Completion,  a
          joint  inspection team composed of  representatives  of the Seller and
          the Buyer will, in a process to be jointly  agreed prior to Completion
          ("the Reconciliation Process"),  conduct a physical count of the total
          cash and coin inventory (to include any overage account) maintained by
          the Company and will compare the result of the physical count referred
          to in this Clause  4.2.1 (the  "Physical  Inventory")  with sum of all
          individual  Customers'  Account  balances  announced  to the  relevant
          Customers  on the Date of  Completion  pursuant  to Clause  4.2.2 (the
          "Administrative  Inventory").  Any  discrepancy  between the  Physical
          Inventory and the Administrative Inventory will be agreed by the joint
          inspection  team  but no  payment  will be made  by the  Buyer  to the
          Seller,  or vice  versa,  in  respect  of such  discrepancy  except in
          accordance with Clause 4.2.3.

4.2.2     On  the  date  of  Completion, the  Company  shall inform  each of its
          customers, where relevant, of its Customer's Account balance and other
          inventory  held by the Company on behalf of such  customer and request
          that the customer confirm its Customer Account balance to the Company.

4.2.3     If following  completion of the  Reconciliation  Process there  is any
          claim by a customer with respect to such customer's account balance as
          referred  to in  Clause  4.2.1,  then  that  claim  shall  be the sole
          responsibility  of the Seller.  The Seller  shall  indemnify  and hold
          harmless  the Buyer from and against any  liabilities  resulting  from
          such claims by customers,  provided,  however, that neither the Buyer,
          nor the Seller,  nor the Company  shall  settle nor agree to settle or


                                       10


<PAGE>

          compromise any such claim,  without the other's consent (which consent
          shall not be  unreasonably  withheld  or  delayed) In the event of any
          such claim by a customer,  the Seller shall have full and unrestricted
          access to the  relevant  documents  and records of the Company and the
          Buyer  shall  procure  that  the  relevant   employees  shall  provide
          reasonable  assistance  to the  Seller  in  order to  investigate  the
          customer's complaint.

          The Seller  shall  only be liable to  indemnify  the Buyer  under this
          Clause 4.2.3 if, and to the extent that,  the  aggregate of all claims
          brought  under this  Clause  4.2.3  exceeds  the amount of any overage
          account held by the Company at  Completion.  The amount of the overage
          will be clearly shown in any schedules  comprising the  Reconciliation
          Process on Completion.

4.2.4     In respect of the period prior to Completion, the Buyer shall  have no
          obligation and no  responsibility  for the Customers  Accounts and the
          Seller shall hold the Buyer harmless from all  complaints,  claims and
          suits of customers  with respect to such Customer  Accounts in respect
          of such period.

4.2.5     Any  claims  made  by customers  relating to Losses incurred following
          Completion will be the sole responsibility of the Buyer.

4.3       Meeting with RBS

          Immediately upon receiving  permission from the Monitoring Trustee the
          Seller  shall  procure that a meeting  takes  place,  in a process and
          manner  approved  by the  Monitoring  Trustee,  when Fiona Burke shall
          introduce  the Buyer to The Royal Bank of Scotland plc as the Seller's
          favoured purchaser of the Sale Shares.

4.4       Scottish Midland Claim

          In the  event  that  the sum of  (pound)4,000  to be  provided  in the
          Company's  Management Accounts for February as referred to in Schedule
          3 is not paid by the Company to Scottish  Midland by  Completion,  any
          claim by  Scottish  Midland in respect of the  subject  matter of such
          provision  shall be dealt with in  accordance  with the  provisions of
          Clause 4.2.3, notwithstanding such provision.

5.        COMPLETION AND POST COMPLETION EVENTS
          -------------------------------------

5.1       Date and location of Completion


                                       11

<PAGE>


5.1.1     Subject to the  provisions of  Clauses 6.1, and 6.2,  Completion  will
          take place  within two weeks  from the date upon  which  Clearance  is
          obtained,  such  Completion  to take  place on such date  within  that
          period as the Buyer and Seller agree,  or failing such  agreement,  to
          take place on the fourteenth day following the date of such Clearance,
          such date being a Business Day or, if such day is not a Business  Day,
          the first  Business  Day  following  the  expiry of the  fourteen  day
          period,

5.1.2     Completion will take  place at  the London offices of Eversheds, or in
          any other  location  agreed to in  writing  between  the Buyer and the
          Seller.

5.2       Operation of Completion

5.2.1     At Completion, the Seller shall give to the Buyer:

          (a)  The share certificates in respect of the Sale Shares;

          (b)  The  statutory registers  of  the Company showing the transfer of
               the Sale Shares;

          (c)  The resignation letter of Bernard Whiddon Smith from the Board of
               Directors of the Company;

          (d)  a duly executed  transfer  transferring  the Sale  Shares  to the
               Buyer; and

          (e)  the following documents in respect of the Manchester Premises (as
               defined in Schedule 1:

               (i)    Lease (unbound) relating to Unit 1 Littler's Point, Second
               Avenue, Trafford Park, Greater Manchester dated 15th October 1998
               made between  Crankshaft Limited (1) and Konica Business Machines
               (UK) Limited (2);

               (ii)   Agreement for  Assignment  of  Lease  relating  to  Unit 1
               Littler's Point, Second Avenue, Trafford Park, Greater Manchester
               dated 21st March 2000 made between Konica Business  Machines (UK)
               Limited (1) and Group 4 Total Security Limited (2);

               (iii)  Licence to Assign and Deed of  Variation  dated 28th April
               2000 made between Crankshaft Limited (1) Konica Business Machines
               (UK) Limited (2) and Group 4 Total Security Limited (3);

               (iv)   Assignment relating  to  Unit 1  Littler's  Point,  Second
               Avenue,  Trafford Park,  Greater Manchester dated 28th April 2000
               made between Konica Business  Machines (UK) Limited (1) and Group
               4 Total Security Limited (2);

               (v)    Receipted Notice of Assignment dated 4th May 2000;


                                       12

<PAGE>

               (vi)   Licence to carry out works  relating  to Unit 1  Littler's
               Point,  Trafford Park,  Greater  Manchester dated 28th April 2000
               made between  Crankshaft  Limited (1) and Group 4 Total  Security
               Limited (2);

               (vii)  Licence to carry out works  relating  to Unit 1  Littler's
               Point,  Trafford Park,  Greater Manchester dated 28th August 2001
               made between  Crankshaft  Limited (1) and Group 4 Total  Security
               Limited (2);

               (viii) Copy letter from Matthews & Goodman  Property  Advisors to
               Group 4 Total Security  Limited dated 24 September 2003 regarding
               proposed review of lease rent together with receipted copy;

               (ix)   Copy letter from Matthews & Goodman  Property  Advisors to
               Group 4 Total  Security  Limited dated 11 February 2004 regarding
               proposed review of lease rent; and

               (x)    Copy invoice from Crankshaft Limited in respect of Service
               Charge and Rent from 29 September 2004 - 24 December 2004.

          (f)  the following documents in respect of the  Edinburgh Premises (as
               defined in Schedule 1:

               (i)    Copy Lease  between Legal and General Assurance  (Pensions
               Management)  Limited and The Burton Group Public Limited  Company
               registered  in the Books of Council and Session on 16th  December
               1983;

               (ii)   Copy  Rent  Review  Memorandum  between Legal and  General
               Assurance  Society  Limited and The Burton Group  Public  Limited
               registered  in the Books of Council  and  Session on 30th  August
               1993;

               (iii)  Copy  Minute of  Variation  between  Scottish Metropolitan
               Property  PLC, The Burton Group  Public  Limited  Company and EDI
               (Industrial)  Limited  registered  in the  Books of  Council  and
               Session on 24th February 1998;

               (iv)   Copy  Assignation  by  The  Burton  Group  Public  Limited
               Company  and  Burton   Group  Properties  Limited  in  favour  of
               Debenhams Retail plc  dated  12th  December  1997 and  registered
               in the Books of Council and Session on 15th January 1998;

               (v)    Copy  Assignation  by Debenhams Retail  plc  in  favour of
               Group  4  Total  Security  Limited  registered  in  the Books  of
               Council and Session on 8th September 1998;


                                       13

<PAGE>

               (vi)   Copy Letter of Consent to Assignation from McGrigor Donald
               on behalf of The Scottish  Metropolitan Property plc addressed to
               Brodies dated 28th July 1998;

               (vii)  Copy Letter from McGrigor Donald on behalf of The Scottish
               Metropolitan Property plc accepting the terms of EDI (industrial)
               Limited's   consent  to  assignation   addressed  to  Shepherd  &
               Wedderburn dated 28 July 1998;

               (viii) Copy Lease  betweenThe City of Edinburgh  District Council
               and Melville,  Dundas & Whitson Limited  recorded in the Division
               of the General  Register of Sasines  applicable  to the County of
               Midlothian on 27th February 1980 and also registered in the Books
               of Council and Session for  preservation  execution  on 16th July
               1982;

               (ix)   Copy  Assignation  by Melville, Dundas & Whitson in favour
               of Legal and General Assurance   (Pensions   Management)  Limited
               recorded in the said Division of the General  Register of Sasines
               on 9th January 1981;

               (x)    Copy  Minute  of  Amendment  of  Lease between The City of
               Edinburgh Council and Legal and General Assurance Society Limited
               recorded in the said Division of the General  Register of Sasines
               on 15th December 1992;

               (xi)   Copy  Assignation  by Legal and  General Assurance Society
               Limited in favour of Scottish  Metropolitan Property PLC recorded
               in the said  Division of the  General  Register of Sasines on 9th
               September 1994;

               (xii)  Copy Letter from CB Richard  Ellis addressed to Group Four
               Total Security  Limited dated 28 May 2004 enclosing copy Schedule
               of  Dilapidations  on behalf of Meadowfield  Investments  Limited
               dated 10th May 2004;

               (xiii) Copy  Letter  from CB  Richard  Ellis   addressed  Stephen
               Armitage  of  Dunlop   Heywood  Lorenz  dated  17  December  2004
               enclosing copy Schedule of Dilapidations on behalf of Meadowfield
               Investments Limited dated 14th December 2004; and

                                       14


<PAGE>

               (xiv) Copy Letter from Stephen Armitage  addressed to A McFarlane
               of DM Hall & Son dated 24th December 2004.

          (g)  the following documents in respect of Yard A:

               Copy  Licence to Occupy  between  CNC Regis  Limited in favour of
               Group  4  containing  incomplete   designation  of  "the  Tenant"
               apparently  signed on behalf of Group 4 Falck,  not  witnessed or
               signed on behalf of the Landlord.  The Licence to Occupy does not
               identify the property.

          (h)  the following documents in respect of Yard G:

               Copy  Licence to Occupy  between  CNC Regis  Limited in favour of
               Group  4  containing  incomplete   designation  of  "the  Tenant"
               apparently  signed on behalf of Group 4 Falck,  not  witnessed or
               signed on behalf of the Landlord.  The Licence to Occupy does not
               identify the property.

