Exhibit 10.15

DATED    March 15,
2005

VIASYS Holdings Inc.

and

Those Persons whose names are set out in Schedule 5

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SHARE SALE AGREEMENT

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Morgan Lewis

Morgan, Lewis & Bockius
2 Gresham Street
London
England EC2V 7PE
Tel. +44 (0) 20 7710 5500
Fax: +44 (0) 20 7710 5600

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TABLE OF CONTENTS

|            |                                                            |    | Page
|----------- | ---------------------------------------------------------- | -- | ----
|1.          | INTERPRETATION                                             |    | 3   
|2.          | SALE AND PURCHASE                                          |    | 9   
|3.          | CONSIDERATION AND ADJUSTMENTS                              |    | 9   
|4.          | COMPLETION                                                 |    | 12  
|5.          | SELLERS' WARRANTIES AND COVENANTS                          |    | 14  
|6.          | PURCHASER'S REMEDIES AND SELLERS' LIMITATIONS ON LIABILITY |    | 15  
|7.          | RESTRICTIONS ON SELLERS' BUSINESS ACTIVITIES               |    | 16  
|8.          | INTELLECTUAL PROPERTY AND BUSINESS INFORMATION             |    | 16  
|9.          | BOOKS AND RECORDS                                          |    | 17  
|10.         | EFFECT OF COMPLETION                                       |    | 17  
|11.         | JOINT AND SEVERAL LIABILITY                                |    | 17  
|12.         | RELEASE OF SELLERS                                         |    | 17  
|13.         | REMEDIES AND WAIVERS                                       |    | 17  
|14.         | ASSIGNMENT                                                 |    | 17  
|15.         | FURTHER ASSURANCE                                          |    | 17  
|16.         | ENTIRE AGREEMENT                                           |    | 18  
|17.         | NOTICES                                                    |    | 18  
|18.         | ANNOUNCEMENTS                                              |    | 19  
|19.         | CONFIDENTIALITY                                            |    | 20  
|20.         | COSTS AND EXPENSES                                         |    | 20  
|21.         | COUNTERPARTS                                               |    | 20  
|22.         | INVALIDITY                                                 |    | 20  
|23.         | CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999               |    | 21  
|24.         | CHOICE OF GOVERNING LAW AND JURISDICTION                   |    | 21  
|25.         | AGENT FOR SERVICE                                          |    | 21  
|SCHEDULE 1  |                                                            | 23
|SCHEDULE 2  |                                                            | 25
|SCHEDULE 3  |                                                            | 46
|SCHEDULE 4  |                                                            | 48
|SCHEDULE 5  |                                                            | 57
|SCHEDULE 6  |                                                            | 58
|SCHEDULE 7  |                                                            | 59
|SCHEDULE 8  |                                                            | 63
|SCHEDULE 9  |                                                            | 64
|SCHEDULE 10 |                                                            | 65
|SCHEDULE 11 |                                                            | 66
|SCHEDULE 12 |                                                            | 67
|SCHEDULE 13 |                                                            | 68

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THIS AGREEMENTis made on March, 15 2005

BETWEEN:



AND



WHEREAS:

2

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NOW
IT IS HEREBY AGREED as follows:

1.     INTERPRETATION



| |  | "Accounts"             |  | means the audited financial statements of the Company and of each Subsidiary, prepared in accordance with the Companies Acts or other applicable law, for the accounting reference period ended on the Accounts Date each of
which financial statements comprises a balance sheet, profit and loss account, notes, auditors' and directors' reports.                                                                                                                                                                                                                          
| |  | ---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Accounts Date"        |  | means 31 December 2004;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | "Bad Leaver"           |  | means in respect of a Seller who is a Leaver, where the cessation of employment occurs for any reason whatsoever other than if the relevant Seller: (i) ceases to be employed as a result of his death; (ii) is dismissed by reason either or redundancy
or of his being absent from work due to ill health resulting in permanent incapacity (save where such ill health arises as a result of an abuse of drink or drugs); or (iii) ceases to be employed following the termination by the Company in
circumstances that would not justify summary or fair dismissal at law.
| |  | "Books and Records"    |  | has its common law meaning and includes, without limitation, all notices, correspondence, orders, inquiries, drawings, plans, books of account and other documents and all computer disks or tapes or other machine legible programs or other
records;                                                                                                                                                                                                                                                                                                                        
| |  | "Budget"               |  | means the budget for the Group for the current financial year most recently approved by the board of directors of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | "Business Day"         |  | means a day (other than a Saturday or a Sunday) on which clearing banks are open for business in London and in New York;                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | "Business Information" |  | means all information, know-how and records (whether or not confidential and in whatever form held) including (without limitation) all formulas, designs, specifications, drawings, data, manuals and instructions and all customer lists, sales
information, business plans and forecasts, and all technical or other expertise and all computer software and all accounting and tax records, correspondence, orders and inquiries;                                                                                                                                          
| |  | "Cash"                 |  | means the cash in hand or at bank of the Group as shown in the Completion Accounts, determined in accordance with UK GAAP;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | "Companies Acts"       |  | means the Companies Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Companies Act 1989 and Part V of the Criminal Justice Act 1993, in each case as amended from time to time;                                                                                                                                                                                                                                                                                                                                                                 
| |  | "Company"              |  | means Micro Medical Limited, basic information concerning which is set out in Schedule 6;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | "Completion Accounts"  |  | means the financial statements to be prepared in accordance with clause 3 and Schedule 9;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

