Unassociated Document


    Exhibit
      10-24


    
      	 	
              Zimmerman
                Adams International

            	 

              New
                Broad Street House

              35
                New Broad Street

              London
                EC2M1NH

              


              Tel:
                +44 (0)20 7060 1760

              Fax:
                +44 (0)20 7060 1761

              www.zimmint.com

            


    

     

    


    13
      March 2006

    


    Strictly
      Private & Confidential

    


    Mr.
      John
      Carson

    Chief
      Executive Officer 

    New
      Media
      Lottery Services plc

    51/52
      Fitzwilliam Square

    Dublin
      2

    Ireland

    


    


    Dear
      Sirs

    Appointment
      as Ongoing Nominated Adviser 

    Terms
      and Conditions of Engagement

    


    
      	1.    	
              INTRODUCTION

            


    

    


    This
      engagement letter (the “Engagement Letter") sets out the terms on which ZAI
      Zimmerman Adams International Limited ("ZAI") has agreed to act as Nominated
      Adviser to New
      Media
      Lottery Services plc
      (the
“Company") for the purposes of the rules contained in the booklet “AIM - Rules
      for Companies” (the “AIM Rules") published by the London Stock Exchange plc (the
      "LSE"). Such appointment will be upon the terms and conditions set out in this
      Engagement Letter.

    


    
      	2.    	
              SCOPE
                OF THE ENGAGEMENT 

            


    

    


    
      	 	
              In
                its role as Nominated Adviser, ZAI will be available (during normal
                business hours) to advise and guide the Company and the directors
                of the
                Company about their respective responsibilities and obligations to
                ensure
                compliance by the Company on an ongoing basis with the AIM Rules.
                ZAI
                shall in addition provide the following advice and services (the
                “Services”):

            


    

     

    (a) notifying
      the directors of the Company about any amendments to the AIM Rules of which
      they
      should be aware; 

    
      	 	
              (b)

            	
              assisting,
                when requested, in the preparation and making of all announcements
                on
                behalf of the Company to a service approved by the LSE for the
                distribution to the public of AIM announcements and included within
                the
                list maintained on the LSE's website (a "Regulatory Information Service")
                provided that where ZAI is requested to make the announcement via
                the
                Regulatory News Service of the LSE (“RNS”), the Company has entered into
                the appropriate contractual arrangements with LSE in respect of RNS;
                and

            


    

    
      	 	
              (c)

            	
              providing
                such other assistance on such terms as ZAI and the Company may agree
                in
                writing from time to time.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      the
      avoidance of doubt, and subject always to the obligations of ZAI as Nomad under
      the AIM Rules, the regulatory systems (as defined in the handbook and rules
      of
      the FSA) and all other applicable regulations, ZAI will not be responsible
      for
      maintaining an orderly market in the Company’s shares, producing research
      reports or arranging presentations to institutional investors. 

    


    
      	3.    	
              FEES
                AND EXPENSES

            


    

    


    
      	
              3.1

            	
              In
                consideration of ZAI's agreement to provide the Services under this
                Engagement Letter the Company agrees to pay ZAI a retainer fee of
£25,000
                per annum, plus VAT where applicable, which fee shall accrue on a
                daily
                basis from the date of the Company’s admission to AIM until the date of
                termination of the agreement constituted by this Engagement Letter
                and
                shall be payable quarterly in advance on each quarter day (24 March,
                25
                June, 29 September and 25 December), the first such fee being due
                on the
                date of admission covering the period to the first quarter date,
                pro-rata.
                The retainer fee shall be subject to annual
                review.

            


    

    


    
      	
              3.2

            	
              ZAI
                may invoice any disbursements incurred by it in the course of carrying
                out
                the Services separately from such retainer
                fee.

            


    

    


    
      	
              3.3

            	
              Any
                services other than those specified in this Engagement Letter which
                are
                provided by ZAI to the Company shall be invoiced separately on terms
                to be
                agreed between ZAI and the Company.

            


    

    


    
      	4.    	
              THE
                COMPANY'S OBLIGATIONS

            


    

    


    In
      consideration of ZAI agreeing to act as the Nominated Adviser to the Company,
      the Company agrees and, where appropriate, confirms that it will comply with
      the
      obligations set out in Schedule 3.

    


    
      	5.    	
              STANDARD
                TERMS AND CONDITIONS AND
                INDEMNITY

            


    

    


    The
      Terms
      and Conditions contained in Schedule 1 and the indemnity contained in Schedule
      2
      are deemed to be part of this Engagement Letter. By executing the counterpart
      of
      this Engagement Letter the Company accepts such Terms and Conditions contained
      in Schedule 1 and agrees to be bound by the indemnity contained in Schedule
      2.