          (i)  the following documents in respect of the Inverness Premises:

               Copy Lease  comprising  Missives of Let by T.S.H.  Burns & Son on
               behalf of  MacGregor  Properties  Limited  addressed  to  McClure
               Naismith  on behalf of Group 4 Falck  Cash  Services  UK  Limited
               registered in the Books of Council and Session on 10th  September
               2004.

          (j)  the  following  documents  in  respect  of   the  Dumbarton  Road
               Premises:

               (i)    Copy Land Certificate Title Number GLA100684;

               (ii)   Copy Lease between The Corporation  of the City of Glasgow
               and Factoryguards Limited recorded in the Division of the General
               Register  of Sasines  applicable  to the County of the Barony and
               Regality of Glasgow on 6th October 1971;

               (iii)  Copy  letter  of  intimation  addressed  to  City  Estates
               Surveyor dated 30th July 1993;

               (iv)   Copy  letter   addressed  to  Bird  Semple  Fyfe   Ireland
               acknowledging receipt dated 4th August 1993;

               (v)    Copy Licence by Group 4 Cash-In-Transit (Scotland) Limited
               in favour of The University Court of the  University  of  Glasgow
               signed but undated; and


                                       15

<PAGE>

               (vi)   Miscellaneous  consents  as  detailed  in  the   Inventory
               annexed thereto by  Brodies to McClure  Naismith dated 13th  July
               1998.

5.2.2     At Completion the Seller shall provide to the Buyer evidence of:

          (a)  repayment of, or instructions  given to bankers for the repayment
               of, the Company's overdraft to Barclays Bank plc; and

          (b)  discharge of any inter-group liabilities owing to and/or from the
               Company, by means of the production of a funds flow chart, a copy
               of which  will  have  been  shown  to the  Buyer  in  advance  of
               Completion for consultation.

5.2.3     At Completion  the  Buyer shall  transfer  the Purchase Price  to  the
          Seller in accordance with Clause 3.2.

5.3       The Seller will provide  the Completion Statement to  the Buyer within
          two weeks of Completion.

5.4       The Buyer and  the Seller shall, as  from Completion, comply  with the
          provisions of Schedule 1.

5.5       Following Completion  the  Company will  procure for  the  Seller  the
          production  of a VAT  return  in  respect  of the  Company's  business
          prepared  to cover the  period  since the last filed VAT return and up
          until the date of Completion.  The Parties  acknowledge  that such VAT
          return can only be prepared  with the  provision  of the  Transitional
          Services by the Seller.

6.        CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE
          -----------------------------------------------

6.1       This Agreement, including but not limited to the  provisions of Clause
          8.3, shall  automatically  terminate  without liability on the part of
          the Buyer or the Seller on the earlier of:

6.1.1     the date that a formal  decision is given by  the European  Commission
          that Clearance will not be given;

6.1.2     subject  to  any extension of  time agreed  between the Buyer and  the
          Seller,  on 30 June 2005 if  Clearance  has not been  obtained by that
          date;

6.1.3     the termination of either of the Transactions  pursuant to Clause 6.2.
          of the relevant sale agreement;

SAVE  THAT  the  confidentiality  provisions  contained  in the  Confidentiality
Agreement shall continue in full force and effect.


                                       16

<PAGE>

6.2       The Buyer and the Seller will  have the option upon  giving the  other
          written  notice not to  purchase or sell (as the case may be) the Sale
          Shares if prior to Completion:

          (a)  there has been a  decision  from  a   legal   or   administrative
               authority  prohibiting  or modifying the  acquisition of the Sale
               Shares or imposing  conditions on the  Transactions in such a way
               as  to  make  such   Transactions   materially  more  onerous  or
               restrictive;

          (b)  the  Seller or  the  Buyer (as the  case may be) has not complied
               with its obligations under this Agreement;

          (c)  the representations and warranties of the Seller or the Buyer (as
               the case may be)  contained  in this  Agreement or the content of
               the  Schedules  are  incorrect or  incomplete in such a way as to
               cause  significant  detriment  to the Buyer or the  Seller as the
               case may be,  save for events  having  occurred  in the  ordinary
               course of business;

          (d)  the information contained in the Schedules  changes in such a way
               as to cause  significant  detriment to the Buyer or the Seller as
               the case may be,  other  than for  reasons  within  the  ordinary
               course of business; or

          (e)  a Material Adverse  Change has occurred  between the date of this
               Agreement and the Date of Completion.

6.3       The Seller and the Buyer  shall use all  reasonable endeavours (so far
          as lies within their  respective  powers) to procure that Clearance is
          obtained as soon as practicable and in any event no later than :

          (a)  6pm (CET) on 30th June 2005; or

          (b)  at such later  time and date as may be agreed in  writing  by the
               Seller and the Buyer

6.4       The Buyer and  the  Seller  shall  co-operate  fully  in  all  actions
          necessary to procure the Clearance including,  but not limited to, the
          provision by all Parties of all  information  reasonably  necessary to
          make  any  notification  or  filing  or as  requested  by an  relevant
          authority,  keeping  all  parties  informed  of  the  progress  of any
          notification or filing and providing such assistance as may reasonably
          be required.


                                       17


<PAGE>

                   Section II - Warranties And Representations
                   -------------------------------------------

7.        WARRANTIES AND REPRESENTATIONS OF THE SELLER
          --------------------------------------------

The Seller warrants and represents that at the date of this Agreement as well as
at Completion,  the warranties and  representations set out in this Clause 7 and
the information set out in the Schedules  including the Disclosure  Schedule are
true and  complete  except as qualified  by any matter  fairly  disclosed in the
Disclosure Schedule.

7.1       Capacity of the Seller

7.1.1     The Seller has full capacity to enter into this  Agreement, to perform
          its  obligations  under this  Agreement and to benefit from the rights
          contained herein.

7.1.2     The Seller has not been and is  not  subject  to  any  reorganisation,
          bankruptcy  or  liquidation  procedure  and there are no  grounds  for
          making the Seller subject to such procedure.

7.1.3     There exists no  consent, authorisation  or judicial decision which is
          necessary  for the Seller to execute  and to perform  its  obligations
          under this Agreement and which has not yet been obtained.

7.1.4     This Agreement validly binds the Seller in accordance with its terms.

7.2       Incorporation of the Company

7.2.1     The Company  has been  duly  incorporated and  a  copy of  its current
          Memorandum and  Articles of  Association are  attached in  Schedule 4.

7.2.2     The Company operates in accordance with the laws and regulations which
          are applicable to it. The statutory registers of the Company have been
          and are regularly maintained and are true and accurate.

7.3       Share capital

7.3.1     The Seller is the sole shareholder in the Company.

7.3.2     The Sale Shares make  up all  of  the  issued  share  capital  of  the
          Company.  The Sale  Shares  are freely  transferable  and are the only
          moveable financial assets issued by the Company.  The Sale Shares have
          never been quoted on any regulated or non-regulated stock exchange.

7.3.3     The Sale Shares are free from all Encumbrances.

7.3.4     There is no agreement  or contract  in  respect  of  the  Sale  Shares
          binding the Seller.


                                       18


<PAGE>


7.4       Participation - Profit sharing agreements

7.4.1     The  Company is not  and has  never been  the owner  of any  direct or
          indirect  interest of whatever  amount in any  subsidiary or any other
          company

7.4.2     The  Company  is  not bound nor  has it  undertaken to be bound by any
          contract or agreement seeking to share all or part of its profits with
          any third party.

7.5       Accounts

7.5.1     The Accounts of the Company as at the Last Accounting Date, set out in
          Schedule 5 or as substituted by the Accounts  provided to the Buyer by
          the Seller prior to Completion,  have been prepared in accordance with
          the Accounting Methods and Principles and are in accordance with those
          methods and  principles  used by the Company to date. The Accounts are
          true and accurate and give a fair view of the financial  situation and
          of the assets and liabilities of the Company as at the Last Accounting
          Date as well as the operating result for the financial period to which
          they relate.

7.5.2     The Management Accounts have  been prepared in good faith and with due
          diligence in accordance with the same accounting  policies  adopted in
          the preparation of the Accounts and on bases and principles  which are
          consistent with those used in the  preparation of previous  management
          accounts of the Company.

7.6       Liabilities

7.6.1     All  the   material  liabilities  of   the  Company,  whether  or  not
          contingent,  are duly reflected in the Accounts  and/or the Completion
          Statement and are adequately provided for.

7.6.2     The  Company  has  not   granted  any   security,  charge,  guarantee,
          encumbrance  or letter of comfort for the  performance  of contractual
          undertakings  either  by third  parties  or by the  Company  or by the
          Seller or one of the  Seller's  Group  Affiliates.

7.6.3     The  Seller and/or the  Seller's  Group Affiliates  have not given any
          security, charge, guarantee,  pledge for the performance of any of the
          undertakings of the Company.

7.6.4     There exist no material off-balance sheet liabilities other than those
          listed in Schedule 6.


                                       19

<PAGE>


7.7       Personnel and corporate officers of the Company

7.7.1     The  list of employees and officers of the Company set out in Schedule
          7 contains true and complete details of their age, seniority,  and job
          title as the case may be, as well as their remuneration (including all
          bonuses and benefits in kind).

          All amounts due or accrued for all  remuneration  of any kind relating
          to employees and corporate officers,  as well as former employees,  of
          the Company have been  calculated  and paid in due time in  conformity
          with  their  respective  contract  of  employment  and with any  other
          applicable  legal and tax rules.  The Company has no debt or liability
          whatsoever towards the employees.

          Except for any increase rendered  mandatory pursuant to any collective
          agreement  or  an  employment  agreement,  the  Company  is  under  no
          obligation to increase the current rates of  remuneration or grant any
          bonus or any benefit to any of its employees at any future date.

7.7.2     Schedule  8  defines  for  the  Company  the   applicable   collective
          agreements and details in respect of the Company and for each distinct
          entity:

          (a)  The collective agreements and the applicable internal agreements;

          (b)  The systems of remuneration including bonuses,  commissions,  and
               benefits in kind in favour of all personnel or certain categories
               of salaried employees;

          (c)  Profit sharing or share option agreements;

          (d)  The customs and practices giving rise to supplementary collective
               benefits  and  those  arising  out   of  law  or  the  collective
               agreements.

          There is no pension, pre-retirement, post-retirement or profit sharing
          scheme,  life insurance policy,  medical insurance scheme or any other
          contract for the benefit of any of the Company's  employees other than
          as set forth in Schedule 9.

7.7.3     Set out in Schedule 10 for  the Company are  true and  complete copies
          of:

          (a)  contracts of employment of all employees;

          (b)  All  undertakings, other than those  contained in the  agreements
               referred  to  in  (a)  above,   given  to  employees   concerning
               supplementary   benefits  and  those   provided  for  by  law  or
               collective  agreements  in relation to  notices,  termination  of
               redundancy payments or other similar undertakings.