3

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| |  | "Completion Date"                   |  | means the date of execution of this Agreement, or such other date as the parties may agree in writing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | ----------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Completion"                        |  | means completion of the sale and purchase of the Shares under this agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | "Confidential Business Information" |  | means Business Information which is confidential or not generally known;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | "Covenantors"                       |  | means the covenantors named in the Tax Covenant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | "Deferred Consideration"            |  | has the meaning given in clause 3.17;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | "Disclosure Letter"                 |  | means the letter dated of even date herewith written by the Sellers to the Purchaser for the purposes of clause 6.3 and delivered to the Purchaser at Completion together with the bundle of disclosed documents attached to it;                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | "Dollar or "$"                      |  | means the legal tender and currency of the United States;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | "Event"                             |  | shall have the meaning given in the Tax Covenant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | "German Net Asset Value"            |  | means the value of the net assets of Micro Medical Germany as at the Completion Date as shown in the Completion Accounts, which shall be the total amount of the assets of Micro Medical Germany less the total amount of the liabilities of Micro Medical
Germany determined in accordance with German accounting principles;                                                                                                                                                                                                                                                                                                        
| |  | "Group"                             |  | means the Company and all the Subsidiaries and "member of the Group" shall be construed accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | "Indebtedness"                      |  | means the aggregate indebtedness of the Group (other than ordinary course indebtedness in respect of trade creditors) for (a) borrowed money; (b) capitalized lease obligations; (c) obligations under interest rate agreements, currency arrangements,
loan agreements, debentures, acceptance credit facilities, bills of exchange, promissory notes, debt or inventory financing, discounting or factoring agreements or sale and leaseback arrangements; (d) guarantees of any obligation of any third person;
(e) performance bonds or indemnities; or (f) letters of credit, in each case determined in accordance with UK GAAP;
| |  | "Information Technology"            |  | means computer hardware, software, networks and/or other information technology and any aspect or asset of a business including any product manufactured or otherwise created by such business which relies on computer hardware, software, networks
and/or other information technology (whether embedded or otherwise);                                                                                                                                                                                                                                                                                                             
| |  | "Intellectual Property"             |  | means patents, trade marks and service marks (including rights in trade get-up or trade dress), rights in designs, trade or business names, copyrights, domain names, topography rights, domain names and rights in databases (whether or not any of these
is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world together with all
renewals, extensions and revivals thereof;                                                                         
| |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

4

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| |  | "IP Employment Amendment Agreement" |  | means the agreement amending the terms of employment of employees of the Company with respect to Intellectual Property in the form set out in Schedule 12;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | ----------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Key Personnel"                     |  | means Christopher Patrick Lawson and Daniel Quirke (who are both employees of the Company) and Philip Chowienczyk (who is a consultant to the Company);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | "Leaver"                            |  | means any Seller who is employed by the Company and ceases to be an employee of the Company after Completion. In this definition and the definition of "Bad Leaver" any reference to the date of cessation of employment (or similar) shall be the date
upon which the relevant person gives or is given notice of termination of his employment, or if later, the date he is otherwise no longer required to perform his duties under his service contract.                                                                                                                                                                                                               
| |  | "Management Accounts"               |  | means the management accounts of each member of the Group for each complete month since the Accounts Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | "MicroDirect Distributor Agreement" |  | means the agreement between the Company and MicroDirect Inc, in the form set out in Schedule 13;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | "Micro Medical Germany"             |  | means Micro Medical Deutschland GmbH, a company organised under the law of Germany and whose details are set out in Schedule 7;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | "Net Asset Value"                   |  | means the value of the assets of the Group as at the Completion Date as shown in the Completion Accounts, which shall be the total aggregate amount of the assets of the Group less the total aggregate amount of the liabilities of the Group determined
in accordance with UK GAAP;                                                                                                                                                                                                                                                                                                                                                                                      
| |  | "Proceedings"                       |  | means any proceeding, suit or action arising out of or in connection with this agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | "Property Owner"                    |  | means, in relation to any Relevant Property, the person referred to as owner in Schedule 8;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | "Property" or "Properties"          |  | means freehold, leasehold or other immovable property in any part of the world;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | "Proprietary Software"              |  | means software in which any member of the Group owns any Intellectual Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | "Pulse Trace Product Line"          |  | means (i) all equipment that performs pulse contour analysis on the arterial pulse derived by photoplethysmography or tonometry, developed or currently in development by the Company; and/or (ii) instruments used to measure pulse wave
velocity (the velocity of the arterial pulse wave in the aorta) developed or currently in development by the Company and/or (iii) other photoplethysmography devices diagnosing patent foramen ovale developed or currently in development by the
Company, and/or (iv) any product developed by the Company after Completion that is a modified or improved version of, or is otherwise substantially based in, any such product;
| |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