    


    
      	6.    	
              ACKNOWLEDGEMENTS

            


    

    


    The
      Company acknowledges and confirms that:

    


    
      	 	
              (a)

            	
              the
                directors of the Company understand the nature of their responsibilities
                to holders and potential holders of the Company's securities and
                will
                carry out all their obligations, and will, in so far as they are
                able,
                procure that the Company carries out all of its obligations, under
                and in
                accordance with the AIM Rules and other requirements of the
                LSE;

            


    

    
      	 	
              (b)

            	
              the
                shares in the Company which have been or are to be admitted to trading
                on
                AIM are free from restrictions on transferability (including any
                limitations on size of holdings and in respect of classes or identity
                of
                holders) except for any restrictions of the kind permitted by rule
                32 of
                the AIM Rules;

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              ZAI
                may take such steps as it considers necessary or desirable to comply
                with
                legal or other regulatory requirements relevant to any services provided
                by it to the Company; 

            


    

    
      	 	
              (d)

            	
              the
                responsibilities of ZAI as Nominated Adviser to the Company as set
                out in
                the AIM Rules are owed solely to the
                LSE;

            


    

    
      	 	
              (e)

            	
              the
                terms of this Engagement Letter have been agreed and formally minuted
                at a
                meeting of the board of directors of the
                Company.

            


    

    


    
      	7.    	
              STATUS
                OF THE COMPANY

            


    

    


    
      	
              7.1

            	
              ZAI
                is authorised and regulated by the Financial Services Authority and
                the
                Company acknowledges that all services provided by ZAI under this
                Engagement Letter are subject to the FSA Rules. In providing its
                services,
                ZAI is proposing to treat the Company as an Intermediate Customer
                as
                defined in the FSA Rules. As such, the Company will not obtain the
                benefit
                of those FSA Rules designed exclusively for the protection of Private
                Customers.

            


    

    


    
      	7.2   	
              ZAI
                aims to offer the Company an efficient and effective service and
                to that
                end should the Company feel unhappy with any aspect of the service
                it
                receives from ZAI, it should not hesitate to contact Ray Zimmerman,
                CEO,
                Zimmerman Adams International Limited, 35 New Broad Street, London
                EC2M
                1NH

            


    

    


    
      	8.    	
              TERMINATION

            


    

    


    
      	
              8.1

            	
              Subject
                to clause 8.2, the appointment of ZAI as Nominated Adviser shall
                continue
                unless and until terminated by either party on three month’s notice in
                writing, such notice not to expire before the date falling twelve
                months
                after the date of Admission.

            


    

    


    
      	
              8.2

            	
              Either
                party may terminate this Engagement Letter immediately by serving
                a notice
                in writing in the event of any material breach of this Engagement
                Letter
                by the other party of its obligations under this Engagement Letter,
                which
                breach is not capable of remedy or has not been remedied within five
                business days of its occurrence, but such termination shall be without
                prejudice to the payment to ZAI of any fees or sums accrued or due
                on the
                date of termination.

            


    

    


    
      	
              8.3

            	
              If
                this Engagement Letter is terminated in accordance with this clause
                8 the
                provisions of this clause and of clause 12(a) to Schedule 1 shall
                remain
                in full force and effect. 

            


    

    


    
      	9.    	
              ACCEPTANCE

            


    

    Please
      confirm the Company's acceptance of the terms of this Engagement Letter by
      signing below and returning one executed copy to ZAI, together with a copy
      of
      the Board minutes confirming our appointment. 

    


    
      	
              Yours
                faithfully

               

              ZAI
                & Co. Ltd 

               

              Director/authorised
                signatory

               

              Accepted
                by:

               

            	 	 	 
	 	 	 	
            
	
              

              Director

              for
                and on behalf of the Company

            	 	 	
            
	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      1

    


    TERMS
      AND
      CONDITIONS

    


    
      	1.    	
              Application

            


    

    


    These
      Terms and Conditions will apply to the Services, which ZAI & Co Ltd. (“ZAI")
      will provide to the Company, pursuant to the Engagement Letter to which the
      Terms and Conditions are attached.

    


    
      	2.    	
              Authorities

            


    

    


    
      	 	
              (a)

            	
              ZAI
                is authorised by the Company to do anything which, in ZAI's opinion,
                is
                reasonably necessary either to carry out the Services contemplated
                in the
                Engagement Letter (including acting as the Company's agent or through
                agents) or to act in accordance with any applicable laws, rules,
                regulations, authorisations, consents or practice as may reasonably
                be
                appropriate. The Company agrees that it shall approve and confirm
                everything lawfully done by ZAI in the exercise of such
                discretion.