                                       20

<PAGE>

          The terms and conditions of the work contracts  binding the Company to
          its employees comply with the legal and regulatory  provisions and the
          collective  agreements applying to the Company and,  consequently,  do
          not contain any provision  contrary to the usual legal dispositions or
          customary practices, in particular, but not limited to, any retirement
          or departure benefits.

7.7.4     The Company  has at all times completely  and faithfully complied with
          all  applicable  employment  laws,  including  but not  limited to the
          statutory requirements relating to trade unions.

7.7.5     The corporate officers or managers of  the Company do not benefit from
          any employment contract, service contract with the Company or from any
          particular benefit given by the Company. Similarly, no corporate agent
          has collected any remuneration on behalf of the Company.

7.7.6     Schedule 11  sets out the  current litigation in relation to employees
          and  details the  parties  who are  subject to such  proceedings,  the
          subject-matter  of the litigation,  the stage of the proceedings,  the
          sums claimed  from the Company as well as the amount of the  provision
          made in good faith for such proceedings in the Accounts.

          The Company is not liable to make any payment to any of its  employees
          or any former employee for damages or compensation  for loss of office
          or employment or for redundancy or dismissal.

          There are no employee  disputes  (including  without  limitation,  any
          grievances or  arbitration)  or strikes,  existing or - to the best of
          the   knowledge  of  Seller  -  threatened   adversely   affecting  or
          potentially  affecting  the  financial  situation or operations of the
          Company.

7.7.7     All  employees are  qualified and trained  to exercise  the activities
          they have been employed for and have obtained all the  authorisations,
          permits and licenses  necessary  to exercise  such  activities.  These
          authorisations,  permits and licenses are in full force and effect and
          the activities of the Company are carried out in accordance  with such
          authorisations, permits and licenses.

          Schedule 12 contains a complete  list of the  employee  authorisations
          and permits.

7.8       Manchester and Edinburgh Premises


                                       21

<PAGE>

For the purposes of this Clause 7 "Premises" shall mean the Manchester  Premises
and the Edinburgh Premises both of which have the meaning as set out In Schedule
1.

7.8.1     The particulars of the Premises shown in Schedule 1 are true, complete
          and accurate.

7.8.2     G4TS have a good and m arketable title to the Premises  for the estate
          or interest stated in Schedule 1.

7.8.3     The title deeds to the Premises are in G4TS's possession free from any
          Encumbrance.

Rights enjoyed with the Premises

7.8.4     So far as the Company and G4TS are aware, there are appurtenant to the
          Premises all rights and  reasonably  necessary for its present use and
          enjoyment.

7.8.5     The Company is in occupation of the whole of the Premises and no other
          person or  corporate  body  other  than G4TS has any right  (actual or
          contingent)  to  possession  or  occupation  of the  Premises,  or any
          interest in it.

7.8.6     The  use of the  Premises as stated in the Lease corresponds as to the
          use to which it is in fact put,

Matters affecting the Premises

7.8.7     So  far  as  the  Company and  G4TS are  aware,  without  having  made
          investigations of any third party or other corporate or statutory body
          in relation to the same, the  Manchester  Premises are not affected by
          any of the following matters:

          7.8.7.1  any  matter  which  conflicts  with  the  present  use of the
                   Premises,  or which  would otherwise  restrict its  continued
                   possession and  enjoyment, for  the purposes  set out  in the
                   respective leases;

          7.8.7.2  any  outstanding  breach or  alleged  breach of  covenant  or
                   obligation or of  any  other restriction or condition, or any
                   dispute or complaint within the three years prior to the date
                   of this Agreement, whether actual or threatened;

          7.8.7.3  any outstanding notice, order, demand, resolution,  proposal,
                   complaint or  requirement issued or made, or to the knowledge
                   of the Company intended to be issued or made, by any local or
                   other competent authority or body.


                                       22


<PAGE>

7.8.8     So  far  as  the  Company  and  G4TS  are  aware, without  having made
          investigations of any third party or other corporate or statutory body
          in relation to the same, there are no closing, demolition or clearance
          orders,  enforcement  notices or stop notices  affecting  the Premises
          nor, to the best of the G4TS's knowledge,  information and belief, are
          there any circumstances likely to lead to any being made.

7.8.9     There are no  disputes with any  adjoining or neighbouring owners with
          respect to boundary  walls and fences or with respect to any easement,
          right or means of access to the Premises.

Outgoings

7.8.10    The  Premises  are  not subject  to any  outgoings (other than uniform
          business  rates,  water  charges  and other  standard  payments to the
          relevant water company and, in the case of leasehold  property,  rent,
          service  charge and insurance  premiums  under the lease) whether of a
          periodically recurring nature or otherwise, and whether payable by the
          owner or occupier of the Premises.

Compliance with statutes and planning obligations

7.8.11    G4TS has  received no notices of breach and is not aware of any breach
          of the permitted  user  pursuant to current  planning  legislation  in
          respect of the use of the Premises.

7.9       Scottish Leasehold Premises

7.9.1

          (a)  The  particulars  of  the  Scottish  Leasehold  Premises shown in
               Clause 1 are true, complete and accurate.

          (b)  The  Company has a good  and  marketable  title  to the  Scottish
               Leasehold Premises for the estate or interest stated in Clause 1.

          (c)  The title deeds to the  Scottish  Leasehold  Premises  are in the
               Company's possession free from any Encumbrance.

          (d)  Save for the Edinburgh Premises and the Manchester Premises,  the
               Company does not own, is not in occupation of and is not entitled
               to any estate or interest in any heritable or leasehold  property
               other than the Scottish  Leasehold  Premises.  The Company is not
               party to any  uncompleted  agreement to acquire or dispose of any
               heritable, freehold or leasehold property.


                                       23


<PAGE>

          (e)  Except  in  relation  to  the  Scottish  Leasehold  Premises, the
               Company  has  no   liability   (whether   actual,   potential  or
               contingent)  in relation to any  heritable or leasehold  property
               and in  particular  the Company has never  assumed any  liability
               under  a  lease  (whether  as  landlord,   tenant,  guarantor  or
               otherwise) other than any leases stated in Clause 1.

7.9.2     Rights enjoyed with the Scottish Leasehold Premises

          So far as the Company is aware,  there are appurtenant to the Scottish
          Leasehold Premises all rights and servitudes necessary for its present
          use and enjoyment.

7.9.3     Occupation and use of the Scottish Leasehold Premises

          (a)  Except for any leases, tenancies or other rights of occupation to
               which the Scottish Leasehold  Premises are subject,  as stated in
               Schedule  1, the  Company  is in  occupation  of the whole of the
               Scottish  Leasehold  Premises  and no other  person has any right
               (actual  or  contingent)  to  possession  or  occupation  of  the
               Scottish Leasehold Premises, or any interest in it.

          (b)  The use of the  Scottish  Leasehold  Premises  as  stated  in the
               appropriate leases corresponds to the use to which it is in fact
               put.

7.9.4     Matters affecting the Scottish Leasehold Premises

          (a)  So   far  as   the  Company   is  aware,  without   having   made
               investigations of any third party or other corporate or statutory
               body in relation to the same,  the Scottish  Leasehold  Premises,
               are not affected by any of the following matters:

               (i)   any matter  which  conflicts with  the  present  use of the
                     Scottish Leasehold  Premises,   or  which  would  otherwise
                     restrict its continued  possession and  enjoyment,  for the
                     purposes set out in the appropriate leases;

               (ii)  any outstanding  breach or alleged  breach of  covenant  or
                     obligation or of any other restriction or condition, or any
                     dispute or complaint  within the three  years  prior to the
                     date of this Agreement, whether actual or threatened  which
                     has not been remedied;

                                       24


<PAGE>

               (iii) any  outstanding   notice,   order,   demand,   resolution,
                     proposal,  complaint  or  requirement issued or made, or to
                     the knowledge of the Company intended to be issued or made,
                     by any local or other competent authority or body;

          (b)  So  far   as   the   Company   is  aware,  without   having  made
               investigations of any third party or other corporate or statutory
               body  in  relation  to  the  same,  there  are no  demolition  or
               clearance orders,  enforcement  notices or stop notices affecting
               the Scottish Leasehold Premises nor, to the best of the Company's
               knowledge,  information and belief,  are there any  circumstances
               likely to lead to any being made.

          (c)  There are no disputes with any adjoining or  neighbouring  owners
               with respect to boundary  walls and fences or with respect to any
               servitude,  right or means of  access to the  Scottish  Leasehold
               Premises.

7.9.5     Outgoings

          The  Scottish  Leasehold  Premises  are not  subject to any  outgoings
          (other than uniform  business rates,  water charges and other standard
          payments to the relevant  water  company and, in the case of leasehold
          property, rent, service charge and insurance premiums under the lease)
          whether of a periodically  recurring nature or otherwise,  and whether
          payable by the owner or occupier of the Scottish Leasehold Premises.

7.9.6     Compliance with statutes and planning obligations

          The Company has  received no notices of breach and is not aware of any
          breach of the permitted user pursuant to current planning  legislation
          in respect of the use of the Scottish Leasehold Premises.

7.10      Assets

          The Company  has good title to all the Assets  used in its  activities
          except  those  Assets  which it uses and which are subject to lease or
          hire. The Assets are free from any Encumbrance or third party rights.

          None of the assets  which are either  rented or leased by the  Company
          have been repossessed by their owners and the Company has committed no
          breach  which would  allow the owner of the said  assets to  repossess
          them.

7.11      Vehicles

          The Company has good title to all the Vehicles (listed in Schedule 14)
          used in its activities  except the Rented Vehicles (listed in Schedule
          15) which it uses and which are subject to lease or hire. The Vehicles
          and the Rented  Vehicles are free from any  Encumbrance or third party
          rights.


                                       25

<PAGE>

          The  Vehicles  listed  in  Schedules  14 and 15 are in good  state  of
          maintenance and repair,  taking into consideration usual wear and tear
          and have passed their MOT (if relevant).

          None of the Vehicles  which are either rented or leased by the Company
          have been repossessed by their owners and the Company has committed no
          breach  which would allow the owner of the said  Vehicles to repossess
          them.

7.12      Intellectual property rights

7.12.1    Subject to the licences  referred to in  Clause 7.11.3 the  Company is
          without restriction the legitimate owner of the Intellectual  Property
          Rights  that  it  uses  in  carrying  out  its  activities.  A list of
          Intellectual Property Rights indicating their place of registration is
          set out in Schedule 16. These  registrations are valid and enforceable
          and the Seller has no knowledge of any matter which could lead to such
          Intellectual Property Rights being the subject of opposition.

7.12.2    The Company does not use any Intellectual  Property Right belonging to
          third  parties  and has  never  been  informed  of any  claim  in this
          respect.

7.12.3    The  Company has  not  given to any  third party any  licence or other
          authorisation  to use the  Intellectual  Property Rights and has never
          been informed of any use by a third party of such rights.

7.12.4    The  Company  benefits  from  licences  in respect of the Intellectual
          Property Rights set out in Schedule 17. These licences are valid, have
          been validly  granted to the Company and the Company has complied with
          all its  obligations in this respect.  The Company has not granted any
          sub-licence.