5

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| |  | "Purchaser's Group"      |  | means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;                                                                                                                                                                                                                                                                                                                                 
| |  | ------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Purchaser's Solicitors" |  | means Morgan, Lewis & Bockius of 2 Gresham Street, London EC2V 7PE;                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | "Relevant Portion"       |  | means (i) in the case of each of Philip Jan Chowienczyk, Daniel Quirke and Christopher Patrick Lawson an aggregate amount of $27,628,330 being the aggregate of the Consideration set opposite their names in Schedule 5; and (ii) in the
case of each of Anne Margaret Lawson, Jacqueline Elaine Linda Quirke and Daniel Quirke and Jacqueline Elaine Linda Quirke as Trustees of the Daniel Quirke Childrens Settlement No.1, the amount of Consideration set out opposite their respective names
in Schedule 5.
| |  | "Relevant Property"      |  | means the Property or Properties referred to in Schedule 8;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | "Relief"                 |  | shall have the meaning given in the Tax Covenant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | "Restricted Area"        |  | means any territory in the world, in which any member of the Group conducts its business;                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | "Retained Consideration" |  | shall have the meaning given in clause 4.7.2;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | "Saving"                 |  | means the reduction or elimination of any liability of the Group to make an actual payment of corporation tax in respect of which the Sellers would not have been liable under the Tax Covenant, by the use of any Relief arising wholly as a result of a
Warranty claim or a liability of the Sellers under the Tax Covenant in respect of which the Sellers have made a payment to the Purchaser;                                                                                                               
| |  | "Seller's Solicitors"    |  | means Cripps Harries Hall of Wallside House, 12 Mount Ephraim Road, Tunbridge Wells, Kent TN1 1EG;                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | "Shares"                 |  | means all the issued shares in the capital of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | "Subsidiary"             |  | means the subsidiary companies of the Company, basic information concerning which being set out in Schedule 7;                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | "Tax Authority"          |  | means any Taxing or other Authority (whether within or outside the United Kingdom) competent to impose any Tax liability;                                                                                                                                                                                                                                                                                                                                                                                         
| |  | "Tax Covenant"           |  | means the tax covenant set out in Schedule 4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | "Tax" or "Taxation"      |  | shall have the meaning given in the Tax Covenant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | "Taxes Act"              |  | means the Income and Corporation Taxes Act 1988;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | "TGCA"                   |  | means the Taxation of Chargeable Gains Act 1992;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | "VAT Legislation"        |  | means any relevant enactments in relation to VAT and all notices, provisions and conditions made or issued thereunder including the terms of any agreement reached with any relevant Tax Authority, and any concession referred to in the Disclosure
Letter;                                                                                                                                                                                                                                                      
| |  |                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |  | "VAT"           |  | means value added tax or any similar sales or turnover tax of any relevant jurisdiction;                                                                                                                                                                                                            
| |  | --------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Warranties"    |  | means the representations and warranties set out in Schedule[2 given by the Sellers and any other representations or warranties made by or on behalf of the Sellers or any of them in this agreement or which have become terms of this agreement and
"Warranty" shall be construed accordingly; and
| |  | "Working Hours" |  | means 9.30 a.m. to 5.30 p.m. on a Business Day.                                                                                                                                                                                                                                                     

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2.     SALE AND PURCHASE



3.     CONSIDERATION AND ADJUSTMENTS



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4.     COMPLETION



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5.     SELLERS' WARRANTIES AND COVENANTS



5.25.2.1
Each of Philip Jan Chowienczyk, Christopher Patrick Lawson and Daniel Quirke represent and warrant, jointly and severally, to the Purchaser in the terms set out in Schedule 2; and5.2.2
Each of Ann Margaret Lawson, Jacqueline Elaine Linda Quirke and Daniel Quirke and Jacqueline Elaine Linda Quirke (joint holders, as Trustees of the Daniel Quirke Children's Settlement No. 1) represent and warrant, severally only, to the
Purchaser in the terms set out in Schedule 2.




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6.     PURCHASER'S REMEDIES AND SELLERS' LIMITATIONS ON LIABILITY



15

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7.     RESTRICTIONS ON SELLERS' BUSINESS ACTIVITIES



8.     INTELLECTUAL PROPERTY AND BUSINESS INFORMATION



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9.     BOOKS AND RECORDS

10.   EFFECT OF COMPLETION

11.   JOINT AND SEVERAL LIABILITY



12.   RELEASE OF SELLERS

13.   REMEDIES AND WAIVERS



14.   ASSIGNMENT

15.   FURTHER ASSURANCE

17

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16.   ENTIRE AGREEMENT



17.   NOTICES



Party and title of
individual

Address

Facsimile No.

Email addressViasys Holdings, Inc
(fao Matthew Bennett)

c/o Viasys Healthcare Inc. Millennium III, 227 Washington Street, Suite 200, Conshohocken, PA, USA

+ 001 610 862 0780

matthew.bennett@viasyshc.comViasys Holdings Inc
(fao Edward Pulwer)

c/o Viasys Respiratory Care Inc,
22745 Savi Ranch Parkway,
Yorba Linda, CA 92887 USA

+001 714 919 3217

edward.pulwer@viasyshc.comPhilip Chowienczyk

6 Grotes Place,
London SE3 0HQ, England

+44 1634 893600

Ann Lawson

234 City Way,
Rochester, Kent ME1 2BN, England

+44 1634 893600

Chris.Lawson@micromedical.co.ukChristopher Lawson

234 City Way,
Rochester, Kent ME1 2BN, England

+44 1634 893600

Chris.Lawson@micromedical.co.ukDaniel Quirke

167 Maidstone Road,
Chatham, Kent, ME4 6JQ

+44 1634 893600

Daniel.Quirke@micromedical.co.ukJacqueline Quirke

167 Maidstone Road,
Chatham, Kent, ME4 6JQ

+44 1634 893600

Daniel.Quirke@micromedical.co.uk




18

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Party and title of
individual

Address

Facsimile No.

Email addressMorgan Lewis & Bockius
(fao Keith Black)

2 Gresham Street, London EC2V 7PE

+44 (0)20 7710 5600

kblack@morganlewis.com




Party and title of
individual

Address

Facsimile No.

