Acquisition Agreement

Acquisition Agreement

by Bioenvision
January 12th, 1999
                   ACQUISITION AGREEMENT
                              
  AGREEMENT dated 21st December 1998 ("the Agreement"), by,
between and among
  ASCOT GROUP Inc, a company incorporated under the laws of the
State of Delaware
  (herein referred to as ASCOT), the persons listed on Exhibit A
attached hereto and
  made a part hereof, being all of the shareholders and executive
officers of ASCOT
  (hereinafter referred to as "MANAGEMENT"); BIOENVISION INC,  a
company
  incorporated under the laws of the State of Delaware
(hereinafter referred to as
  "BIOENVISION"); and the persons listed on Exhibit "A" attached
hereto and made a
  part hereof, (hereinafter referred to as the "SELLERS").
  
  WHEREAS, the SELLERS own a total of 7,013,897 shares of common
stock, $0.01 par
  value, of BIOENVISION, said shares being 100% of the issued and
outstanding
  common stock of BIOENVISION.
  
  WHEREAS, the SELLERS desire to sell and ASCOT desires to
purchase one hundred
  (100%) percent of such shares.
  
  NOW, THEREFORE, in consideration of the mutual convenants,
agreements,
  representations and warranties herein contained, the parties
hereby agree as follows:
  
     1.   Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey
     to ASCOT and ASCOT hereby agrees to purchase and acquire
from the SELLERS,
     a total of 7,013,897 shares of common stock of BIOENVISION,
which equates to
     one hundred percent (100%) percent of all of BIOENVISION's
currently issued and
     outstanding common stock (the BIOENVISION Common Shares"),
in a tax-free
     stock-for-stock acquisition.
     2.   Purchase Price - The aggregate purchase price to be
paid by ASCOT for the
     BIOENVISION Common Shares shall be 7,013,897 post-reverse
split shares of
     ASCOT $0.01 par value voting common stock (the "ASCOT Common
Shares"). 
     The ASCOT Common Shares will be issued to the individual
SELLERS in
     accordance with Exhibit "A-1" attached hereto.
     3.   Warranties Representations and Covenants of BIOENVISION
and BIOENVISION
     PRINCIPALS - In order to induce ASCOT to enter into this
Agreement and to
     complete the transaction contemplated hereby, BIOENVISION
and its principal
     executive officers (hereinafter referred to as the
"BIOENVISION PRINCIPALS",
     jointly and severally warrant and represent to ASCOT that:
       (a)  Organization and Standing BIOENVISION is a
corporation duly organized,
       validly existing and in a good standing under the laws of
the State of Delaware, is
       qualified to do business as a foreign corporation in every
other state or
       jurisdiction in which it operates to the extent required
by the laws of such states
       and jurisdictions, and has full power and authority to
carry on its business as now
       conducted and to own and operate its assets, properties
and business.  Attached
       hereto as Exhibit "B" are true and correct copies of
BIOENVISION's
       Certificate of Incorporation, amendments thereto and all
current \by-laws of
       BIOENVISION.  No changes thereto will be made in any of
the Exhibit "B"
       documents before the closing.  BIOENVISION has no
subsidiaries except as
       listed or any investments or ownership interests in any
corporation, partnership,
       joint venture or other business enterprise which is