7.12.5    The  Company is entitled  to use without payment all material know how
          and other material technical information used by it in connection with
          its business or businesses and all information  concerning the methods
          and processes used by the Company,  and no rights to disclosure or use
          of any material know how or material technical information used by the
          Company has been granted to or claimed by any third party.

7.12.6    None of the  processes, products of the Company, know how or technical
          or other information used by the Company infringes, to the best of the
          Seller's knowledge and belief, any intellectual  property or any right
          of any other person,  relating in particular to intellectual property,
          or involves the unlicensed use of confidential  information  disclosed
          to the Company by any person in circumstances which might entitle that
          person to make a claim against the Company.


                                       26

<PAGE>

7.12.7    There are  no outstanding  claims against the Company for infringement
          of any intellectual  property or of any rights relating to it used (or
          which  has been  used) by the  Company  and no such  claims  have been
          settled by the giving of any  undertakings  which remain in force. The
          Company has not  received any actual or  threatened  claim that any of
          the Intellectual Property Rights is invalid.

7.12.8    Confidential information, including know-how and trade secrets used by
          the  Company  are kept  strictly  confidential.  The  Company  has not
          disclosed any of its confidential information to any other person save
          where a legally  binding and of full force and effect  confidentiality
          agreement in respect of such  disclosure  is in place.  The Seller and
          the  Company  are not aware of any such  confidentiality  having  been
          breached.

7.12.9    Schedule 18 details the computer software used by the Company and sets
          out, whether such computer  software belongs to the Company or whether
          the  Company  has a licence  in respect  of it.  The  Company  has not
          granted  a licence  to any  third  party in  respect  of the  computer
          software  belonging  to it and it has no  knowledge of any use of such
          computer software by any third party. The Company does not use without
          authorisation,  computer  software  belonging to third parties and has
          not been informed of any claim in this respect.

7.12.10   The computer software  owned by the Company or in respect of which the
          Company has been granted a license is sufficient  and  appropriate  to
          enable the Company to exercise its present activities.

7.12.11   So  far as the  Seller is  aware disaster recovery plans are in effect
          and are  adequate  to  ensure  that the  computer  hardware,  computer
          software and/or data can be replaced or substituted  without  material
          disruption to the business of the Company.

7.12.12   So far as  the Seller is aware the Company  has adequate procedures to
          ensure  internal  and  external  security  of the  computer  hardware,
          computer software and data, including (without limitation)  procedures
          for preventing  unauthorised access,  preventing the introduction of a
          virus,  taking and storing on-site and off-site  back-up copies of the
          computer software and data.


                                       27

<PAGE>


7.12.13   The computer hardware and the computer software have not in the period
          of 12 months  immediately prior to Completion been unduly  interrupted
          or hindered the running or operation of the Company's business.

7.13      Insurance

7.13.1    The Company  has at  all times maintained insurance coverage of a type
          and level reasonably  appropriate to the businesses  carried out by it
          in  respect  of, in  particular  but not  limited  to,  its Assets and
          Vehicles, whether owned or rented, Leasehold Premises,  activities and
          operations.

7.13.2    Schedule 19  lists the insurance  policies entered into by the Company
          and which will be available  after the  Completion  together  with the
          insurance  policies  entered into by the Company and which will not be
          available after Completion.

7.13.3    These  policies  extend  to all risks which have to be or are normally
          insured  against  in  respect  of the  activities  carried  out by the
          Company,  and more  particularly  all loss of opportunity or any other
          liability resulting from the products.

7.13.4    Schedule  20  sets  out  the  incidents  for  the  previous  three (3)
          accounting  periods in respect of which the  Company  has made  claims
          under the policies set out in Schedule 19 together  with the amount of
          payments made under such policies.

7.13.5    The  Company is up-to-date with the payment of its premiums in respect
          of the policies  mentioned  in Schedule 19 and has  complied  with all
          formalities and contractual  clauses  contained in such policies;  the
          Company has not been informed by the insurance  companies concerned of
          their intention to increase the premiums, or to terminate the policies
          or not to renew them.

7.14      Environment

7.14.1    The  Company  has  complied  with and  is not  in violation  of the UK
          legislation in place in relation to  environmental  matters in respect
          of protection of the environment and nature,  waste,  water,  soil and
          sub-soil  pollution,  storing,  labelling,  packaging and transport of
          hazardous,   radioactive  or   carcinogenic   materials,   substances,
          preparations and products.

7.14.2    To  the  Seller's  and the  Company's knowledge there are no hazardous
          materials  contained  in the soil,  groundwater  or  buildings  of the
          Leasehold   Premises   which   could   lead  to  a  danger,   material
          disadvantage,  nuisance  to  individuals  or the  public or  otherwise
          requiring  instantly to be removed or otherwise  cured pursuant to any
          presently  existing  mandatory  law  or  any  existing  or  threatened
          governmental or municipal order.


                                       28


<PAGE>

7.15      Litigation

7.15.1    The  Company  is  not   subject  to  any  claim  from  third  parties,
          contentious  or   non-contentious,   in  respect  of  any  default  in
          performance of its obligations resulting from contracts, agreements or
          undertakings signed by it.

7.15.2    The  Company  is  not  subject  to  any litigation, legal proceedings,
          investigation or administrative proceedings or arbitration,  and there
          is no fact or event which suggests that such proceedings may arise.

7.15.3    The  Company is not, and  has not been, parties to or concerned by any
          agreement,  decision  or practice by Article 81 of the Treaty of Rome,
          nor is it abusing nor has it abused, a dominant position as prohibited
          by Article 82 of the Treaty of Rome.

7.16      Customers and suppliers

7.16.1    Schedule 21  contains a list  of the twenty (20) main customers of the
          Company.

7.16.2    Schedule 22 contains a  list of the top  five  (5)  suppliers  of  the
          Company.

7.17      Contracts

7.17.1    Schedule 23  contains  a  list of  the contracts entered into  by  the
          Company:

          (a)  with its customers  and  involving an amount of seventy  thousand
               pounds ((pound)70,000) or more per annum;

          (b)  with  its  suppliers  and  involving  an  amount  of  thirty-five
               thousand pounds ((pound)35,000) or more per annum.

7.17.2    The  Contracts referred to in Clause 7.17.1 (the "Material Contracts")
          are sufficiently  legally documented to enable the Company to exercise
          its rights  thereunder.  The Material  Contracts are in full force and
          effect  and are not  subject  to any  contentious  or  non-contentious
          claim.  The Company has complied with its contractual  obligations and
          the Seller has no  knowledge  of any event  which may exist  which may
          give rise to  termination  or render the  contracts  void or which may
          authorise a third party to demand  prompt  payment or give rise to any
          liability on the part of the Company or its officers or employees.


                                       29


<PAGE>


7.17.3    Neither  the  execution of  this  Agreement nor the performance of the
          Agreement  contemplated  herein  will  violate  or  conflict  with the
          constitutional  documents of the Company,  or violate or  constitute a
          default under any material  contract,  agreement,  mortgage,  or other
          instrument or order, judgement or ruling of any governmental authority
          to which the  Company  is a party or to which any of its  property  is
          bound.

7.17.4    There  exists  no contract or  undertaking  containing  a  termination
          clause or a prompt payment clause or a modification  to the provisions
          in the event of a change of owner of the Company.

7.18      Tax Regulations

7.18.1    The Company has  paid  all  Taxes  owing  under  any  Tax  Regulations
          (whether or not  reflected  on any tax  return),  and has withheld and
          paid all Taxes  required to have been  withheld and paid in connection
          with amounts paid or owing to any  employee,  independent  contractor,
          creditor,  shareholder, or other party, and has collected and paid all
          Taxes  required to have been  collected  and paid in  connection  with
          amounts charged to customers or other parties, and adequate provisions
          have been made in the Accounts for all future Taxation relating to the
          period before Completion. For purposes of determining whether adequate
          provisions  have  been  made  in the  Accounts,  Tax  items  shall  be
          apportioned  between  pre-Completion  activities  and  post-Completion
          activities  based  upon a  closing  of the books  and  records  of the
          Company as of Completion (or, if an actual closing is not feasible, on
          an equitable pro forma basis that has a comparable  economic result to
          the  result  that  would  have been  obtained  had an  actual  closing
          occurred).

7.18.2    The Company  has satisfied  all filing requirements for tax returns or
          other  declarations  required  by the  Tax  Regulations  in  the  form
          required within the necessary time limit.

7.18.3    The  Company  has  complied with all applicable Tax Regulations of the
          UK.

7.18.4    The Company is not subject to any current or proposed tax examination,
          enquiry or  investigation  in relation to Taxes and the Company is not
          aware,  directly or  indirectly,  of any tax  examination,  enquiry or
          investigation  in respect  of Taxes or any  enquiry  instigated  by an
          administrative  authority leading, or likely to lead to the payment of
          a Tax or an  assessment  of any Tax . The Company has not received any
          notice  of  assessment  which  remains  to be  discharged,  nor has it
          otherwise  been informed (in writing or orally) by any  administrative
          authority of its  intention to issue any  assessment  whatsoever.  The
          Company  is not and does not  expect  to be  involved  in any  dispute
          relating to Tax.


                                       30

<PAGE>


7.18.5    The  Company  has   not  entered   into  any  agreement,  transaction,
          arrangement,  or  scheme  which  might  be  reassessed,   rejected  or
          re-qualified  on the grounds that the Company has  attempted to evade,
          circumvent or reduce its Tax obligations or that of another person.

7.18.6    The  Company  has  not   entered   into  any  agreement,  transaction,
          arrangement,  or scheme  or  obtained  any  concession,  allowance  or
          abatement in respect of a Tax,  with any  administrative  or political
          authority  whatsoever that is not based on a strict application of the
          Tax Regulations.

7.18.7    The Company is incorporated under the laws of  England and  Wales  and
          has always been  exclusively  resident in Scotland and England for the
          purpose of Taxes, and has no permanent establishments or other taxable
          presence for the purpose of or as defined by Tax  Regulations,  in any
          country outside of Scotland and England.

7.18.8    The Company maintains its accounts and records for a minimum period of
          7 years.

7.18.9    No liens for Taxes  are imposed upon the Company's assets.

7.18.10   There are no outstanding rulings of, or requests for rulings with, any
          taxing authority addressed to the Company that are, or if issued would
          be, binding upon the Company for any period following Completion.

7.18.11   The  Company  has not  agreed to the extension of time with respect to
          the filing of any tax return or other declaration,  the payment of any
          Taxes, or any limitation period regarding the assessment or collection
          of any Taxes.

7.18.12   No   item   of   income   or   gain  reported  for Tax purposes in any
          pre-Completion  tax period  will be required to be included in taxable
          income for any post-Completion tax period.

7.18.13   The Company has not within  the period of six years ending on the date
          of this  Agreement  paid or become  liable to pay any  penalty,  fine,
          surcharge or interest in connection with any Tax.