Email addressCripps Harries Hall
(fao Lawrence Leporte)

Wallside House, 12 Mount Ephraim Road, Tunbridge Wells, Kent, TN1 1EG

+44 (0)1892 506 222

lal@crippslaw.com




18.   ANNOUNCEMENTS



19

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19.   CONFIDENTIALITY



20.   COSTS AND EXPENSES



21.   COUNTERPARTS



22.   INVALIDITY



20

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23.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999



24.   CHOICE OF GOVERNING LAW AND JURISDICTION



25.   AGENT FOR SERVICE





21

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EXECUTED by:-

for and on behalf of VIASYS Holdings Inc

/s/FRANK J. MCCANEYFrank J. McCaney
Authorised signatorySELLERS:/s/PHILIP JAN CHOWIENCZYKPhilip Jan Chowienczyk/s/ANN MARGARET LAWSONAnn Margaret Lawson/s/CHRISTOPHER PATRICK LAWSONChristopher Patrick Lawson/s/DANIEL QUIRKEDaniel Quirke/s/JACQUELINE ELAINE LINDA QUIRKEJacqueline Elaine Linda QuirkeTrustees of the Daniel Quirke Children's Settlement No. 1/s/DANIEL QUIRKEDaniel Quirke (as Trustee)/s/JACQUELINE ELAINE LINDA QUIRKEJacqueline Elaine Linda Quirke (as Trustee)


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Schedule 1  Completion arrangements

At
Completion:

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Schedule 2  Representations and Warranties

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28

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29

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The
existing bank and other facilities set out in the Disclosure Letter provide each member of the Group with sufficient working capital for its present requirements (that is to say, to enable it to
continue to carry on its business in its present form and at its present level of turnover) and for the purpose of performing in accordance with their terms all orders, projects and contractual
obligations which have been placed with or undertaken by it.

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"Environmental Laws"

means all applicable statutes and subordinate legislation and other national, federal, state and local laws, common laws or civil code, industry agreements, guidance notes or codes of conduct insofar as they relate to or apply to Environmental
Matters from time to time;"Environmental Matters"

Means in relation to the Chatham and Sittingbourne Properties:(i)

pollution or contamination;(ii)

the disposal, release, spillage, deposit, escape, discharge, leak or emission of, Hazardous Materials or Waste;(iii)

exposure of any person to Hazardous Materials or Waste;(iv)

all matters related to health and safety at work;(v)

the creation or existence of any noise, vibration, radiation, common law or statutory nuisance, or other adverse impact on the environment;(vi)

use and recovery of packaging;(vii)

any other matters relating to human health and safety or the condition, protection, maintenance, restoration or replacement of the environment arising directly or indirectly out or the manufacturing, processing, treatment, keeping, handing, use
(including as a building material), possession, supply, receipt, sale, purchase, import, export, transportation or presence of Hazardous Materials or Waste;"Environmental Permits"

means any registration, permit, licence, consent or authorisation required by Environmental Laws in relation to either the carrying on of the business of any member of the Group or in relation to the Chatham and Sittingbourne Properties."Works"

means the carrying out of:(i)

inspection, investigation, sampling and monitoring works; and(ii)

any works, including the installation, operation, repair or replacement of plant or equipment, in order to remove, remediate or contain any Environmental Matter or in order to prevent an Environmental Matter.


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Schedule 3  Sellers' limitations on liability





46

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47

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Schedule 4  Tax Covenant

| |  | "Event"                 |  | includes (without limitation) the winding up or dissolution of any person, and any act, transaction or omission whatsoever, and any reference to an Event occurring on or before a particular date shall include Events which
for Tax purposes are deemed to have, or are treated or regarded as having, occurred on or before that date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Relevant Distribution" |  | has the meaning given to it in the Shadow ACT Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | "Relief"                |  | includes, unless the context otherwise requires, any allowance, credit, deduction, exemption or set-off in respect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, or any other saving of Tax, and:
(a) any reference to the use or set off of Relief shall be construed accordingly and shall includeuseorset offin part; and (b) any
reference to thelossof a Relief shall include the absence or non-existence of any such Relief, or to such Relief being available only in a reduced amount in which case the loss shall refer only
to such reduced amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | "Repayment" of Tax"     |  | includes any repayment supplement or interest in respect of Tax, and any reference tolossof a right to Repayment of Tax includes its non-existence, reduction or cancellation and toset offshall include a set off in part.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | "Tax"                   |  | includes (without limitation) corporation tax, income tax (including income tax or amounts on account of income tax required to be deducted or withheld from or accounted for in respect of any payment), capital gains tax, inheritance tax, value added
tax, national insurance contributions, stamp duty, stamp duty land tax and stamp duty reserve tax, duties of customs and excise, petroleum revenue tax, rates, all taxes, duties or charges replaced by or replacing any of them, and all other taxes on
gross or net income, profits or gains, distributions, receipts, sales, use, value added and all levies, imposts, duties, charges or withholdings in the nature of taxation, and any payment whatsoever which the relevant person is bound to make to any
person as a result of the discharge by that person of any tax which the relevant person has failed to discharge, together with all penalties, charges and interest relating to any of the foregoing or to any late or incorrect return in respect of any
of them, and regardless of whether any such taxes, levies, duties, imposts, charges, withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant person or any other person
and of whether any amount in respect of any of them is recoverable from any other person.
| |  |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