material to its business.
     (b)  Capitalization As of the Closing Date of BIOENVISION's
entire authorized equity
     capital consists of 7,013,897 shares of $0.01 par value, of
which 7,013,897 shares of
     Common Stock will be outstanding as of the Closing.  As of
the Closing Date, there
     will be no other voting or equity  securities authorized or
issued, nor any authorized
     or issued securities convertible into voting stock, and no
outstanding subscriptions,
     warrants, calls, options, rights, commitments or agreements
by which
     BIOENVISION or the SELLERS are bound, calling for the
issuance of any
     additional shares of common stock or any other voting or
equity security. 
        The 7,013,897 issued and outstanding BIOENVISION Common
Shares to be
     transferred by SELLERS constitutes one hundred (100%)
percent of the currently
     issued and outstanding shares of Common Stock of
BIOENVISION, which includes
     inter-claim, that same percentage of BIOENVISION's voting
power, right to receive
     dividends, when, as and if declared and paid, and the right
to receive the proceeds of
     liquidation attributable to common stock, if any.
     (c)  Ownership of BIOENVISION Shares Each SELLER warrants
and represents,
     severally, that as of the date hereof, such SELLER is the
sole owner of the
     BIOENVISION Common Shares listed by his or her name on
Exhibit "A-1", free
     and clear of all liens, encumbrances, and restrictions
whatsoever, except that the
     BIOENVISION Common Shares so listed have not been registered
under the
     Securities Act of 1933, as amended (the "33 Act"), or any
applicable State Securities
     laws.  By SELLERS' transfer of the BIOENVISION Common Shares
to ASCOT
     pursuant to this Agreement. ASCOT will thereby acquire 100%
of the outstanding
     capital stock of BIOENVISION, free and clear of all liens,
encumbrances and
     restrictions of any nature whatsoever, except by reason of
the fact that the
     BIOENVISION Common Shares will not have been registered
under the '33 Act, or
     any applicable State securities laws.
     (d)  Taxes BIOENVISION has filed all federal, state and
local income or other tax
     returns and reports that it is required to file with all
governmental agencies, wherever
     situate, and has paid or accrued for payment all taxes as
shown on such returns, such
     that a failure to file, pay or accrue will not have a
material adverse effect on
     BIOENVISION.  BIOENVISION's income tax returns have never
been audited by
     any authority empowered to do so.
     (e)  Pending Actions There are no material legal actions,
lawsuits, proceedings or
     investigations, either administrative or judicial, pending
or threatened, against or
     affecting BIOENVISION, or against the BIOENVISION PRINCIPALS
that arrive
     out of their operation of BIOENVISION, except as described
in Exhibit "C"
     attached hereto.  BIOENVISION is not knowingly in material
violation of any law,
     material ordinance or regulation of any kind whatever,
including, but not limited to
     laws, rules and regulations governing the sale of its
services, the 33 Act, the Securities
     Exchange Act of 1934, as amended (the "34 Act"), the Rules
and Regulations of the
     U.S. Securities and Exchange Commission ("SEC"), or the
Securities Laws and
     Regulations of any state or nation.
      