7.18.14   The  amount  of  Tax  chargeable  on the Company during any accounting
          period  ending on or within the six years  before  Completion  has not
          depended on any  concessions,  agreements  or other formal or informal
          arrangements with any taxing authority.

7.18.15   All  applications  for  clearance  or consent by the Company or on its
          behalf or  affecting  the  Company  has been made and  obtained on the
          basis of full and accurate disclosure to the relevant taxing authority
          of all  relevant  material  facts  and  considerations;  and  for  any

                                       31

<PAGE>

          transaction  for  which  clearance  or  consent  was  required,   such
          clearance  or consent and the  relevant  transaction  was carried into
          effect only in accordance with the terms of the relevant  clearance or
          consent.

7.18.16   The Company  has  filed all  requests, forms and applications to get a
          Tax refund, a Tax reduction,  credit for Taxes paid or accrued,  input
          tax  relief,  tax loss carry  forwards  or any other Tax  benefit in a
          timely manner.

7.18.17   No  liability to  national  insurance contributions  or  obligation to
          account  for  income  tax could  fall on the  Company as a result of a
          chargeable  event  (within the meaning of Part 7 Income Tax  (Earnings
          and Pensions) Act 2003) before,  at or after  Completion in respect of
          securities  and interests in securities  made  available or securities
          options  granted to an employee or director prior to Completion and no
          share incentive  scheme in which employees or directors of the Company
          participate  has been  established  by the Company,  the Seller or any
          Seller's Group Affiliate.

7.18.18   The  Company  is  not, nor  will  it  become, liable  to  pay, or make
          reimbursement  or  indemnity  in  respect  of,  any Taxes (or  amounts
          corresponding   to  any  Taxes)   payable  by  or   chargeable  on  or
          attributable  to any  other  person,  whether  in  consequence  of the
          failure by that  person to  discharge  that Tax  within any  specified
          period or  otherwise,  where such Tax  relates to a profit,  income or
          gain, transaction,  event, omission or circumstance arising, occurring
          or deemed to arise or occur (whether  wholly or partly) on or prior to
          Completion.

7.18.19   The Company  does not  own any asset which, as a result of the sale of
          the  Shares  pursuant  to this  Agreement,  will give rise to a charge
          under section 179 Taxation of Chargeable Gains Act 1992.

7.18.20   The Company  has not claimed relief from stamp duty or stamp duty land
          tax in circumstances  where such relief could be withdrawn (whether by
          reason of the sale of the Shares under this Agreement or otherwise).

7.18.21   The  Company has not entered into any group payment arrangements under
          the provisions of section 36 Finance Act 1998.

7.18.22   The   Company  has   not  undertaken,  or  agreed  to  undertake,  any
          transaction  or made any  provision  which is otherwise  than on fully
          arm's  length terms and there are no  circumstances  which could cause
          any taxation authority to make or require to be made any adjustment to
          the terms on which such  transactions are or such provision is treated
          as  taking  place.  Documentation  is  available  to  demonstrate  the
          criteria  taken into  account in  determining  arm's  length terms for
          transactions to the extent required by law.


                                       32

<PAGE>

7.19      Bank accounts, delegations of power, etc.

7.19.1    Schedule 24 lists the bank accounts and safety deposits in the name of
          the Company  and sets out the  authorised  signatories  as well as the
          required  conditions,  in particular in relation to joint signatories,
          for the operation of the accounts and access to the safety deposits.

7.19.2    Schedule 25 contains  a list of all nominated signatories, delegations
          of power,  proxies  and  authorisations  of  whatever  nature and form
          granted  by the  Company to any  person  for other  purposes  than the
          operation of bank accounts.

7.20      Authorisations and other permits

          The  Company has all the  Authorisations  necessary  to  exercise  its
          present activities.  These Authorisations are in full force and effect
          and the  activities of the Company are carried out in accordance  with
          such authorisations and permits.

7.21      Effect of the transfer of the Sale Shares

          The  transfer  of the Sale  Shares to the Buyer  will not affect in an
          adverse way the legal situation of the Company and will have no effect
          on the rights and obligations of the Company in respect of any person;
          in  particular,  the transfer of the Sale Shares will not give rise to
          any event of default or  termination  of any of the contracts to which
          the Company is a party.

7.22      Material adverse change

          Since the Last Accounting Date:

          (a)  There  has  been  no  distribution  to   shareholders,   nor  any
               depreciation,  increase or  reduction  in  capital in the respect
               of the Company;

          (b)  No undertaking  or  obligation  has been  entered  into  which is
               outside the usual  business  of the  Company or has been  entered
               into in unusual circumstances;

          (c)  The  activities  of the  Company  have  been  carried  out in the
               ordinary and normal course of business in such a way as to ensure
               their continuity;

          (d)  The Company has not amended the Accounting Methods and Principles
               and has not  revalued  any assets,  nor  written-off  any debt in
               excess of five thousand pounds ((pound)5,000).


                                       33


<PAGE>

7.23      Representations, Warranties and Schedules true and correct

          The  representations  and warranties  contained herein, as well as the
          Schedules  attached,  are true,  exact and  complete as of the date of
          this Agreement.

          There is no undisclosed  fact,  agreement or document which, if it had
          been disclosed,  would be reasonably expected to have caused the Buyer
          not to enter into this  Agreement  or to enter into this  Agreement on
          materially different terms.

8.        OTHER OBLIGATIONS OF THE SELLER
          -------------------------------

8.1       Management of the Company up to Completion

8.1.1     The  Seller  warrants  and  represents  that  from  the  Date  of this
          Agreement until Completion:

          (a)  No decision will be taken by the Company  which  affects or could
               affect in a material  and  adverse way the  financial  assets and
               liabilities the situation or the profitability of the Company;

          (b)  No decision on the  declaration  or payment of  dividends  or any
               other   distribution  to  shareholders,   nor  any  depreciation,
               increase or  reduction in capital will be taken in respect of the
               Company;

          (c)  No undertaking  or  obligation  will be entered  into outside the
               usual business of the Company or subject to unusual conditions;

          (d)  The activities of the Company will be managed in the ordinary and
               normal  course of  business  and in such a way as to  ensure  its
               continuity;

          (e)  The Company  will  use its  commercially  reasonable  efforts  to
               preserve  its  relationship  with its  customers,  suppliers  and
               others having a business relationship with the Company;

          (f)  The Company will not modify in any way the Accounting Methods and
               Principles  and  will  not revalue any  assets, nor write-off any
               debt.

8.1.2     Without limitation to the general character of Clause 8.1.1 above, the
          following  decisions  will  require the prior  written  consent of the
          Buyer but so long as such  consent  is given,  will not  constitute  a
          breach of Clause 8.1.1  provided  that the Buyer may not  unreasonably
          withhold such consent if the Seller demonstrates that such decision is
          necessary   to   ensure   the   full   viability,   marketability   or
          competitiveness of the Company:


                                       34

<PAGE>


          (a)  A single payment  exceeding in total  (pound)35,000  (thirty-five
               thousand pounds), with the exception of reimbursements previously
               made by the Seller  and of which the Buyer is aware and  payments
               in respect of salaried employees, Taxes and rents;

          (b)  The granting of, or application by the Company for a loan, credit
               or monetary facility;

          (c)  The granting of, or  application  by the Company for a guarantee,
               charge,  pledge or other  encumbrance  and the  execution  of any
               letter of intent or letter of comfort;

          (d)  The entering into of any  agreement  with  corporate  officers or
               employees  of the Company and any  increase in  remuneration  not
               imposed  by law or a  contract  in  force  at the  date  of  this
               Agreement, as well as the granting of any benefit whatsoever;

          (e)  The recruitment of all salaried  employees  having a gross annual
               remuneration  in excess of  (pound)21,000  (twenty  one  thousand
               pounds),  or the  negotiation  of  any  agreement  whatsoever  in
               relation to collective agreements of employees of the Company;

          (f)  Salary increases of employees  having a gross annual remuneration
               in excess of (pound)21,000 (twenty-one thousand pounds);

          (g)  The entering  into new  employment  contracts  that  would have a
               material impact or materially  modify the terms and conditions of
               the current employment agreements;

          (h)  The launching of new activities or new products;

          (i)  The  entering  into  of  all  contracts  in  excess  of a sum  of
               (pound)35,000  (thirty-five  thousand  pounds)  or  with a  fixed
               duration exceeding twelve (12) months;

          (j)  The  termination  by  the Company of all contracts in excess of a
               sum of (pound)21,000  (twenty-one thousand pounds)or with a fixed
               duration exceeding twelve (12) months;

          (k)  All changes in the activity or in the  Memorandum  or Articles of
               Association of the Company; and

          (l)  Transfer of any assets of the Company.


                                       35

<PAGE>

8.1.3     From  the  date  of  this Agreement until  the Date of Completion, the
          Seller will notify the Buyer (i) of any  emergency or material  change
          in the  normal  conduct of the  Company  and (ii) of the threat or the
          initiation of any litigation against the Company,  and will keep Buyer
          fully informed of developments  with respect to such events and afford
          Buyer's representatives full access to all materials in its possession
          relating thereto.

8.2       Situation at Completion

8.2.1     The  Seller  warrants  that  all  the  representations  and warranties
          contained  in Clause 7 and the  information  set out in the  Schedules
          including  the  Disclosure  Schedule  will,  be true and  complete  at
          Completion as if such  representations  and  warranties had been given
          and granted as that date.

8.2.2     The Seller may update the Schedules of this Agreement in order to take
          into  account  changes  arising  prior to  Completion  or  matters  in
          relation to which the Buyer has given its  consent.  The Seller  shall
          notify  the  Buyer  of all  changes  to  the  Schedules  and  wherever
          reasonably  practicable the changes to the Schedules shall be made and
          notified to the Buyer at least 48 hours prior to Completion.

8.3       Non-competition, non-solicitation and confidentiality undertaking

8.3.1     Except as  provided in Clause  8.4.2 or as  compelled  by law or legal
          authority,  with  effect  from  the Date of this  Agreement  and for a
          period  of  three  years  from  the  date of  Completion,  the  Seller
          undertakes  that neither the Seller nor Seller's Group  Affiliates for
          whom  the  Seller  is  responsible,  shall  at any  time  directly  or
          indirectly  by themselves  or in  conjunction  with any other party or
          venture,  unless first authorised by the Buyer in writing,  utilize or
          disclose  to any  third  party  any  commercial  secret,  know-how  or
          confidential  information  belonging to the Company or its activities.
          Notwithstanding  the  foregoing,  save as  compelled  by law or  legal
          authority,  in no  circumstances  may such  information be utilised or
          disclosed for a period of 6 months following Completion.

8.3.2     From  the  Date of this  Agreement and for a period of six months from
          the date of Completion,  the Seller undertakes that neither the Seller
          nor the Sellers' Group Affiliates for whom it is responsible, shall at
          any time directly or indirectly by themselves or in  conjunction  with
          any other party or venture,  canvass or solicit  orders for the supply
          of services substantially similar to or otherwise competing with those
          supplied  by the  Company as at  Completion  in the  normal  course of
          business  from any person who was a customer  of the  Company as at 28
          May 2004 or is a customer at the date of Completion, or induce or seek
          to induce any such person to cease being a customer of the Company.