            


    

     

    


    
      	 	
              (b)

            	
              ZAI
                shall not be responsible for providing specialist advice in any
                circumstances where the Company has agreed to procure, or would usually
                procure, such advice from others (for example, accounting, regulatory,
                legal, pensions or taxation matters) and ZAI shall not be liable
                in
                relation to any advice or services provided to the Company by persons
                other than ZAI.

            


    

    


    
      	 	
              (c)

            	
              ZAI
                shall be entitled to believe that any information and/or instructions
                given or purported to be given by an individual or person who is
                or
                purports to be and is reasonably believed by ZAI to be a director,
                duly
                authorised employee or authorised agent of the Company have been
                properly
                authorised by the Company.

            


    

    


    
      	 	
              (d)

            	
              Each
                of ZAI and the Company shall act towards each other in good faith
                during
                the term of the Engagement Letter.

            


    

    


    
      	3.    	
              Provision
                of information

            


    

    


    
      	 	
              (a)

            	
              The
                Company agrees to provide ZAI with all material information in its
                possession relevant to the Engagement Letter. ZAI will rely on the
                Company
                to ensure that any information made available to ZAI and/or third
                parties
                or otherwise published is information that the Company is legally
                entitled
                to provide for the purpose for which it is intended to be used and
                without
                committing a breach of any obligation owed by the Company to a third
                person or otherwise infringing any legal, regulatory or equitable
                rights
                of any third parties whatsoever and that it is true and accurate
                in all
                material respects and not misleading in any material respect (by
                omission
                or otherwise). If the Company subsequently becomes aware that any
                such
                information is not correct or is inaccurate or misleading it will
                notify
                ZAI as soon as is reasonably
                practicable.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (b)

            	
              The
                Company shall ensure that all statements and documents made and/or
                published by it or on its behalf in relation to this Engagement Letter
                will only be made or published after ZAI has been
                consulted.

            


    

    


    
      	 	
              (c)

            	
              If
                ZAI is asked by the Company to approve or to issue on its behalf
                any
                document, information, public announcement or other material which
                constitutes or might constitute a financial promotion under section
                21 of
                the Financial Services and Markets Act 2000, then should it agree
                to act,
                ZAI shall consider such material and may in its discretion (but without
                any obligation on ZAI to grant any such
                approval):

            


    

    


    
      	 	
              (i)

            	
              require
                further information from the Company so that ZAI may approve any
                document;

            


    

    


    
      	 	
              (ii)

            	
              acting
                reasonably, require the Company to make such modifications or amendments
                as ZAI considers necessary or desirable before it will approve or
                issue
                the material;

            


    

    


    
      	 	
              (iii)

            	
              require
                the Company to cease to distribute any document, information or other
                material in relation to the marketing of its shares if at any time
                ZAI
                becomes aware of information which in its reasonable opinion renders
                the
                document or material untrue, inaccurate or misleading in any material
                respect; and/or

            


    

    


    
      	 	
              (iv)

            	
              require
                the Company to confirm in writing that, so far as the Company is
                aware
                having made all reasonable enquiries, the contents of every document
                or
                public announcement are not false or
                misleading.

            


    

    


    
      	 	
              (d)

            	
              The
                Company will be fully responsible for the preparation and contents
                of any
                such document or material and for any reasonable costs properly incurred
                by ZAI in considering, approving or issuing any such document or
                material.

            


    

    


    
      	 	
              (e)

            	
              ZAI
                shall be entitled to assume that matters, which may be material for
                disclosure or otherwise in the context of this Engagement Letter,
                will be
                brought to its attention and, furthermore, it will only provide its
                Services on the basis of information disclosed to
                it.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.    	
              Use
                of material

            


    

    


    Any
      reports or papers produced by ZAI for the Company, in either draft or final
      form, will be exclusively for the use of the Company and its professional
      advisers and will not be available for distribution to other persons unless
      otherwise agreed in writing by ZAI. Notwithstanding any consent granted by
      ZAI,
      it shall not under any circumstances have any responsibility whatsoever to
      any
      third party to which any advice or report is disclosed or otherwise provided.
      No
      reference to ZAI or to its advice is to be made in any publication made by
      the
      Company or any holding company of the Company or by any subsidiary or associated
      company of any such holding company or on their behalf, without the prior
      written consent of ZAI unless such reference is required by any legal or
      regulatory obligation. All correspondence and papers in ZAI’s possession or
      control relating to this Engagement Letter or the subject matter of this
      Engagement Letter shall be the sole property of ZAI, save for original
      contracts, share certificates and other original documents held to the Company's
      order.

