APPENDIX 2.

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(referred to in paragraph 2.47)

The Share Purchase Agreement

1. The agreement was made on 3 November 1991 between Medicopharma NV as vendor, AAH
Subsidiaries Ltd as purchaser, and AAH Holdings plc as guarantor. The following is a summary of its
relevant provisions.

2. The introductory recitations stated that, pursuant to the Asset Transfer Agreement, PIUK had agreed
to sell and to purchase certain assets from the Medicopharma Group for a net amount of £23,956,000, to be
left outstanding on inter-company loan account; and that PIUK had repaid that amount to the
Medicopharma Group prior to the execution of this agreement.

3. Definitions in Clause 1.1 included:

(a) `final payment date' meant 14 January 1992 or such later date as might be agreed; and

(b) Medicopharma Group meant Medicopharma Ltd and Medicopharma (UK) BV (ie what we describe
elsewhere in this report as Medicopharma UK).

Sale of shares
4. Under Clause 2.1 the vendor sold to the purchaser the whole of the issued share capital of PIUK. The
consideration under Clause 3 was £1, subject to adjustment in accordance with Clause 7.

5. By Clause 4.2 the vendor undertook to deliver to the purchaser on completion, inter alia:

(a) the written resignations of all directors and the secretary of PIUK, to take immediate effect, with
signed acknowledgements that they had no claim against PIUK for compensation for loss of office;

(b) the statutory books of the company, duly written up to date;

(c) a duly executed copy of the Asset Transfer Agreement; and

(d) a form of consent and release of security over the shares from ABN-AMRO Bank.

6. Under Clause 5.1 the vendor gave certain warranties to the purchaser and agreed to indemnify the
purchaser against any tax liabilities of PIUK arising on or before completion.

7. Clause 5.4 limited the vendor's liability under any warranty claims by the purchaser to £2 million in
aggregate.

Collection of the debts

8. For the purpose of Clause 6, the term `Debts' means certain of the trade debts of Medicopharma UK
as determined in accordance with the First Schedule of the Asset Transfer Agreement (see paragraph 16 of
Appendix 2.4). Under Clause 6.1 the vendor was to provide to the purchaser, within 14 days of completion,
a list of all the trade debtors of the Medicopharma Group as at completion, together with an age analysis
within 21 days. The vendor undertook to produce to the purchaser on demand such information as the
purchaser might reasonably require for the purposes of establishing the existence and validity of any of the
Debts. Failure to produce such evidence within 21 days would automatically discharge the purchaser from
any obligation in respect of the relevant Debts.

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 9. Under Clause 6.2 the purchaser was appointed as agent of the vendor to collect the trade debts
identified in accordance with Clause 6.1 for the period up to the `final payment date', or such longer period
as might be agreed.

10.The purchaser undertook, under Clause 6.4, to use its best endeavours to collect the Debts, and to
withhold supplies to any such debtor who, between the completion date and the final payment date, failed
to discharge any relevant Debt exceeding £1,000 by its due date.

11.The purchaser agreed in Clause 6.7 to take an assignment on the final payment date of uncollected
Debts up to a maximum of £7 million, for a consideration equal to the value of those debts as stated in the
completion balance sheets. If the total of uncollected debts at the final payment date exceeded £7 million,
particular debts would be assigned on the basis of alphabetical order of debtors.

12.As regards the trade debts not covered by paragraph 10, the purchaser undertook in Clause 6.3 to use
its reasonable endeavours to collect these on behalf of the Medicopharma Group, but without further
obligation.

Completion balance sheets

13.Under Clause 7.1 the completion balance sheets drawn up for the Asset Transfer Agreement were to
serve for this agreement also.

14.If the aggregate amount of the stock and tangible fixed assets of PIUK (as defined in the Asset
Transfer Agreement), as stated by its completion balance sheet, exceeded £23,956,000 plus the £1
consideration payable for its shares, the balance was payable by the purchaser under Clause 7.2; any
corresponding shortfall was payable by the vendor.

15.Under Clause 7.3, if what was defined as the `agreed shortfall' exceeded £5,763,000, then the
purchaser was to compensate the vendor for such excess up to a limit of £7.6 million. The `agreed shortfall'
was defined in Clause 1.1 as the amount by which the net asset value of the Medicopharma Group and
PIUK, as certified in the completion balance sheets, failed to be recovered by the vendor within six months
of completion exclusively as a result of the following:

(a) any shortfall against book value incurred on disposal of the fixed assets less the amount, if any, of
such hire purchase and lease obligation liabilities as might be transferred to the purchaser under the
Asset Transfer Agreement (ie those relating to the tangible fixed assets);

(b) costs properly and reasonably incurred by the Medicopharma Group and PIUK in respect of:

(i) the termination of employment of all its employees, calculated in accordance with minimum
statutory and legal entitlements and any additional compensation which might be payable
under any written employment contracts;

(ii) the cost of employing such employees or third parties as was reasonably necessary to effect
the orderly handover of PIUK, and the cost of employees retained or engaged for the
purpose of collecting the trade debts of the Medicopharma Group; and

(iii) any amounts incurred and paid by the purchaser as a consequence of termination of the
employment of employees of the Medicopharma Group and PIUK;

but excluding any other costs or expenses (and in particular, for the avoidance of doubt, any
holiday pay, commissions or bonuses due to employees on termination);

(c) the write-off of intangible assets up to an amount of £644,000;

(d) a provision of £300,000 for under-realisation of debtors and prepayments other than trade debtors;

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 (e) £250,000 to provide for such costs as the vendor might reasonably incur in connection with this
agreement or the Asset Transfer Agreement;

and having valued Debts and stock as provided in Schedule 1 to the Asset Transfer Agreement.

Miscellaneous
16.Under Clause 8.1 the purchaser was allowed supervised access to the properties retained by the
vendor, for a period of 30 days, for the purpose of removing the stock and other assets acquired. The
purchaser undertook to use its best endeavours to remove the stock and assets within that time.

17.Under Clause 8.3 the vendor undertook to use its reasonable endeavours to assign its rights, or
procure the grant of rights to PIUK, to use any computer software necesary for the operation of the
computer equipment sold to PIUK under the Asset Transfer Agreement.

18.The vendor and purchaser were required by Clause 9.2 to consult as to the terms, timing and manner
of any announcement which they might desire or be obliged to make regarding this agreement before the
final payment date, and they were not otherwise to make or authorise any such announcement.

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