48

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| |  | "Tax Claim"     |  | means: (a) the issue of any notice, demand, assessment, letter or other document by or on behalf of any Tax Authority or the imposition of any withholding of or on account of Tax; or (b) the preparation or submission of any notice, return, assessment,
 letter or other document by the Purchaser, the Company, any Subsidiary or any other person, from which it appears that a Tax Liability has been incurred by or will be imposed on the Company or any Subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | --------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | "Tax Liability" |  | means both a liability of the Company or any Subsidiary to make or suffer an actual payment of Tax (or an amount in respect of Tax) and also: (a) the loss, or the use or set off against income, profits or gains earned, accrued or received on or
before Completion, of any Relief which arises or would but for such loss have arisen in respect of an Event occurring or period ending on or before Completion which would (were it not for the said loss, use or set off) have been available to the
Company or any Subsidiary following Completion and which was taken into account in computing the provision for deferred tax in the Completion Accounts or in eliminating such provision, or was taken into account as an asset in the Completion Accounts;
(b) (the use or set off of any Relief which arises in respect of an Event occurring or period ending after Completion in circumstances where, but for such use or set off, the Company or any Subsidiary would have had an actual Tax Liability in respect
of which the Purchaser would have been able to make a claim against a Seller under this Schedule; and (c) the loss by the Company or a Subsidiary of a right to Repayment of Tax which right was taken into account as an asset in preparing the
Completion Accounts, or the set off of any right to Repayment of Tax against any actual Tax Liability in respect of which the Purchaser would, but for that set off, have been able to make a claim against a Seller under this Schedule; and, in any case
falling within any of paragraphs (a), (b) and (c) above, the amount that is to be treated for the purposes of this Schedule as a Tax Liability of the Company or the Subsidiary shall be determined as follows: (i) in a case which falls within
paragraph (a) or (b) above and where the relief that is the subject of the loss or which is used or set off as mentioned in those paragraphs is a deduction from or offset against Tax, the Tax Liability shall be the amount of that Relief so lost, used
or set off; (ii) in a case which falls within paragraph (a) or (b) above and where the Relief that is the subject of the loss or which is used or set off as mentioned in those paragraphs is a deduction from or offset against income, profits
or gains, the Tax Liability shall be, in the case of a Relief which is used or set off, the amount of Tax saved thereby and, in the case of a Relief which is lost, the amount of Tax which but for such loss would have been saved by virtue of the
Relief so lost, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purpose of Tax) arising in respect of an Event occurring or period ending after the Completion Date; and (iii) in a case which falls
within paragraph (c) above, the Tax Liability shall be the amount of the repayment that would have been obtained but for the loss or setting off mentioned in that sub-paragraph.
| |  |                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

49

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50

---





51

---







52

---



53

---









9.     Recovery from Third Parties



54

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10.   Secondary Liabilities



11.   Savings



12.   Over-Provision



55

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13.   Corporation Tax Returns



14.   Assignment



56

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Schedule 5  Ownership of the Shares

Name and address of, and numbers of Shares beneficially owned by, each of the Sellers:

|Full name                                                                                                                     |  | Number of
Shares owned |  | Percentage
owned |  | Consideration
Payable ($)
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  | ---------------- |  | -------------------------
|Philip Jan Chowienczyk                                                                                                        |  | 28,253                 |  | 28.3             |  | 11,037,034               
|Ann Margaret Lawson                                                                                                           |  | 14,114                 |  | 14.1             |  | 5,513,634                
|Christopher Patrick Lawson                                                                                                    |  | 14,139                 |  | 14.1             |  | 5,523,401                
|Daniel Quirke                                                                                                                 |  | 28,332                 |  | 28.3             |  | 11,067,895               
|Daniel Quirke and Jacqueline Elaine Linda Quirke (joint holders, as Trustees of the Daniel Quirke Childrens' Settlement No.1) |  | 5,081                  |  | 5.1              |  | 1,984,893                
|Jacqueline Elaine Linda Quirke                                                                                                |  | 10,081                 |  | 10.1             |  | 3,938,143                
|                                                                                                                              |  |                        |  |                  |  |                          
|Total                                                                                                                         |  | 100,000                |  | 100              |  | 39,065,000               
|                                                                                                                              |  |                        |  |                  |  |                          

57

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Schedule 6  Basic information about the Company

|1.  |  | Registered number              |  | : 01761018                                           
|--- |  | ------------------------------ |  | -----------------------------------------------------
|2.  |  | Date of incorporation          |  | : 12 October 1983                                    
|3.  |  | Place of incorporation         |  | : England                                            
|4.  |  | Address of registered office   |  | : Quayside, Chatham Maritime,
  Chatham, Kent ME4 4QY
|5.  |  | Authorised share capital       |  | : £100,000                                           
|6.  |  | Issued share capital           |  | : 100,000 ordinary shares of £1.00 each              
|7.  |  | Loan capital                   |  | : None                                               
|8.  |  | Directors:                     |  | :                                                    
|
|    |  | Philip Jon Chowienczyk         |  | 6 Grotes Place
London
SE3 0QH                        
|    |  | Christopher Patrick Lawson     |  | 234 City Way
Rochester, Kent
ME1 2BN                 
|    |  | Daniel Quirke                  |  | 167 Maidstone Road
Chatham, Kent
ME4 4JQ             
|9.  |  | Secretary:                     |  |                                                      
|
|    |  | Jacqueline Elaine Linda Quirke |  | 167 Maidstone Road
Chatham, Kent
ME4 4JQ             
|10. |  | Accounting reference date      |  | : 31 December                                        
|11. |  | Auditors                       |  | : Beak Kemmenoe                                      
|12. |  | Tax residence                  |  | : UK                                                 

58

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Schedule 7  Basic information about the Subsidiaries and Associated Companies