    


    
      	5.    	
              Confidentiality

            


    

    


    ZAI
      agrees not to use any information obtained from the Company for any unlawful
      purpose and to keep confidential and not to disclose any material non-public
      information to any person, except that:

    


    
      	 	
              (a)

            	
              ZAI
                may disclose any information which becomes publicly available other
                than
                by reason of wrongful disclosure by
                ZAI;

            


    

    


    
      	 	
              (b)

            	
              ZAI
                may disclose any information which it reasonably concludes is or
                may be
                necessary or desirable to be disclosed by law or rule or regulation
                or
                pursuant to any court or administrative order or ruling or in any
                pending
                legal or administrative proceeding or investigation or which is requested
                by a regulatory authority (including without limitation the UK Financial
                Services Authority, the UK Listing Authority, any recognised or designated
                stock exchange or the Panel on Takeovers and Mergers);
                and

            


    

    


    
      	 	
              (c)

            	
              ZAI
                may disclose any information to its employees, agents, legal and
                other
                professional advisers and, with the consent of the Company, to any
                other
                person that ZAI considers necessary or desirable in order to perform
                any
                of the Services contemplated in the Engagement Letter. The Company
                acknowledges that it will not unreasonably withhold or delay such
                consent.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	6.    	
              Material
                interests

            


    

    


    
      	 	
              (a)

            	
              ZAI
                is engaged in a wide range of investment business. This may give
                rise to
                situations where ZAI under the FSA Rules or under the general law:
                (i) may
                have interests, relationships and/or arrangements which conflict
                with
                those of the Company whether in relation to the transaction contemplated
                by the Engagement Letter of which these Terms and Conditions form
                part
                (the “Engagement”) or otherwise; and/or (ii) may have other clients whose
                interests conflict with those of the Company (“Conflicts of
                Interests”).

            


    

    


    
      	 	
              (b)

            	
              It
                is ZAI's policy in either case, in providing services to its clients,
                to
                do so on a consistent basis thus ensuring, so far as is practicable,
                that
                all clients are treated in a fair and equal
                manner.

            


    

    


    
      	 	
              (c)

            	
              The
                Company acknowledges and accepts, so as expressly to override, to
                the
                extent permissible, any duties, obligations or restrictions which
                would
                otherwise be implied by the FSA Rules or by law, that ZAI may have
                Conflicts of Interests.

            


    

    


    
      	 	
              (d)

            	
              The
                employees of ZAI assigned to the Engagement may (due, for example,
                to a
                “Chinese Wall”) be oblivious to, and in any event are required to
                disregard, any Conflicts of Interests and the Company agrees that
                ZAI may
                act for it despite any Conflicts of Interests and that any profit
                or
                remuneration from such interests may be retained by the ZAI
                Group.

            


    

    


    
      	 	
              (e)

            	
              The
                Company agrees that ZAI does not have a duty to disclose any matter
                that
                comes to its notice (or the notice of any other part of the ZAI Group)
                in
                the course of its business if doing so would constitute a breach
                of duty
                owed to any other persons. 

            


    

    


    
      	7.    	
              Legal
                and regulatory
                requirements

            


    

    


    The
      Company confirms and undertakes that it possesses all necessary powers and
      has
      obtained all necessary authorisations, consents and approvals validly and
      lawfully to enter into this Engagement Letter.

    


    The
      Company undertakes that (save as expressly disclosed to ZAI in writing) it
      has
      and undertakes that it shall maintain all necessary consents and authorisations
      which are necessary or desirable in relation to the Engagement and the
      performance by ZAI of its obligations under this Engagement Letter. The Company
      agrees that it will comply and will procure that all of its subsidiaries will
      comply with all relevant laws and regulations in any jurisdiction which may
      include inter alia, in relation to the United Kingdom, the Companies Acts,
      the
      Financial Services and Markets Act 2000, the Prospectus Rules, the Disclosure
      Rules, the Criminal Justice Act 1993, the City Code on Takeovers and Mergers,
      the Rules Governing Substantial Acquisitions of Shares, the Listing Rules of
      the
      UK Listing Authority, the AIM Rules and the rules of the London Stock Exchange
      and any and all successors thereto and re-enactments thereof. In fulfilling
      its
      obligations to the Company pursuant to this Engagement Letter, ZAI is also
      subject to (as well as the range of applicable laws) several rules and
      regulations and the requirements of various regulators. The Company agrees
      that
      the duties of ZAI to it will not restrict the freedom of ZAI to take all steps
      that it deems necessary in order for it to comply with any applicable laws,
      rules and regulations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company undertakes to obtain appropriate advice (including legal advice) in
      respect of all laws and regulations which may be applicable to it in the UK
      or
      any other jurisdiction in connection with the Engagement and to communicate
      such
      advice to ZAI if it is or may be relevant to the provision by ZAI of its
      Services to the Company.