                                       36


<PAGE>

8.3.3     From the Date of this Agreement and for a period of two years from the
          date of Completion,  the Seller undertakes that neither the Seller nor
          the Sellers' Group Affiliates for whom it is responsible, shall at any
          time directly or indirectly by themselves or in  conjunction  with any
          other party or venture,  solicit any of the  employees  of the Company
          whose  names  are  listed  below  to leave  their  present  or  future
          functions  within the Company or employ  directly or  indirectly  such
          employees.  The  employees in respect of whom these  provisions  apply
          are:

               o Fiona Burke

               o Denise McNeill

               o Ken Barnes

               o Malcolm Young

               o Carol Moloney

               o Claire Peck

8.4       Undertaking of exclusivity

8.4.1     Except  as provided  in Clause 8.4.2  the Seller undertakes neither to
          transfer  Sale Shares to a third  party,  nor to grant any third party
          any rights over the Sale Shares nor to take any steps nor to engage in
          any  negotiation  in relation to acquiring any interest in the capital
          of the Company,  nor take any action,  whether directly or indirectly,
          with the intention of impeding or preventing the Buyer from purchasing
          the  Sale  Shares,  until  Completion,  or until  termination  of this
          Agreement.

8.4.2     It is understood that the Seller shall not be precluded from advancing
          discussions  with  prospective   alternative  buyers  of  the  Company
          provided however that the Seller shall:

          (i)  enter  into  all  necessary  and   appropriate   legally  binding
               confidentiality  undertakings  with  all such  other  prospective
               alternative buyers;

          (ii) fully coordinate all discussions  with, and hold such discussions
               only  with,  the  Monitoring  Trustee  approval.  Any  action  or
               disclosure  of  information  shall  be  limited  to what  the the
               Monitoring Trustee deems permissible, with a view to:


                                       37


<PAGE>

               (a) ensuring that no information is provided that is commercially
               sensitive or  that could endanger  the viability and stability of
               the Business; and

               (b) preserving  the  current  and  future  competitiveness of the
               Business;

          (iii) inform all  alternative  buyers of the  fact that the Seller has
                entered into a legally binding and  confidential  agreement  for
                the  sale of  the  Shares  to  the  Buyer,  subject  only  to EU
                Commission  approval. Accordingly,  all prospective  alternative
                buyers shall be made specifically aware that their engagement in
                the sale process is only as an alternative in the event that the
                Transactions with the Buyer fail to close;

          (iv)  be  precluded  from  providing  prospective  alternative  buyers
                access to management  and  employees  of the Company and Company
                site visits;

          (v)   not develop  or  discuss  any  potential   transaction  with  an
                alternative buyer  beyond  a  stage  that  could  reasonably  be
                characterised as  preliminary  drafting based on the first draft
                Sale and Purchase Agreement provided initially to the Buyer. For
                the  avoidance of doubt, no final  documents  shall be agreed or
                exchanged,  regardless  of  whether  or  not  they  are  legally
                binding.

          (vi)  together with the Buyer, use their respective best endeavours to
                coordinate  and   promptly  take   any  action  that  is  deemed
                reasonably  necessary or  advisable by the parties to facilitate
                the EU  Commission  approval  of  the  Seller's  submission  and
                request for approval of this Transaction; and

          (vii) refer prospective  alternative  buyers only to Graham Foster and
                S0ren  Lundsberg-Nielsen both of G4S plc,  who shall be the only
                authorised  individuals to deal with any prospective alternative
                buyers.

8.5       Transitional period and services

8.5.1     The Company shall  be authorised, subject to its entering into a trade
          mark  licence  in the form set out in  Schedule  26,  during a maximum
          period of six months from the date of  Completion,  to continue to use
          all patents,  trademarks,  service marks, trade names, logos,  company
          names,  designs  and  models,  know-how,   copyrights  and  industrial
          property  rights  which are  currently  registered  in the name of the
          Company or used by the Company, including the stationery and uniforms,
          but only in the same  manner  and for the same  purposes  as they were
          used prior to the date of Completion


                                       38

<PAGE>

          For the avoidance of doubt, no other rights  whatsoever are granted to
          the Company or the Buyer in respect of the names  "Securicor",  "Group
          4" "Group 4 Falck" or "Falck" or any associated trademarks.

8.5.2     The  Seller has committed to  provide the Company with  necessary  and
          adequate  transitional  services for up to 6 months post Completion as
          reasonably requested by the Buyer and reasonably  sufficient to enable
          the Company to be fully  functional  in  relation  to its  business as
          conducted prior to Completion.  The Buyer will use its best efforts to
          make the  transition  as short as  possible  and  cease the use of the
          services as soon as possible within the 6 month period. The outline of
          the main services currently being provided to the Company is specified
          in  Document  18  referred  to in  Schedule  2,  Part  (b).  Prior  to
          Completion  the  parties  will use their best  efforts to develop  and
          agree  a  comprehensive   Transitional   Services   Agreement  ("TSA")
          specifying  the  services  to a  degree  necessary  for the  practical
          implementation  of the services.  The  transitional  services shall be
          provided by the Seller at no cost to the Buyer or the Company.

          8.5.2.1  The Seller shall provide the following  transitional services
          to the Company:

          (a)  Collect,  compile,  analyse and  present  the monthly  management
               accounts   consistent   with  past   practice,   subject  to  the
               information  being  provided  by the  Company in a timely  manner
               meeting the same reporting deadlines as prior to divestment.

          (b)  Continue to provide management  information  consistent with past
               practice  and  provide  the  same  availability  as  prior to the
               divestment.

          (c)  Making   available   appropriate   and   agreed  procurement  and
               purchasing  systems and  information  and provide  necessary  and
               relevant supervision of actual procurement.

          (d)  Making  available  appropriate  and agreed  invoicing  and credit
               control  systems  and  information  and  provide   necessary  and
               relevant supervision of actual invoicing and credit control.

          (e)  Making available an  appropriate  and agreed  payroll  system and
               providing the necessary and relevant  supervision  for the actual
               handling of the payroll.

          (f)  HR  support   comprising  general  advice  and  guidance,  mainly
               provided by phone and e-mail as a back office hot line service.


                                       39

<PAGE>

          (g)  Contract  management  comprising  general  advice  and  guidance,
               mainly  provided  by phone and  e-mail as a back  office hot line
               service.

          (h)  Support for supervising  and  maintaining the IT systems with the
               aim of preserving the same  availability and functionality as pre
               Completion.   Further,   necessary  support  and  supervision  to
               facilitate  migration  of IT  systems to be  operated  on a stand
               alone basis and/or provide the integration into and connection to
               the Buyer's IT Systems.

          (i)  To the extent that the Company prior to Completion as part of its
               ordinary  operation was utilising services provided by the Seller
               or a Seller's Group Affiliate, which is not adequately covered as
               part  of  sub-clauses  (a) to (h)  above,  then  such  additional
               service shall continue to be provided by Seller as a transitional
               service consistent with past practice.

          (j)  All equipment  utilised by the  Company,  as part of its ordinary
               operation  prior  to  Completion  shall  be  deemed  as an  asset
               belonging to the Company,  regardless  of whether the Company has
               title or other  legal  entitlement  to use such  asset,  with the
               effect that the Seller or a Seller's Group Affiliate cannot claim
               a right to take possession of such equipment. However, should the
               Seller  intend  to take  possession  of any such  asset  then the
               Seller shall give the Buyer reasonable prior notice before taking
               any such action.

          8.5.2.2   The  Seller shall supply such specified transitional service
          on the following main conditions:

          (a)  Seller is providing  the  services  at its own cost and shall not
               invoice any cost to the Buyer or the Company.

          (b)  Seller  has the  management  control  over by whom  and how  such
               services will be provided.

          (c)  Seller shall not  undertake  any liabilities for the provision of
               services  or  liability  for the  services or lack of same beyond
               what  liabilities  a  non-related   outsourcing   provider  would
               normally be expected to accept to undertake.

          (d)  If Buyer  requests service  beyond the 6 month  period and Seller
               agrees to provide such service,  Seller reserves to do this on an
               arms length charging basis.


                                   40


<PAGE>

9.        REPRESENTATIONS AND WARRANTIES OF THE BUYER
          -------------------------------------------

9.1       The Buyer  represents  and warrants to the  Seller that the Buyer is a
          company which is duly  incorporated  and  registered,  that it validly
          exists under the laws of England and Wales,  is not in  administration
          proceedings and is not subject to a voluntary  liquidation  procedure;
          the Buyer  represents  and warrants  equally that it is not subject to
          any proceedings whether or not criminal which restricts the Buyer from
          purchasing  the Sale  Shares  in  accordance  with  the  terms of this
          Agreement and that its directors and other corporate  officers are not
          subject to any criminal  proceedings  restricting them from exercising
          the powers or functions they may exercise on behalf of the Buyer.  The
          Buyer  represents  and warrants that the signing of this Agreement has
          been duly  authorised by its corporate  bodies and that this Agreement
          constitutes  for it an agreement  which is binding in accordance  with
          its terms.

9.2       In  order  to  ensure  full and  complete information, the  Seller has
          delivered to the Buyer and its advisors, the documents and information
          listed in Schedule 27, such documents and  information  contain legal,
          financial, accounting and commercial data. It is on the basis of these
          documents and this information  delivered to and reviewed by the Buyer
          that the Buyer has decided to purchase  the Sale Shares in  accordance
          with the terms of this Agreement.

          It  has  been   expressly   agreed   between  the  Parties   that  the
          representations  and  warranties of the Buyer in this  Agreement  will
          have no effect on the scope of the  representations  and warranties of
          the Seller  contained in Clause 7 and, save for the warranty  given in
          Clause 9.3, on the effectiveness of the claims procedures contained in
          this  Agreement and in  particular in Clause 10. Only the  information
          contained in this Agreement or in its Schedules attached (as it exists
          of the Date of this  Agreement or which is updated in accordance  with
          Clause 8.2.2 may release the Seller from its  liability in  accordance
          with Clause 10.

9.3       The  Buyer  hereby  warrants  to  the  Seller  that  it  has no actual
          knowledge of a breach of or  inconsistency  with any of the warranties
          or representations  set out in Clause 7, except for matters set out in
          the  Disclosure  Schedule and except for the fact that the Company has
          historically  claimed  Industrial  Buildings  Allowances  until  2001;
          notwithstanding  the foregoing,  to the extent that this fact may be a
          breach   or   inconsistency   with   any   of   the   warranties   and
          representations, the Buyer would have a claim.

9.4       The Buyer acknowledges that it has not been induced to enter into this
          Agreement by, nor has it relied upon, anything other than the entirety
          of this  Agreement,  including but not limited to the  representations
          and warranties set out in Clause 7.