      
      
     (f)  Government and Regulation BIOENVISION holds the
licenses and registrations set
     forth on Exhibit "D" hereto from the jurisdictions set forth
therein, which licenses
     and registrations are all of the licenses and registrations
necessary to  permit
     BIOENVISION to conduct its current business.  All of such
licenses and
     registrations are in full force and effect, and there are no
proceedings, hearings or
     other actions pending that may affect the validity or
continuation of any of them. 
     No approval of any other trade or professional association
or agency of government
     other than as set forth on Exhibit "D" is required for any
of the transactions effected
     by this Agreement, and the completion of the transactions
contemplated by this
     Agreement will not, in and of themselves, affect or
jeopardize the validity or
     continuation of any of them.
     (g)  Ownership of Assets Except as set forth in Exhibit "E"
attached hereto,
     BIOENVISION has good, marketable title, without any liens or
encumbrances of
     any nature whatever, to all of the following, if any;
assets, properties and rights of
     every type and description, including, without limitation,
all cash on hand and in
     banks, certificates of deposit, stocks, bonds, and other
securities, good will, customer
     lists, its corporate name and all variants thereof,
trademarks and trade names,
     copyrights and interests thereunder, licenses and
registrations, pending licenses and
     permits and applications therefor, inventions, processes,
know-how, trade secrets,
     real estate and interests therein and improvements thereto,
machinery, equipment,
     vehicles, notes and accounts receivable, fixtures, rights
under agreements and leases,
     franchises, all rights and claims under insurance policies
and other contracts of
     whatever nature, rights in funds of whatever nature, books
and records and all other
     property and rights of every kind and nature owned or held
by BIOENVISION as of
     this date, and will continue to hold such title on and after
the completion of the
     transactions contemplated by this Agreement; nor, except in
the ordinary course of
     its business, has BIOENVISION disposed of any such asset
since the date of the
     most recent balance sheet described in Section 3(0) of this
Agreement.
     (h)  No Interest in Suppliers, Customers, Landlords or
Competitors Neither the
     BIOENVISION PRINCIPALS nor any member of their families have
any material
     interest of any nature whatever in any supplier, customer,
landlord or competitor of
     BIOENVISION.
     (i)  No Debt Owed by BIOENVISION to BIOENVISION PRINCIPALS
Except as
     set forth in Exhibit "F" attached hereto, BIOENVISION does
not owe any money,
     securities, or property to either the BIOENVISION PRINCIPALS
or any member
     of their families or to any company controlled by such a
person, directly or indirectly.
     (j)  Complete Records All of BIOENVISION's books and
records, including, without
     limitation, its books of account, corporate records, minute
book, stock certificate
     books and other records are up-to-date, complete and reflect
accurately and fairly the
     conduct of its business in all material respects since its
date of incorporation.
     (k)  No Misleading Statements or Omissions Neither this
Agreement nor any financial
     statement, exhibit, schedule or document attached hereto or
presented to ASCOT in
     connection herewith, contains any materially misleading
statement or omits any fact
     or statement necessary to make the other statements or facts
therein set forth not
     materially misleading.
     (l)  Validity of this Agreement All corporate and other
proceedings required  to be taken
     by the SELLERS and by BIOENVISION in order to enter into and
carry out this
     Agreement have been duly and properly taken.  This Agreement
has been duly
     executed by the SELLERS and by BIOENVISION, and constitutes
the valid and
     binding obligation of each of them, enforceable in
accordance with its terms except
     to the extent limited by applicable bankruptcy,
reorganization, insolvency,
     moratorium or other laws relating to or effecting generally
the enforcement of
     creditors rights.  The execution and delivery of this
Agreement and the carrying out
     of its purposes will not result in the breach of any of the
terms and conditions of, or
     constitute a default under or violate, BIOENVISION's
Certificate of Incorporation
     or By-Laws, or any material agreement, lease, mortgage,
bond, indenture, license or
     other material document or undertaking, oral or written, to
which BIOENVISION
     or the SELLERS is a party or is bound or may be affected,
nor will such execution,
     delivery and carrying out violate any law, rule or
regulation or any order, with
     injunction or decree, of any court, regulatory agency or
other governmental body;
     and the business now conducted by BIOENVISION can continue
to be so
     conducted after completion of the transaction contemplated
hereby, with
     BIOENVISION as a wholly owned subsidiary of ASCOT
     (m)  Concepts and Approvals: Compliance with Laws Neither
BIOENVISION nor the
     SELLERS are required to make any filing with, or obtain the
consent or approval of,
     any person or entity as a condition to the consummation of
the transactions
     contemplated by this Agreement.  The business of BIOENVISION
has been
     operated in material compliance with all laws, rules, and
regulations applicable to its
     business, including, without limitation, those related to
securities matters, trade
     matters, environmental matters, public health and safety,
and labor and employment.
     (n)  Access to Books and Records ASCOT will have full and
free access to
     BIOENVISION's books during the course of this transaction
prior to Closing,
     during regular business hours, on reasonable notice.
      
  4. Warranties, representations and Covenants of ASCOT 
   In order to induce the SELLERS and BIOENVISION to enter into
this Agreement and
  to complete the transaction contemplated hereby, ASCOT 
warrant, represent and
  covenant to BIOENVISION and SELLERS that :
  