    


    
      	8.    	
              Entire
                agreement

            


    

    


    This
      Engagement Letter represents the entire agreement and understanding between
      the
      Company and ZAI in relation to the appointment of ZAI as advisers to the
      Company.

    


    
      	9.    	
              Notices

            


    

    


    Notices
      given pursuant to any of the provisions of this Engagement Letter shall be
      in
      writing and shall be sent by facsimile transmission, personally delivered or
      mailed, first class postage prepaid, to: (a) the Company at the address set
      out
      in the Engagement Letter and (b) ZAI & Co. at the address shown on the
      letterhead of the Engagement Letter, for the attention of the Chairman, or
      to
      such other address as either party may have notified to the other in accordance
      with this paragraph. Any such communication shall be deemed to have been
      received on the same day if sent by facsimile transmission during normal
      business hours (9.00 a.m. to 5.30 p.m.), at 9.00 a.m. on a working day if
      transmitted after midnight but on or before 9.00 a.m. on such working day and
      at
      9.00 a.m. on the next following working day if transmitted after 5.30 p.m.
      on
      any working day or on a day other than a working day, at 9.00 a.m. on the next
      working day in the place where left if personally delivered, and at 9.00 a.m.
      on
      the second working day after the date of mailing if mailed as aforesaid. A
      “working day” shall mean a day other than a Saturday or a Sunday or recognised
      public holiday in England and references to time shall mean United Kingdom
      time.
      Notices cannot be given by e-mail.

    


    
      	10.  
              	
              Illegality

            


    

    


    If
      any
      provision of this Engagement Letter contravenes the applicable regulations
      or
      law or shall be declared void or unenforceable by the Court or administrative
      body of competent jurisdiction, that provision shall to that extent be deemed
      not to form part of this Engagement Letter but the validity of the remaining
      provisions of this Engagement Letter shall not be affected thereby.

    


    
      	11.  
              	
              Recording
                of telephone conversations

            


    

    


    ZAI
      may
      record telephone calls. These records (if made) will be the sole property of
      ZAI
      and will be evidence of orders or instructions given by the Company. Any
      recordings made may be retained.

    


    
      	12.  
              	
              Miscellaneous

            


    

    


    
      	 	
              (a)

            	
              This
                Engagement Letter has been and is made solely for the benefit of
                the
                Company and ZAI, in the case of ZAI for itself and as trustee (with
                sole
                discretion as to acting in such capacity) for the benefit (and not
                the
                burden) of each of its affiliates, the respective directors and officers
                of the foregoing and any person controlling ZAI or any of its affiliates.
                Except pursuant to paragraph 6 of these Terms and Conditions and
                as set
                out in schedule 3 to this Engagement Letter, no other person shall
                acquire
                or have any rights under or by virtue of this Engagement
                Letter.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              For
                the purposes of this Engagement Letter, "affiliate" means any group
                undertaking (as defined in section 259 of the Companies Act 1985)
                or any
                associated company (as defined in section 416 of the Income and
                Corporation Taxes Act 1988) of any such group
                undertaking.

            


    

    


    
      	 	
              (c)

            	
              ZAI
                may process, store and retain by computer or otherwise any information
                (including personal data) obtained about the Company as a consequence
                of
                this Engagement Letter and any other agreement the Company may enter
                into
                with ZAI provided that it does so in compliance with Clause 5 of
                the Terms
                and Conditions (Confidentiality). By signing the Engagement Letter
                the
                Company consents to ZAI sharing this information with other divisions
                or
                subsidiaries within the ZAI Group where ZAI believes it is suitable
                for
                the Company's requirements. All collated information, including databases
                on which such information is stored, held by ZAI and other members
                of the
                ZAI Group is and shall remain the property of
                ZAI.

            


    

    


    
      	 	
              (d)

            	
              The
                Company authorises ZAI to make such enquiries and obtain such references
                as it may consider necessary to fulfil its statutory obligations
                under the
                UK Money Laundering legislation. This Engagement Letter authorises
                ZAI to
                make such further enquiries and obtain such further references as
                it may
                from time to time consider necessary for continuing compliance with
                its
                statutory obligations under such
                legislation.

            


    

    


    
      	 	
              (e)

            	
              The
                Company authorises ZAI, unless the Company specifically requires
                otherwise, to communicate in relation to this Engagement Letter and/or
                the
                Engagement with all persons involved in this Engagement Letter and/or
                the
                Engagement including, without limitation, its own employees and any
                third
                party advisers or agents, by means of electronic mail, including
                the
                internet, in addition to other means of communication. Any member
                of the
                ZAI Group may refer to the Engagement for its marketing
                purposes.