|   |  |              |  |                    |  |                              |  |                                                         |  |        
|-- |  | ------------ |  | ------------------ |  | ---------------------------- |  | ------------------------------------------------------- |  | -------
|1. |  | Subsidiaries
|   |  | 1.1          |  | MicroGas Limited  
|   |  |              |  | 1.1.1              |  | Registered number            |  | : 03746555                                             
|   |  |              |  | 1.1.2              |  | Date of incorporation        |  | : 7 April 1999                                         
|   |  |              |  | 1.1.3              |  | Place of incorporation       |  | : England                                              
|   |  |              |  | 1.1.4              |  | Address of registered office |  | : Quayside, Chatham Maritime,
  Chatham, Kent ME4 4QY  
|   |  |              |  | 1.1.5              |  | Authorised share capital     |  | : £100,000                                             
|   |  |              |  | 1.1.6              |  | Issued share capital         |  | : 100 ordinary shares of £1.00 each                    
|   |  |              |  | 1.1.7              |  | Loan capital                 |  | : None                                                 
|   |  |              |  | 1.1.8              |  | Members:                     |  |                                                         |  |        
|
|   |  |              |  |                    |  | MicroMedical Limited         |  | Quayside,
Chatham Maritime,
Chatham, Kent
ME4 4QY       |  | 100    
|   |  |              |  | 1.1.9              |  | Directors:                   |  |                                                         |  |        
|
|   |  |              |  |                    |  | Keith Charles Stoddart       |  | 24 Durham Road
Wigmore
Gilligham, Kent
ME8 8JW          |  | British
|   |  |              |  | 1.1.10             |  | Secretary:                   |  |                                                         |  |        
|
|   |  |              |  |                    |  | Sarah Louise MacKin          |  | 8 Windyridge,
Dorland,
Gillingham Kent,
ME7 3BB         |  |        
|   |  |              |  | 1.1.11             |  | Accounting reference date    |  | : 31 December                                          
|   |  |              |  | 1.1.12             |  | Auditors                     |  | : None                                                 
|   |  |              |  | 1.1.13             |  | Tax residence                |  | : UK                                                   
|   |  | 2.1          |  | MicroPulse Limited
|   |  |              |  | 2.1.1              |  | Registered number            |  | : 03989663                                             
|   |  |              |  | 2.1.2              |  | Date of incorporation        |  | : 10 May 2000                                          
|   |  |              |  | 2.1.3              |  | Place of incorporation       |  | : England                                              
|   |  |              |  | 2.1.4              |  | Address of registered office |  | : Quayside, Chatham Maritime,
  Chatham, Kent
  ME4 4QY
|   |  |              |  | 2.1.5              |  | Authorised share capital     |  | : £100,000                                             
|   |  |              |  | 2.1.6              |  | Issued share capital         |  | : 100 ordinary shares of £1.00 each                    
|   |  |              |  | 2.1.7              |  | Loan capital                 |  | : None                                                 
|   |  |              |  |                    |  |                              |  |                                                         |  |        

59

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| |  |     |  | 2.1.8              |  | Members:                     |  |                                                       |  |        
| |  | --- |  | ------------------ |  | ---------------------------- |  | ----------------------------------------------------- |  | -------
|
| |  |     |  |                    |  | MicroMedical Limited         |  | Quayside,
Chatham Maritime,
Chatham, Kent
ME4 4QY     |  | 100    
| |  |     |  | 2.1.9              |  | Directors:                   |  |                                                       |  |        
|
| |  |     |  |                    |  | Daniel Quirke                |  | 167 Maidstone Road
Chatham, Kent
ME4 4JQ              |  | British
| |  |     |  |                    |  | Christopher Patrick Lawson   |  | 234 City Way
Rochester, Kent
ME1 2BN                  |  | British
| |  |     |  | 2.1.10             |  | Secretary:                   |  |                                                       |  |        
|
| |  |     |  |                    |  | Christopher Patrick Lawson   |  | 234 City Way
Rochester, Kent
ME1 2BN                  |  | British
| |  |     |  | 2.1.11             |  | Accounting reference date    |  | : 31 December                                        
| |  |     |  | 2.1.12             |  | Auditors                     |  | : None                                               
| |  |     |  | 2.1.13             |  | Tax residence                |  | : UK                                                 
| |  | 3.1 |  | PulseTrace Limited
| |  |     |  | 3.1.1              |  | Registered number            |  | : 03986021                                           
| |  |     |  | 3.1.2              |  | Date of incorporation        |  | : 4 May 2000                                         
| |  |     |  | 3.1.3              |  | Place of incorporation       |  | : England                                            
| |  |     |  | 3.1.4              |  | Address of registered office |  | : Quayside, Chatham Maritime,
  Chatham, Kent ME4 4QY
| |  |     |  | 3.1.5              |  | Authorised share capital     |  | : £100,000                                           
| |  |     |  | 3.1.6              |  | Issued share capital         |  | : 100 ordinary shares of £1.00 each                  
| |  |     |  | 3.1.7              |  | Loan capital                 |  | : None                                               
| |  |     |  | 3.1.8              |  | Members:                     |  |                                                       |  |        
|
| |  |     |  |                    |  | MicroMedical Limited         |  | Quayside,
Chatham Maritime,
Chatham, Kent
ME4 4QY     |  | 100    
| |  |     |  | 3.1.9              |  | Director:                    |  |                                                       |  |        
|
| |  |     |  |                    |  | Daniel Quirke                |  | 167 Maidstone Road
Chatham, Kent
ME4 4JQ              |  | British
| |  |     |  |                    |  |                              |  |                                                       |  |        