          (a)   Organization and Standing ASCOT is a corporation
duly organized, validly
          existing and in good standing under the laws of the
State of Delaware, will be
          qualified to do business as a foreign corporation in
every other state and
          jurisdiction in which it operates to the extent
required by the laws of such
          states or jurisdictions, and will have full power and
authority to carry on its
          business as now conducted and to own and operate its
assets, properties and
          business. ASCOT has no subsidiaries or any other
investments or ownership
          interests in any corporation, partnership, joint
venture or other business
          enterprise.
          (b)   Capitalization ASCOT's entire authorized  equity
capital consists of
          25,000,000 shares of voting common stock, $0.01 par
value.  As of the
          Closing, after giving effect to (I) the proposed
one-for-15 reverse split of
          ASCOT's 3,450,000 currently outstanding shares into
230,000 shares; and (II)
          the issuance  of 7,013,897 post-reverse split shares to
the SELLERS as
          described in Exhibit A/A1 herein; Hereof, ASCOT will
have authorised
          25,000,000 shares of common stock and have issued and
outstanding a 
          maximum of 7,243,897 shares of voting common stock,
$0.01 par value and
          no shares of preferred stock issued as at closing. 
Upon issuance, all of the
          ASCOT Common Stock will be validly issued, fully paid
and non-assessable. 
          The relative rights and preferences of ASCOT's equity
securities are set forth
          on the Certificate of Incorporation, as amended and
ASCOT's By-laws
          (Exhibit "H" hereto).  There are no other voting or
equity securities
          authorized or issued, not any authorized or issued
securities convertible into
          voting stock, and no outstanding subscriptions,
warrants, calls, options,
          rights, commitments or agreements by which ASCOT is
bound, calling for
          the issuance of any additional shares of common stock
or any other voting or
          equity security.  The By-laws of ASCOT provide that a
simple majority of the
          shares voting at a stock holders' meeting at which a
quorum is present may
          elect all of the directors of ASCOT.  Cumulative voting
is not provided for
          by the By-Laws or Certificate of Incorporation of
ASCOT.  Accordingly, as
          of the Closing the 7,013,897 shares being issued to and
acquired by the
          SELLERS will constitute 98% of the 7,243,897 shares of
ASCOT, the right
          to receive dividends, when, as and if declared and
paid, and the right to
          receive the proceeds of liquidation attributable to
common stock, if any.
          (c)   Ownership of Shares By ASCOT's issuance of the
ASCOT Common Shares
          to the SELLERS pursuant to this Agreement, the SELLERS
will thereby
          acquire good, absolute marketable title thereto, free
and clear of all liens,
          encumbrances and restrictions of any nature whatsoever,
except by reason of
          the fact that such ASCOT shares will not have been
registered under the 33
          Act, or any applicable state securities laws.
          (d)   Significant Agreements ASCOT is not and will not
at Closing be bound by
          any of the following:
               (i)  Employment, advisory or consulting contract
(except as described in
               Section 12 herein).
               (ii)   Plan providing for employee benefits of any
nature.
               (iii)  Lease with respect to any property or
equipment.
               (iv)   Contract of commitments for any current
expanditure.
               (v)  Contract or commitment pursuant to which it
has assumed,
               guaranteed, endorsed or otherwise become liable
for any obligation of
               any other person, firm or organization.
               (vi)   Contract, agreement, understanding,
commitment or arrangement
               either than in the normal course of business, not
set forth in the
               Agreement or an Exhibit hereto.
               (vii)  Agreement with any person relating to the
dividend, purchase or
               sale of securities, that has not been settled by
the delivery of payment
               of securities when due, and which remains
unsettled upon the date of
               this Agreement.
            (e) Taxes ASCOT has filed all federal, state and
local income or other tax
          returns and reports that it is required to file with
all governmental agencies,
          wherever situate, and has paid all taxes as shown on
such returns.  All of such
          returns are true and complete. ASCOT's income tax
returns have never been
          audited by say authority empowered to do so.
            (f) Absence of Liabilities As of the Closing Date
ASCOT will have no
          liabilities of any kind or nature, fixed or contingent,
except for the costs,
          including legal and accounting fees and other expenses,
in connection with
          this transaction, for which ASCOT agrees to be
responsible and to pay in full
          at or before the Closing.
            (g)No Pending Actions To the best of management's
knowledge, there are no
          legal actions, lawsuits, proceedings or investigations,
either administrative or
          judicial, pending or threatened against or affecting
ASCOT, or against any of
          the ASCOT MANAGEMENT and arising out of their operation
of ASCOT.
          ASCOT has been in compliance with, and has not received
notice of
          violation of any law, ordinance of any kind whatever,
including, but not
          limited to, the 33 Act, the Rules and Regulations of
the SEC, or the Securities
          Laws and Regulations of any sale. ASCOT is not an
investment company as
          defined in, or otherwise subject to regulation under,
the Investment
          Company Act of 1940. ASCOT is not required to file
reports pursuant to
          either Section 13 or Section 15 (d) of the 34 Act.
            (h)Corporate Records All of ASCOT's books and
records, including, without
          limitation, its books of account, corporate records,
minute book, stock
          certificate books and other records are up-to-date
complete and reflect
          accurately and fairly the conduct of its business in
all respects since its date of
          incorporation; all of said books and records will be
made available for
          inspection by BIOENVISION's authorized  representatives
prior to the
          Closing as provided by Section 4(I) herein, and will be
delivered to ASCOT's
          new management at the Closing.
            (i)No Misleading Statements or Omissions Neither this
agreement nor any
          financial statement, exhibit, schedule or document
attached hereto or
          presented to BIOENVISION in connection herewith
contains any materially
          misleading statement, or omits any fact or statement
necessary to make the
          other statements or facts therein set forth not
materially misleading.
            (j)Validity of this Agreement All corporate and other
proceedings required to
          be taken by ASCOT in order to enter into and to carry
out this Agreement
          will have been duly and properly taken at or before the
Closing.  This
          Agreement has been duly executed by ASCOT, constitutes
a valid and
          binding obligation of ASCOT enforceable in accordance
with its terms.  The
          execution and delivery of this Agreement and the
carrying out of its purposes
          will not result in the breach of any of the terms or
conditions of, or constitute
          a default under 
            