            


    

    


    
      	 	
              (f)

            	
              This
                Engagement Letter (i) shall be deemed to be entered into once signed
                by
                the Company and ZAI and either executed copies are exchanged or are
                faxed
                back by the Company to ZAI and by ZAI to the Company and (ii) may
                be
                executed in two or more counterparts, each of which shall be deemed
                an
                original, but which together shall constitute one and the same
                instrument.

            


    

    


    
      	 	
              (g)

            	
              Time
                is of the essence in relation to this Engagement Letter and/or the
                Engagement with regard to (i) all payments to be made by the Company
                to
                ZAI and (ii) all notices to be served by any party to this Engagement
                Letter.

            


    

    


    
      	 	
              (h)

            	
              ZAI
                reserve the right to charge interest on any outstanding balances
                at a rate
                of 6% above the base rate of HSBC, and any past waiver in respect
                of the
                payment of such interest shall not preclude ZAI from requesting such
                payment arising from monies owed in connection with the Engagement
                Letter.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	13.  
              	
              Governing
                law

            


    

    


    This
      Engagement Letter shall be governed by, and construed in accordance with, the
      laws of England and Wales and the parties submit to the non-exclusive
      jurisdiction of the English Courts.

    


    In
      addition to any permitted method under the laws of any jurisdiction whereby
      ZAI
      may serve documentation upon the Company, the Company agrees that ZAI may serve
      any documentation relevant to this Engagement Letter (including, for the
      avoidance of doubt, any claim or suit or any other document relating to any
      dispute concerning the terms of this Engagement Letter) in writing by facsimile
      transmission, by personal delivery or by mail, first class postage prepaid
      upon
      the Company’s duly appointed agent for service at the address set out in the
      Engagement Letter, to which these Terms and Conditions are
      attached.

    


    ZAI
&
      Co. Ltd. is authorised and regulated for investment business in the UK by the
      Financial Services Authority.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      2

    


    INDEMNITY

    


    None
      of
      the Company nor any of its affiliates (each of which is referred to in this
      schedule as the "Company") shall make any claim against ZAI, its affiliates,
      the
      respective directors, officers and employees of each of the foregoing and any
      person controlling ZAI or any of its affiliates (together with ZAI referred
      to
      in this Schedule as the "ZAI Persons") to recover any loss or damage which
      the
      Company, the directors of the Company, any investor in, guarantor of, any lender
      of debt finance to the Company, or any subscriber/purchaser of any of the
      securities issued/transferred in connection with the activities contemplated
      by
      this Engagement Letter or any subsequent purchaser or transferee thereof or
      any
      other person may suffer or incur by reason of the carrying out by ZAI of its
      obligations under this Engagement Letter, save and to the extent that such
      loss
      or damage arises from the gross negligence, wilful default, fraud or material
      breach by ZAI or any ZAI Person of its obligations under this Engagement Letter
      or any material contravention by any such party of the regulatory system (as
      defined in the handbook and rules of the FSA).

    


    The
      Company undertakes to indemnify and to hold ZAI and each and every other ZAI
      Person harmless from and against all or any losses, claims, actions,
      liabilities, expenses, demands, charges or proceedings (together "Proceedings")
      whatsoever in any jurisdiction brought or established against ZAI or any other
      ZAI Person by any company, person, partnership, governmental agency or
      regulatory body whatsoever (including, without limitation, all such costs,
      charges and expenses as are reasonably paid or incurred by ZAI or any other
      ZAI
      Person in responding to, disputing or considering any such actual or potential
      actions, claims or demands or in enforcing its or their rights under this
      indemnity) and in particular but without limitation, against all or any
      Proceedings brought or established against ZAI or any other ZAI Person or which
      ZAI or any other ZAI Person may suffer or incur in connection with or arising
      out of or related to:

    


    
      	 	
              (a)

            	
              any
                of the statements and documents issued or supplied by the Company
                in
                connection with the activities contemplated by the Engagement Letter
                ("the
                Materials"), not containing or being alleged not to contain all
                information required to be stated therein or any statement therein
                (whether of fact, opinion, expectation or intention and including
                any
                forecast, projection or estimate) being or being alleged to be untrue,
                inaccurate, incomplete or misleading or as having been made negligently
                or
                otherwise without the required standard of skill and care or
                reasonableness;

            


    

    


    
      	 	
              (b)

            	
              any
                of the Materials issued or supplied by the Company or its other advisers
                in connection with the activities contemplated by the Engagement
                Letter,
                failing or being alleged to fail to disclose all material information
                necessary to enable an informed assessment to be made of the assets
                and
                liabilities, financial position, profits and losses, and prospects
                of the
                Company or of the rights attaching to any of the securities issued
                by the
                Company in connection with the activities contemplated by this Engagement
                Letter;

            


    

    


    
      	 	