60

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|   |  |                      |  |                               |  | Christopher Patrick Lawson   |  | 234 City Way
Rochester, Kent
ME1 2BN              |  | British
|-- |  | -------------------- |  | ----------------------------- |  | ---------------------------- |  | ------------------------------------------------- |  | -------
|   |  |                      |  | 3.1.10                        |  | Secretary:                   |  |                                                   |  |        
|
|   |  |                      |  |                               |  | Christopher Patrick Lawson   |  | 234 City Way
Rochester, Kent
ME1 2BN              |  | British
|   |  |                      |  | 3.1.11                        |  | Accounting reference date    |  | : 31 December                                    
|   |  |                      |  | 3.1.12                        |  | Auditors                     |  | : None                                           
|   |  |                      |  | 3.1.13                        |  | Tax residence                |  | : UK                                             
|   |  | 4.1                  |  | MicroMedical Deutschland GmbH
|   |  |                      |  | 4.1.1                         |  | Registered number            |  | : Unknown                                        
|   |  |                      |  | 4.1.2                         |  | Date of incorporation        |  | : 11 January 2001                                
|   |  |                      |  | 4.1.3                         |  | Place of incorporation       |  | : Hamburg, Germany                               
|   |  |                      |  | 4.1.4                         |  | Address of registered office |  | : Kieler Str. 675,22527                          
|   |  |                      |  |                               |  |                              |  | Hamburg                                          
|   |  |                      |  | 4.1.5                         |  | Authorised share capital     |  | : Unknown                                        
|   |  |                      |  | 4.1.6                         |  | Issued share capital         |  | : EUR 25.000 (as at the date of
  incorporation) 
|   |  |                      |  | 4.1.7                         |  | Loan capital                 |  | : Unknown                                        
|   |  |                      |  | 4.1.8                         |  | Members:                     |  |                                                   |  |        
|
|   |  |                      |  |                               |  | Micro Medical Limited        |  | Quayside,
Chatham Maritime,
Chatham, Kent
ME4 4QY |  | 100%   
|   |  |                      |  | 4.1.9                         |  | Director:                    |  |                                                   |  |        
|
|   |  |                      |  |                               |  | Daniel Quirke                |  | 167 Maidstone Road
Chatham, Kent
ME4 4JQ          |  | British
|   |  |                      |  |                               |  | Alfred Muller                |  | Mergenthalerweg 7b
22523 Hamburg, Germany         |  | German 
|   |  |                      |  | 4.1.10                        |  | Accounting reference date    |  | : 31 December                                    
|   |  |                      |  | 4.1.11                        |  | Auditors                     |  | : Knuppel & Partner                              
|   |  |                      |  |                               |  |                              |  | Kieler Strape 707                                
|   |  |                      |  |                               |  |                              |  | 22527 Hamburg, Germany                           
|   |  |                      |  | 4.1.12                        |  | Tax residence                |  | : United Kingdom                                 
|1. |  | Associated Companies
|   |  |                      |  | PT Medical BV                
|   |  |                      |  | 1.1.1                         |  | Registered number            |  | : Unknown                                        
|   |  |                      |  | 1.1.2                         |  | Date of incorporation        |  | : 3 May 2000                                     
|   |  |                      |  |                               |  |                              |  |                                                   |  |        

61

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| |  |  |  | 1.1.3  |  | Place of incorporation       |  | : Gemeente, Leek, Netherlands                    
| |  |  |  | ------ |  | ---------------------------- |  | -------------------------------------------------
| |  |  |  | 1.1.4  |  | Address of registered office |  | : Lorentzpark 12, 9351 VJ Leek                   
| |  |  |  | 1.1.5  |  | Authorised share capital     |  | : EUR 90.756,04                                  
| |  |  |  | 1.1.6  |  | Issued share capital         |  | : EUR 18.151,21                                  
| |  |  |  | 1.1.7  |  | Loan capital                 |  | : Unknown                                        
| |  |  |  | 1.1.8  |  | Members:                     |  |                                                  
|
| |  |  |  |        |  | Micro Medical Limited        |  | Quayside,
Chatham Maritime,
Chatham, Kent
ME4 4QY
| |  |  |  |        |  | Other members unknown        |  |                                                  
| |  |  |  | 1.1.9  |  | Director:                    |  |                                                  
|
| |  |  |  |        |  | Jos Plenter                  |  | Zwaluwstraat 32,
9331KG Norg                     
| |  |  |  | 1.1.10 |  | Accounting reference date    |  | : Unknown                                        
| |  |  |  | 1.1.11 |  | Auditors                     |  | : Unknown                                        
| |  |  |  | 1.1.12 |  | Tax residence                |  | : Netherlands                                    

62

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Schedule 8  Property

PART A  Relevant Properties

1.     Freehold Properties with registered titles

Registered proprietor (owner)

Title number

Nature of title

Short description

UseNONE


2.     Freehold Properties with unregistered titles

Estate owner

Date of conveyance to estate owner

Parties

Short description

UseNONE


3.     Leasehold Properties with registered titles

Registered proprietor (owner)

Title number

Nature and Date of title lease

Parties

Term

Current rental

Short description

UseNONE


4.     Leasehold Properties with unregistered title

Present lessee (owner)

Date of lease

Parties

Term

Current rental

Short description

UseMICRO MEDICAL LIMITED

N/A

TRADETEAM LIMITED(1) AND MICRO MEDICAL LIMITED(2)

MONTHLY PERIODIC TENANCY



OFFICE 13 AND 14 AT NUTSEY LANE TOTTON SOUTHAMPTON

OFFICESMICRO MEDICAL LIMITED

17 DECEMBER 2003

LESLEY MARY DUCKITT & JOHN ANTHONY PIPER(1) AND MICRO MEDICAL LIMITED(2)

MONTHLY LICENCE (2 MONTHS NOTICE REQUIRED TO TERMINATE)

£895 PLUS VAT PER MONTH

OFFICE 1 THE OLD VICARAGE CASTLE DONINGTON DERBYSHIRE

OFFICESMICROGAS LTD

1 JULY 2000

DENCORA PROPERTIES LIMITED(1) AND MICROGAS LTD(2)

TENANCY AT WILL

£278.85 PER WEEK

94/13 TO 17 INNOVATION BUILDINGS SITTINGBOURNE RESEARCH CENTRE SITTINGBOURNE KENT ME9 8HL

OFFICESTIM SUTTON

1 JANUARY 2003

BASSETLAW DISTRICT COUNCIL(1) AND KEITH STODDART(2)

TENANCY AT WILL

£1,200 PER ANNUM

UNIT NUMBER 16 (OFFICE SUITE 1) OLD BREWERY YARD KILTON ROAD WORKSOP

OFFICESMICROMEDICAL LIMITED

14 NOVEMBER 2003

MR R SUTTON(1) AND MICRO MEDICAL LIMITED(2)