                                       41

<PAGE>


                          SECTION III - INDEMNIFICATION
                          -----------------------------

10.       INDEMNIFICATION
          ---------------

10.1      Principle

10.1.1    The  Seller  undertakes  to  indemnify the  Buyer, or any other person
          nominated by the Buyer, against:

          (a)  any Loss that the Company  or the Buyer may suffer by virtue of a
               reduction in the value of an item of assets or an increase in the
               value of an item of  liabilities  resulting  from a liability not
               being specifically  accounted for or insufficient provision being
               made for it in the  Accounts,  as long as the  cause or origin of
               this reduction in assets or increase in liabilities  arises prior
               to Completion;

          (b)  any Loss that the Company or the Buyer  suffer as a result of any
               breach,   inaccuracy  or  omission  in  the  representations  and
               warranties contained in Clause 7 or of the non-performance by the
               Seller of any of its obligations under this Agreement, as long as
               such Loss has not been  indemnified  in full by the provisions of
               Clause 10.1.1 (a) above;

          (c)  any Loss that the Company suffers in respect of Taxes in relation
               to a period prior to Completion  which has not been  accounted or
               provided for in the Accounts;

          (d)  any Loss that the  Company suffers in respect of value added tax,
               whether such Loss arises in respect of matters  occurring  before
               or after  Completion,  where the liability in question relates to
               supplies made by any company (other than the Company) which is or
               was a member of the same value  added tax group as the Company on
               or before Completion.

10.1.2    The obligation  to indemnify applies as well to all events which occur
          between the Date of this  Agreement and  Completion and which have the
          effect of rendering the  representations,  warranties and undertakings
          contained  in Section II incorrect  or  incomplete  whether or not the
          Loss suffered could not be ascertained  or was not  ascertained  until
          after Completion.

10.1.3    If  the  Loss to which the provisions of Clause 10.1.1 applies relates
          to  Taxes,  the  undertaking  of the  Seller  under  Clause  10.1.1 to
          indemnify the Buyer is agreed to be an undertaking to pay to the Buyer
          an amount equal to the liability to Taxes.


                                       42

<PAGE>

10.2      Net Loss

          The Seller is only liable to indemnify  the net Loss. In this respect,
          the total indemnity  under this clause will be calculated  taking into
          account the following factors:

          (a)  If the event which forms the basis of a request for an  indemnity
               for Loss has  given  rise to the  making  of a  provision  in the
               Accounts, the amount of the indemnifiable Loss will be reduced by
               the amount of the provision in the Accounts  specifically  booked
               to cover such Loss;

          (b)  If the  event gives  rise to an insurance claim and recovery paid
               to the  Company  or to the  Buyer,  the  amount  of the  Seller's
               liability shall be reduced by such payment;

          (c)  Any tax adjustment  which has the sole effect of  transferring an
               expense  or an  income  from  one  financial  year  to  the  next
               financial  year will only be taken  into  account  in  respect of
               interest  and late  payment  penalties  on the  transfer  of such
               expenditures or income;

          (d)  All amounts paid by the Seller or the Buyer, as the  case may be,
               under the terms hereof  shall be treated to the extent  permitted
               under applicable tax law as adjustments to the Purchase Price for
               all Tax purposes, and to the extent not so permitted,  the amount
               of any such  payment  shall be increased to take into account the
               Tax, if any, resulting from the receipt of such payment.

10.3      Limitations of Liability

10.3.1    The Seller shall not be liable to the Buyer pursuant to Clause 10.1 or
          for a breach of the warranties or representations set out in Clause 7:

          10.3.1.1 to the extent that the claim relates to any matters disclosed
          in the Disclosure Schedule.

          10.3.1.2 to the extent that a claim arises:-

          (a)  wholly or partly from an act or omission occurring at the request
               of or with the  written  consent of the Buyer or (on or after the
               date of Completion) the Company;

          (b)  wholly or partly from an act or omission  since the last Accounts
               Date compelled by law;


                                       43

<PAGE>

          (c)  wholly or partly as a result of any increase in rates of taxation
               since the Last Accounting Date;

          (d)  wholly  or partly  as a result of the passing after Completion of
               an enactment or other  government  regulation with  retrospective
               effect.

          10.3.1.3 to the extent that the subject of the claim:

          (a)  has been or is made good or is otherwise compensated  for without
               cost to the Buyer or the Company; or

          (b)  is or but for this Agreement  would be recoverable by the Company
               by  insurance  in place at  Completion,  or  would  have  been so
               recoverable  but for any change in the terms of  insurance  since
               the date of Completion.

10.4      Where the Buyer and/or the Company are at any time entitled to recover
          from some other person any sum in respect of any matter giving rise to
          a claim under Clause 10.1 or under any of the other provisions of this
          Agreement  the Buyer shall and shall  procure  that the Company  shall
          undertake  all  reasonable  steps to enforce such a recovery  prior to
          taking  any  action  (other  than  notifying  the Seller of the claim)
          against  the  Seller  and in the event  that the Buyer or the  Company
          shall  recover  any amount  from such  other  person the amount of the
          claim  against  the Seller  shall be  reduced by the amount  recovered
          PROVIDED THAT

          (i)  the costs and expenses of such action are paid for by the Seller;
               and

          (ii) time for bringing a claim against the Seller  pursuant to Clauses
               12.1 or 12.2 is  extended to a period of three  months  following
               cessation of such third party claim.

10.5      If  the  Seller  pays at any time  to the  Buyer or to the Company any
          amount  pursuant  to a claim  pursuant to Clause 10.1 and the Buyer or
          the Company  subsequently  becomes entitled to recover from some other
          person any sum in respect of any matter  giving rise to such claim the
          Buyer shall procure that the Company shall take all necessary steps to
          enforce  such a recovery  and shall  forthwith  repay to the Seller so
          much of the  amount  paid by them to the Buyer or the  Company as does
          not exceed the sum  recovered  from such other  person less all costs,
          charges  and  expenses  incurred  by  the  Buyer  or  the  Company  in
          recovering that sum from such other person.


                                       44

<PAGE>


10.6      The  Buyer shall  be  liable to the Seller in respect of any Loss that
          the Seller  suffers as a result of any breach,  inaccuracy or omission
          in the representations and warranties  contained in Clause 9 or of the
          non-performance  by the  Buyer of any of its  obligations  under  this
          Agreement.

10.7      The Buyer accepts that it has a general duty to mitigate its Loss.

11.       FLOOR THRESHOLD AND CEILING
          ---------------------------

11.1      Floor

          The Seller will only be liable to the Buyer  under  Clause 9 or Clause
          10 if an individual  Loss giving rise to a claim under this  Agreement
          exceeds the sum of (pound)7,000 (seven thousand pounds).

11.2      Ceiling

          The total  amount  for  which the  Seller  may be  liable  under  this
          Agreement  shall not  exceed  an amount  which is equal to 100% of the
          Purchase Price.

11.3      Exception

          The floor and ceiling in this Clause 11 will not apply :

          (a)  in the case of fraudulent or intentional conduct of the Seller in
               the context of the operations set out in this Agreement;

          (b)  to claims  arising from a violation  of Clause 7.17 (Tax) of this
               Agreement;

          (c)  to claims  arising from  a violation of Clause 7.13 (Environment)
               of this  Agreement,  where the  ceiling  for such claim shall not
               exceed an amount equal to 50% of the Purchase Price;

          (d)  to claims  arising from any  customers of the Company  alleging a
               loss or shortfall in the Customer Accounts.

          (e)  in the case of the  warranty  provided in Clause 7.5.1 where this
               refers to the Accounts as at 31 December 2004.

12.       DURATION OF INDEMNIFICATION
          ---------------------------

12.1      Requests for Indemnification  pursuant to this Agreement in respect to
          Taxes  must be  received  before the  expiration  of a period of seven
          years (save where the relevant  limitation  period applicable to Taxes
          is longer  than  seven  years or  increased  beyond  seven  years with
          retrospective  effect,  in which case such  increased  period shall be
          applicable) plus three (3) months, from the date of Completion.


                                       45


<PAGE>


12.2      Save  as  otherwise  specifically  provided  any  other  requests  for
          indemnification pursuant to this Agreement must be received before the
          expiration  of a  period  of  eighteen  (18)  months  from the Date of
          Completion.  Claims under Clause 8.3 of this Agreement are not subject
          to this  limitation  on the period  during  which  such  claims may be
          brought.

12.3      The  Buyer  shall  not  lose  its  right  to  indemnification  at  the
          expiration of the limitation  periods referred to above as long as the
          requests pursuant to this Agreement (or the events which may give rise
          to a  claim)  are  notified  before  the  expiration  of such  periods
          PROVIDED  THAT  the  liability  of the  Seller  for  any  claim  shall
          absolutely  cease (unless the amount payable in respect of a claim has
          been  agreed  by the  Seller  within 6 months  of the date of  written
          notice  given  pursuant to Clause 12.1 or Clause 12.2 (as the case may
          be)) if legal  proceedings have not been instituted in respect of such
          claim within 6 months of the date of written  notice given pursuant to
          Clause  12.1 or Clause 12.2 (as the case may be)(or such later date as
          the Buyer and Seller may agree).

13.       PENSIONS INDEMNITY
          ------------------

13.1      The  Seller  shall  continue  to  bear  full  responsibility  for  the
          provision of all benefits  whatsoever (whether through a group pension
          scheme  or  schemes  or  otherwise)  on  retirement  or death  for all
          employees of the Company in respect of the period to  Completion.  The
          Seller shall indemnify the Buyer in full against any costs or expenses
          incurred  by the Buyer or the  Company on or from  Completion  arising
          from any  obligation  of the  Company,  including  any  failure by the
          Company  to  comply  with  any  such  obligation,  in  respect  of any
          arrangement  (including any oral promise or any  obligation  which has
          developed  from custom and practice) for the provision of all benefits
          on retirement or death in respect of the period to Completion.  If the
          Buyer requests the Seller to provide it with any information  which it
          requires  with a view to  establishing  pension  arrangements  for the
          employees of the Company  following  Completion,  the Seller shall, as
          soon as practicable after such request, provide the Buyer with such of
          the  information  requested  which it is  reasonable  for the Buyer to
          request and which it is practicable for the Seller to provide.


                                       46


<PAGE>


13.2      For a period of 6 months following the date of Completion, no notices,
          invitations  and  announcements  relating to the pension  arrangements
          made  available  to, or to be made  available to, the employees of the
          Company  will be issued by the Buyer or the Seller  without  the prior
          written  agreement  of  the  other  party  (such  agreement  not to be
          unreasonably withheld or delayed).

13.3      For  the  avoidance  of  doubt  the  indemnity provided for under this
          Clause 13 shall not be subject to any disclosures,  qualifications  or
          limitations  (as to time or  amount)  which  are set out in any  other
          provision of this  Agreement  and in  particular in Clauses 10, 11 and
          12.