              (c)

            	
              any
                breach by the Company of any of its obligations in the Engagement
                Letter;
                or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              any
                failure or alleged failure by the Company to comply with any legal,
                statutory or regulatory requirement whether of the United Kingdom
                or
                elsewhere,

            


    

    


    save
      and
      to the extent that in any such case, such loss or other matter as aforesaid
      arises as a result of the gross negligence, wilful default or fraud of ZAI
      or
      any ZAI Person or the material breach by any such party of its obligations
      under
      this Engagement Letter or any material contravention by any such party of the
      regulatory system (as defined in the handbook and rules of the FSA) PROVIDED
      THAT any such gross negligence, wilful default, or fraud by any one ZAI Person
      shall not of itself obviate this indemnity in favour of any other ZAI Person
      in
      respect of different and separate events, matters or circumstances giving rise
      to one or more Indemnified Events and the provisions of this Schedule 2 shall
      be
      read and construed accordingly.

    


    If
      the
      United Kingdom Inland Revenue or any other taxing authority in any jurisdiction
      brings into any charge to taxation (or into any computation of income or profits
      for the purposes of any charge to taxation) any sum payable under this
      indemnity, then the amount so payable shall be grossed up by such amount as
      will
      ensure that after deduction of the taxation so chargeable there shall remain
      a
      sum equal to the amount that would otherwise be payable under such indemnity
      (such additional payments as are necessary to achieve this purpose being made
      by
      the Company on demand from ZAI from time to time).

    


    This
      indemnity shall extend to include all reasonable costs and expenses properly
      incurred including legal fees and expenses (together with any value added or
      equivalent tax thereon) suffered or reasonably incurred by or any ZAI Person
      in
      connection with claiming and/or enforcing its or their rights under this
      indemnity.

    


    If
      at any
      time any one or more of the provisions of this indemnity or any part of the
      indemnity is or becomes invalid, illegal or unenforceable in any respect under
      any law, that provision shall to that extent be deemed not to form part of
      this
      indemnity but the validity, legality and enforceability of the remaining
      provisions of this indemnity shall not in any way be affected or impaired
      thereby.

    


    This
      indemnity confers benefits on any ZAI Person and, subject as set out below,
      is
      intended to be enforceable by each ZAI Person by virtue of the Contracts (Rights
      of Third Parties) Act 1999. No other party is intended to have any other rights
      under the Engagement Letter pursuant to that Act.

    


    The
      terms
      of this Engagement Letter may not be rescinded or varied in any way without
      the
      written consent of ZAI, and no ZAI Person (other than ZAI) may enforce, or
      take
      any step to enforce, any of the provisions of this Engagement Letter without
      ZAI's prior written consent (at ZAI's absolute discretion), which may, if given,
      be given on and subject to such terms and conditions as ZAI may
      determine.

    


    If,
      as a
      result of any exclusion or limitation of liability agreed by the Company with
      any other person, the amount for which ZAI is able to claim contribution against
      such other person in connection with any claim by the Company against ZAI
      arising out of or in connection with this Engagement Letter is reduced, the
      liability of ZAI to the Company in respect of such claim shall be reduced by
      the
      amount by which the amount for which ZAI is entitled to claim from such other
      person is reduced and the Company shall indemnify ZAI in respect of any
      increased liability to any third party which would not have arisen but for
      such
      exclusion or limitation.

    


    Except
      in
      circumstances of ZAI’s gross negligence, wilful default or fraud, the aggregate
      liability of ZAI under this Engagement Letter shall not exceed the greater
      of
£350,000 and the aggregate amount of the fees and net commissions paid to ZAI
      pursuant to this Engagement Letter.

    


    The
      indemnity in this Schedule 2 shall be governed by and construed in accordance
      with the laws of England and Wales and the parties irrevocably submit to the
      non-exclusive jurisdiction of the English courts in connection with any matter
      arising therefrom.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      3

    


     

    THE
      COMPANY'S OBLIGATIONS

     

    


    The
      Company agrees and where appropriate confirms that:

    


    
      	 	
              (a)

            	
              it
                has complied and will comply with all applicable AIM Rules, all other
                requirements of the LSE and all other legal requirements in relation
                to
                the proposed or continued admission of its share capital to trading
                on
                AIM;

            


    

    
      	 	
              (b)

            	
              it
                has complied and will comply with all legal requirements applicable
                to any
                prospectus issued or proposed to be issued by it or to any annual
                report
                and accounts or circulars or other documents sent or to be sent by
                it to
                its shareholders;

            


    

    
      	 	
              (c)

            	
              without
                limitation to paragraph (a) above, it will register any transfer
                of
                securities within fourteen days of receipt and will despatch share
                certificates, or credit the relevant CrestCo account as applicable,
                without delay;