            or violate, ASCOT's Certificate of Incorporation or
By-Laws, or any
          agreement, lease, mortgage, bond, indenture, license or
other document or
          undertaking, oral or written, to which ASCOT is a party
or is bound or may
          be affected nor will such execution, delivery and
carrying out violate any law,
          rule or regulation or any order, writ, injunction or
decree of any court,
          regulatory agency or other governmental body. 
            (k)Consents and Approvals, Compliance with Laws
Except for the notices to
          be filed as described in Section 7(a)(v) herein,
neither BIOENVISION nor
          MANAGEMENT is required to make any filing with, or
obtain the consent
          or approval of, any person  or entity as a condition to
the consummation of
          the transactions contemplated by this Agreement.  The
business of ASCOT
          has been operated in compliance with all laws, rules
and regulations
          applicable to its business, including, without
limitation, those related to
          securities matters, trade matters, environmental
matters, public health and
          safety, and labor and employment.
            (l)Access to Books and Records BIOENVISION and
SELLERS will have
          full and free access to BIOENVISION's books and records
during the
          course of this transaction prior to and at the Closing
on reasonable notice.
             (m)ASCOT Financial Condition As of the Closing,
ASCOT will have no
          assets or liabilities, except as disclosed in financial
statements.
            (n)Directors and Shareholders Approval As of the
Closing, ASCOT's Board
          of Directors and Shareholders, by meeting or consent
shall have properly
          authorized the matters described in section
7(a)(iv)herein.
            (o)The ASCOT Shares All of the ASCOT Common Shares
issued to
          SELLERS shall be validly issued, fully-paid
non-assessable shares of ASCOT
          Common Stock, with full voting rights, dividend rights,
and right to receive
          the proceeds of liquidation  , if any, as set forth in
ASCOT's Certificate of
          Incorporation.
       