14.       NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY
          ---------------------------------------------------

14.1      Principle

14.1.1    Any event capable of giving rise to an obligation to indemnify must be
          notified  in  writing by the Buyer to the  Seller  forthwith  upon the
          Buyer  becoming  aware of the same,  specifying  full  details  of the
          reasons for which the Buyer requests  indemnification  from the Seller
          as  well  as  the  sum  of  the   indemnifiable   Loss  incurred,   if
          determinable.

14.1.2    Except  in the event  that  written objection is sent by the Seller to
          the Buyer  within two (2)  months of the  receipt by the Seller of the
          notification  above,  and save where a claim is being  made  against a
          third  party in  accordance  with  Clause  10.4,  the  indemnification
          requested  shall be  considered  due and shall  give rise to  interest
          accruing  after the date of reception by the Seller of the request for
          indemnity by the Buyer (the interest being payable at the same time as
          the indemnity). The relevant interest rate shall be 5% per annum.

14.1.3    If  on  the contrary, the Seller notifies an objection to the Buyer in
          the time-limits set out above,  the dispute shall be settled  pursuant
          to Clause 14.11.

14.2      Third party requests

14.2.1    In the  event of any legal or  administrative  action filed by a third
          party  against  the  Company  as  well as of a tax  assessment  issued
          against the  Company,  which would give rise to a request by the Buyer
          to the Seller,  the Buyer or the Company shall give written  notice to
          the Seller as soon as is reasonably  practicable following the Company
          becoming  aware of such action.  It is expressly  understood  that any
          delay by the Buyer or the  Company in  informing  the Seller will only
          give rise to the  payment of damages to the Seller in an amount  equal
          to the loss suffered by the latter, but such limitation of the Buyer's


                                       47

<PAGE>

          liability  shall be  applicable  only if the Buyer's or the  Company's
          delay in providing notification significantly compromised the Seller's
          ability to  participate  in the  defence of such action and the Seller
          was otherwise  entitled to  participate in the defence under the terms
          of this Agreement.

14.2.2    In the  event the  Seller does  not notify in writing the Buyer of its
          intentions  in respect of the conduct of the legal action  referred to
          above within 30 (thirty)  Working Days of receipt of the  notification
          referred to above,  the Seller  shall be deemed to have decided not to
          take part in the defence of the Company against the third party claim.

14.2.3    It is  expressly agreed the Buyer  shall be authorised to commence any
          urgent action to defending the Company's  interests without consulting
          the Seller,  if the  Seller's  advice  cannot be  reasonably  obtained
          considering the nature of the legal action to be conducted  and/or the
          time-limits for response set out by the third party.

14.2.4    In the  event of a disagreement on  the strategy to be implemented, or
          if the Seller  chooses not to intervene in the defence of the Company,
          the Company will keep  ultimate  management of its defence for its own
          benefit and that of interested parties as is set out above.

14.2.5    Subject to  the second  sentence of this  Clause  14.2.5,  the Company
          shall control any audits, disputes, administrative,  judicial or other
          proceedings related to Taxes imposed upon the Company. In the event an
          adverse determination would result in the Seller having responsibility
          for any amount of Taxes,  the Seller shall be entitled to participate,
          through the Buyer or the Company,  in that portion of the  proceedings
          relating  to the Taxes with  respect to which it may incur  liability.
          Neither the Buyer nor the Company  shall settle or agree to settle any
          Tax  liability or  compromise  any claim with respect to Taxes,  which
          settlement  or  compromise  may affect the liability of the Seller for
          Taxes,  without  the  Seller's  consent  (which  consent  shall not be
          unreasonably withheld or delayed). Any amended Tax return or claim for
          Tax refund for any period shall be filed, or caused to be filed,  only
          by the Buyer, who shall not be obligated to make (or cause to be made)
          such filing.

14.2.6    The  Seller  on  the  one  hand, and the Buyer  and the Company on the
          other, shall cooperate with each other and with each other's agents in
          connection with Tax matters related to the Company,  including  making
          all relevant Tax information and documents in its possession available
          to the other  party and  including  in  connection  with any  transfer
          pricing enquiry.

14.3      Beneficiary of indemnification


                                       48


<PAGE>

          The  obligation to indemnify  shall remain in force in the case of any
          winding up, absorption,  contribution or disposal of all or any assets
          of the Company.



                           SECTION IV - MISCELLANEOUS
                           --------------------------

15.       MISCELLANEOUS
          -------------

15.1      Substitution - Transfer and Survival of Warranties and Representations

          The provisions of Sections II and III will remain in force even though
          the Company or its assets  concerned are assigned or  transferred by a
          Company or the Buyer after Completion, in particular if the Buyer or a
          Company as part of the transfer  gives to the  transferee of a Company
          (or of its assets) representations, warranties or undertakings.

15.2      Entire Agreement and Assignment

15.2.1    This  Agreement represents the entire agreement between the Parties as
          do the provisions of the recitals and the Schedules attached.

15.2.2    This  Agreement  supersedes   and  replaces  all  letters  of  intent,
          agreements  or other  arrangements  between the Parties  entered  into
          prior to the date of this Agreement.

15.2.3    No  Party  may  assign,  or grant any Encumbrance or security interest
          over, any of its rights under this Agreement.

15.3      Further Assurance

          Each of the  Parties  will do, or  procure  the doing of, all acts and
          things and execute,  or procure the execution of, all documents as the
          other party reasonably  considers necessary to give full effect to the
          terms of this Agreement.

15.4      Amendments

          The parties agree that the Agreement  shall be amended only in writing
          such amendment to be signed by the parties or by their duly authorised
          representatives.  Neither  Party will be deemed to have waived a right
          unless expressly specified in accordance with this Agreement.

15.5      Confidentiality

                                       49


<PAGE>

          This Agreement is confidential between the Parties.  Consequently, the
          Parties  agree to keep this  Agreement  confidential  (except  for the
          specific  disclosure   permitted  by  Clause  8.4.2  (iii))  and  more
          generally  not to disclose any  information  directly or indirectly in
          relation to this  Agreement,  unless the disclosure is required by law
          or  by  regulations  or in  order  to  preserve  its  rights.  Without
          prejudice to the  generality  of this clause,  the  provisions  of the
          Confidentiality  Agreement shall remain in force  notwithstanding  the
          execution of this Agreement.

15.6      Announcement

15.6.1    Any  announcement or press  release in respect of this Agreement or to
          the content of this  Agreement will not be issued without prior mutual
          written   consent   between  the  Buyer  and  the  Seller  not  to  be
          unreasonably withheld.

15.6.2    If  the  announcement  or  the  press  release is  required  by law or
          applicable administrative procedure including, without limitation, any
          regulation of any stock exchange upon which the shares of any party or
          any of their  respective  affiliates are traded,  the consent from the
          other party is not required, it being understood that the existence of
          said  requirement  shall  be  notified  to the  other  party  within a
          reasonable time and the content of such  announcement or press release
          shall be discussed by reference to this Article.

15.7      Notices

15.7.1    All  notices required in respect to  this Agreement or  to the related
          operations   shall  be  either   delivered  by  hand  personally  with
          acknowledgement of receipt or sent by registered mail or special mail;
          the notice may be faxed on the condition that a confirmatory hard copy
          is sent by  registered  mail with  acknowledgement  of  receipt  or by
          special mail (at the latest one business day after the fax).

15.7.2    All  notices  shall  be  addressed  to  the  parties  at the following
          addresses:

          (a)  To the Buyer          :   Brink's Limited

                                         Arnold House

                                         36/41 Holywell Lane

                                         London

                                         EC2A 3LB


                                       50


<PAGE>


               For the attention of  :   General Manager

               Fax n                 :

               With a copy to        :   Brink's, Incorporated

                                         1801 Bayberry Court

                                         P O Box 18100

                                         Richmond, VA 23226-8100

                                         U.S.A.

               For the attention of  :   Chief Financial Officer

               Fax n                 :   001 804 289 9761

               and to                :   Brink's EMEA S.A.S.

                                         15 rue La Fayette

                                         75009 Paris

                                         France

               For the attention of  :   Vice President Finance

               Fax n                 :   00 33 (0) 155 07 99 21


          (b)  To the Seller         :   Group 4 Securicor plc

                                         The Manor

                                         Manor Royal

                                         Crawley

                                         West Sussex RH10 9UN

                                         UK

               For the attention     :   Group General Counsel

               Fax n                     44 1293 554500

15.7.3    The Buyer and the Seller will be authorised to amend at any time their
          relevant  address,  addressee or fax number above subject to informing
          the other party in accordance with this Article.


                                       51

<PAGE>


15.8      Costs and Expenses

15.8.1    Any  registration  fees  and stamp  duties payable on the execution of
          this Agreement shall be borne by the Buyer.

15.8.2    Each Party shall bear the fees, costs and commissions of its own legal
          advisers and agents.

15.9      Language

          The Parties  acknowledge that the negotiations have been conducted and
          the drafts of the Agreement have been written in English.

15.10     Severability

          Should any provisions of this Agreement be declared  invalid,  illegal
          or  unenforceable,  such  invalidity,  illegality or  unenforceability
          shall not affect  the  validity,  legality  or  enforceability  of the
          remaining  provisions  of this  Agreement,  which shall remain in full
          force and effect.

          This Agreement may only be amended by a written instrument executed by
          all the Parties hereto. Therefore the tolerance also reiterated of any
          defaults  or  delayed  performance  of  this  Agreement  shall  not be
          interpreted as a tacit revocation of the provisions hereto.

15.11     Implementation and survival on Completion

15.11.1   The  Parties agree to  provide any  information and documents required
          for the performance of this Agreement and to sign this Agreement.

15.11.2   This  Agreement (other than obligations  that have  already been fully
          performed) remains in force after Completion.

15.12     Applicable law and settlement of disputes and Third Parties

15.12.1   This Agreement shall be  governed and construed in accordance with the
          law of England and Wales.

15.12.2   The  Parties  hereby submit to  the non-exclusive jurisdiction  of the
          English Courts.


                                       52


<PAGE>

15.12.3   Except as expressly  provided in this Agreement, a person who is not a
          party to this  Agreement  shall  have no rights  under  the  Contracts
          (Rights of Third Parties) Act 1999 to rely upon or enforce any term of
          this Agreement  provided that this does not affect any right or remedy
          of the third party which exists or is available apart from that Act.

15.13     Counterparts

          This Agreement may be executed in any number of counterparts,  each of
          which is an  original  and which  together  have the same effect as if
          each party had signed the same document.


                                       53

<PAGE>





This Agreement has been made in London,  executed and signed in as many original
copies as there are  parties,  at the date  mentioned  at the  beginning of this
Agreement.





/s/ Soren Lundsberg Nielsen                      /s/ B. Dumoulin
-----------------------------------              -------------------------------
Group 4 Securitas Holdings Limited               Brink's Limited

By:  S0ren Lundsberg-Nielsen                     By:  Bernard Dumoulin

Capacity: Authorised under Power of              Capacity: Authorised Signatory
Attorney


                                       54

Source: OneCLE Business Contracts.