            


    

    
      	 	
              (d)

            	
              it
                will comply in all respects with the
                Companies Acts 1962 - 2005 (as amended) of the Republic of Ireland,
                the
                Financial Services and Markets Act 2000, the Prospectus Rules, the
                Disclosue Rules, the
                Irish Takeover Panel Act 1997, the Irish Takeover Rules 2001 to 2005
                and
                the Irish Takeover Panel Act 1997 (Substantial Acquisitions) Rules
                2001 to
                2005;

            


    

    
      	 	
              (e)

            	
              without
                limitation to paragraph (a) above, it will notify ZAI without delay
                of any
                information which is required to be notified to a Regulatory Information
                Service pursuant to the AIM Rules (and in particular, but without
                limitation, any new developments which are not public knowledge concerning
                a change in (i) its financial condition, (ii) its sphere of activity
                or
                (iii) the performance of its business or in the Company's expectation
                of
                its performance, which in each case if made public might reasonably
                be
                expected to lead to a substantial movement in the price of its
                shares);

            


    

    
      	 	
              (f)

            	
              it
                will before making any material announcement of the kind required
                to be
                notified to a Regulatory Information Service use its reasonable endeavours
                to consult with ZAI so far as practicable as to the content of such
                announcement. In the event that the Company fails to act in accordance
                with the advice received from ZAI, ZAI shall be entitled to resign
                in
                accordance with the provisions of clause
                8.2;

            


    

    
      	 	
              (g)

            	
              it
                will ensure that all statements in any advertisements approved by
                ZAI on
                behalf of the Company, or in any document or announcement issued
                by it,
                are true and not misleading (by omission or otherwise) and that any
                expressions of opinion, contention or expectation included in such
                statements are made on reasonable
                grounds;

            


    

    
      	 	
              (h)

            	
              it
                will not adopt or give effect to any arrangements (other than the
                Company’s share option schemes as currently constituted) which may have
                the effect of increasing the number of shares in the capital of the
                Company which may be acquired or disposed of by employees of the
                Company
                or any of its subsidiaries after the effective date of appointment
                of ZAI
                under the terms of this Engagement Letter;


            


    

    
      	 	
              (i)

            	
              it
                will discuss prior to and notify ZAI immediately after approval by
                or on
                behalf of the board of the Company
                of:

            


    

    


    
      	 	
              (i)

            	
              any
                intended payments of dividends or other
                distributions;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (ii)

            	
              the
                interim or preliminary announcement of profits or losses for any
                financial
                periods;

            


    

    


    (iii) any
      proposed change in the capital structure of the Company;

    


    (iv) any
      change of the directors of the Company; and

    


    (v) all
      dealings by directors in the securities of the Company;

    


    
      	 	
              (j)

            	
              it
                will consult with ZAI in relation to potential acquisitions, mergers
                or
                other corporate transactions;

            


    

    
      	 	
              (k)

            	
              where
                ZAI acts as Nominated adviser, it will forward to ZAI for its prior
                perusal and written approval (which shall not be unreasonably withheld
                or
                delayed) draft proofs of all documents to be despatched to holders
                of the
                Company's securities and documents relating to takeovers, mergers,
                reorganisations or other schemes (including without limitation employee
                profit sharing schemes or share option schemes) and drafts of all
                press
                announcements (other than routine trade press
                announcements);

            


    

    
      	 	
              (l)

            	
              where
                ZAI acts as Nominated adviser, it will provide to and review with
                ZAI such
                financial information (including monthly management accounts, budgets
                and
                business plans) relating to the Group as ZAI may reasonably require
                from
                time to time;

            


    

    
      	 	
              (m)

            	
              where
                ZAI acts as Nominated adviser, it will provide ZAI with copies of
                minutes
                of board meetings and invite a representative of ZAI to attend board
                meetings in an advisory capacity;

            


    

    
      	 	
              (n)

            	
              without
                prejudice to the foregoing provisions, where ZAI acts as Nominated
                adviser, it will promptly make available to ZAI any information whatsoever
                reasonably required or requested by ZAI which ZAI believes is necessary
                to
                enable it to carry out its obligations to the Company and/or the
                LSE as
                Nominated Adviser; 

            


    

    
      	 	
              (o)

            	
              without
                limitation to paragraph (a) above, it shall take all proper and reasonable
                steps to ensure compliance by its directors or relevant employees
                with the
                restriction on dealings as set out in Rule 21 of the AIM Rules;
                and

            


    

    
      	 	
              (p)

            	
              it
                will at all times comply with the principles of corporate governance
                described in the UKLA’s Listing Rules so far as practicable and
                appropriate for a company of the Company’s
                size.