6 YEARS FROM 14 NOVEMBER 2003

£13,750 (SUBJECT TO REVIEW) PER ANNUM

UNIT A1 LAKESIDE PARK NEPTUNE WAY ROCHESTER KENT

WAREHOUSE FOR STORAGE AND DISTRIBUTION


5.     Other Property

Owner

Country in which situated

General description

UseGERMANYJORDAN


63

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Schedule 9  Basis of Completion Accounts



64

---







Schedule 10  Form of Key Personnel Contracts

65

---



Schedule 11  Form of Escrow Agreement

66

---



Schedule 12  Form of IP Employment Amendment Agreement

67

---



Schedule 13  Form of MicroDirect Distributor Agreement

68

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Annex 1

Micro Medicak
Target P&L

|Micro Medicak
Target P&L   |  | 3.0
Forecast
2005 |       | 12 Months
Viasys
Forecast
2005 |   | 9 Month
2005
P&L
Impact |   | Projected
2006 |        | Projected
2007 |  
|-------------------------- |  | ----------------- | ----- | ------------------------------ | - | ----------------------- | - | -------------- | ------ | -------------- | -
|Revenuesproduct           |  | $                 | 4,366 |                                | $ | 17,465                  |   | $              | 13,099 |                | $
|% change vs prior year     |  |                   |       |                                |   |                         |   |                |        |                |  
|Material Purchases         |  |                   | 1,004 |                                |   | 4,017                   |   |                | 3,013  |                |  
|Service                    |  |                   | 56    |                                |   | 222                     |   |                | 166    |                |  
|Labor/Overhead             |  |                   | 351   |                                |   | 1,404                   |   |                | 1,053  |                |  
|                           |  |                   |       |                                |   |                         |   |                |        |                |  
|Gross Profit               |  |                   | 2,955 |                                |   | 11,822                  |   |                | 8,867  |                |  
|as a % of revenues         |  |                   | 67.7  | %                              |   | 67.7                    | % |                | 67.7   | %              |  
|Marketing/Selling          |  |                   | 1,038 |                                |   | 4,153                   |   |                | 3,115  |                |  
|G&A                        |  |                   | 373   |                                |   | 1,492                   |   |                | 1,119  |                |  
|R&D                        |  |                   | 502   |                                |   | 2,008                   |   |                | 1,506  |                |  
|                           |  |                   |       |                                |   |                         |   |                |        |                |  
|Total Operating Expenses   |  |                   | 1,913 |                                |   | 7,653                   |   |                | 5,740  |                |  
|as a % of revenues         |  |                   | 43.8  | %                              |   | 43.8                    | % |                | 43.8   | %              |  
|Depreciation               |  |                   | 63    |                                |   | 251                     |   |                | 188    |                |  
|                           |  |                   |       |                                |   |                         |   |                |        |                |  
|EBITDA                     |  |                   | 1,105 |                                |   | 4,420                   |   |                | 3,316  |                |  
|as a % of revenues         |  |                   | 25.3  | %                              |   | 25.3                    | % |                | 25.3   | %              |  
|Depreciation               |  |                   | 63    |                                |   | 251                     |   |                | 188    |                |  
|Amorization of Intangibles |  |                   |       |                                |   |                         |   |                |        |                |  
|Operating Income           |  |                   | 1,042 |                                |   | 4,169                   |   |                | 3,127  |                |  
|as a % of revenues         |  |                   | 23.9  | %                              |   | 23.9                    | % |                | 23.9   | %              |  
|exchange rate 1.9          |  |                   |       |                                |   |                         |   |                |        |                |  

69

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Annex 2

70

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Annex 3

Micro Medical Net Asset Target

In Pounds Sterling

July

August

September

October

November

December

Average

Sum of the
AveragesNet Assets

4,454,690

4,591,879

4,645,076

4,655,244

4,514,632

4,425,798



4,547,887Cash

458,671

647,120

666,681

704,509

684,994

1,284,530



741,0843,806,802New Building

3,553,671

3,554,446

3,556,487

3,556,487

3,465,797

3,469,535



3,526,071Amberly Greensold in December

383,482

383,482

383,482

383,482

383,482





319,569Depreciationboth buidlings

(126,224
)
(137,194
)
(147,810
)
(158,779
)
(183,309
)
(96,958
)


(141,712
)Loannew building

(2,087,454
)
(2,061,144
)
(2,034,835
)
(2,008,526
)
(1,989,491
)
(1,955,907
)


(2,022,893
)Loan for Ambley Green

(72,230
)
(68,312
)
(64,501
)
(60,543
)
(65,371
)




(55,160
)One-Time Adjustments for year-end entries:Back-out monthly Corporation Tax

(11,311
)
(11,311
)
(39,811
)
(39,811
)
0





(17,040
)Back-out Deferred Tax

47,108

47,108

47,108

47,108

64,859

111,184



60,746Deferred Tax

(111,184
)
(111,184
)
(111,184
)
(111,184
)
(111,184
)
(111,184
)


(111,184
)Corporation Tax entry booked in December

(202,189
)
(202,189
)
(202,189
)
(202,189
)
(202,189
)
(202,189
)


(202,189
)Average Micro Gas Loss over 6 mos.

(79,494
)
(79,494
)
(79,494
)
(79,494
)
(79,494
)
(79,494
)


(79,494
)Doubful accounts booked in December

(45,974
)
(45,974
)
(45,974
)
(45,974
)
(45,974
)
(45,974
)


(45,974
)Restated Net Assets

1,941,729

1,870,437

1,854,027

1,807,070

1,844,548

1,396,941

£1,785,792

1,785,792


71

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