     5.   Term: Indemnification All representations, warranties,
covenants and agreements
     made herein and in the exhibits attached hereto shall
survive the execution and
     delivery of this Agreement and payment pursuant thereto. 
MANAGEMENT and
     BIOENVISION MANAGEMENT ("management") of both parties to the
     agreement hereby agree, jointly and severally, to indemnify,
defend, and hold
     harmless ASCOT, BIOENVISION, and the SELLERS from and
against any
     damage, loss, liability, or expense (including without
limitation, 
      reasonable expenses of investigation and reasonable
attorney's fees) arising out of
     any material breech of any representation, warranty,
covenant, or agreement made by
     BIOENVISION MANAGEMENT or management in this Agreement.
     1.   Conditions Precedent to Closing (a) The obligations of
BIOENVISION and the
     SELLERS under this Agreement shall be and are subject to
fulfillment, prior to or at
     the Closing, of each of the following conditions:
          (i)   That ASCOT's  representations and warranties
contained herein shall be true
          and correct at the time of Closing as if such
representations and warranties
          were made at such time, and will deliver an executed
certification confirming
          the foregoing;
          (ii)  That ASCOT  shall have performed or complied with
all agreements, terms
          and conditions required by this Agreement to be
performed or complied with
          by them prior to or at the time of the Closing;
          (iii)   That ASCOT's directors and shareholders, by
proper and sufficient vote
          taken either by consent or at a meeting duly and
properly called and held,
          shall have properly approved all of the matters
required to be approved by
          ASCOT's directors and shareholders, respectively;
             
          (iv)  That ASCOT's Board of Directors, by proper and
sufficient vote, shall have
          approved this Agreement and the transactions
contemplated hereby;
          approved the contemplated reverse split of ASCOT's
outstanding Common
          Stock without changing either the authorized shares or
the par value;
          approved the change of ASCOT's corporate name to a name
selected by
          BIOENVISION; approved the resignation of all of ASCOT's
current
          directors and the election of up to three designees of
BIOENVISION to
          serve as directors in place of ASCOT's current
directors; and will have
          approved such other changes as are consistent with this
Agreement and
          approved by BIOENVISION and ASCOT; and
     (b)  The obligations of ASCOT  under this Agreement shall be
and are subject to
     fulfillment, prior to or at the Closing of each of the
following conditions:
          (i)   That BIOENVISION's and SELLERS' representations
and warranties
          contained herein shall be true and correct at the time
of Closing as if such
          representations and warranties were made at such time
and BIOENVISION
          and the BIOENVISION PRINCIPALS shall deliver an
executed certification
          confirming the foregoing;
            That BIOENVISION and BIOENVISION PRINCIPALS shall
have
          performed or complied with all agreements, terms and
conditions required by
          this Agreement to be performed or complied with by them
prior to or at the
          time of Closing; and
      7. Termination This Agreement may be terminated at any time
before or at Closing,
     by;
          (a)   The mutual agreement of the parties;
          (b)   Any party if:
               (i)  Any provision of this Agreement applicable to
a party shall be
               materially untrue or fail to be accomplished on or
before December
               31, 1998
               (ii)   Any legal proceeding shall have been
instituted or shall be imminently
               threatening to delay, restrain or prevent the
consummation of this
               Agreement.
  Upon termination of this Agreement for any reason, in
accordance with the terms and
  conditions set forth in this paragraph, each said party shall
bear all costs and expenses as
  each party has incurred and no party shall be liable to the
other.
  
  8. Exhibits All Exhibits attached hereto are incorporated
herein by this reference as if
  they were set forth in their entirety.
  9. Miscellaneous Provisions This Agreement is the entire
agreement between the parties
  in respect of the subject matter hereof, and there are no other
agreements, written or
  oral, nor may this Agreement be modified except in writing and
executed by all of the
  parties hereto.  The failure to insist upon strict compliance
with any of the terms,
  covenants or conditions of this Agreement shall not be deemed a
waiver or
  relinquishment of such rights or power at any other time or
times.
  10. Closing The Closing of the transactions contemplated by
this Agreement ("Closing")
  shall take place at the offices  of ASCOT, at 1.00 P.M. on the
first business day after the
  letter of the approval of SELLERS owning at least 80% of
BIOENVISION's Common
  Stock or the shareholders of ASCOT approving  this Agreement
and the matters referred
  to in section 7(a)(vi) herein, or such other date as the
parties hereto shall mutually agree
  upon.  At the Closing, all of the documents and items referred
to herein shall be exchanged.
       
  11 Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the Sate of
Delaware.
  12. Counterparts This Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an original
and together shall constitute one and the same  binding
Agreement, with one counterpart being delivered to each party
hereto.
  
  IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the  date and year above first written.
  
    ASCOT GROUP INC
  
    By: ____________________________
  
    
    BIOENVISION INC
    By: ____________________________