Unassociated Document


    
      
        DATED                            2006



      


      


      


      


      (1)    NEW
        MEDIA LOTTERY SERVICES PLC

      (2)    JOHN
        CARSON AND OTHERS

      (3)    NEW
        MEDIA LOTTERY SERVICES, INC

      (4)    ZIMMERMAN
        ADAMS INTERNATIONAL LIMITED

      


      


      


      


      


      


      
        
          

        



      PLACING
        AGREEMENT

      


      
        
          
 

      

      


       

       

      
 

      

        Kirkpatrick
          & Lockhart

        Nicholson
          Graham LLP

         

        110
          Cannon Street London EC4N 6AR

        Tel:
          +44
          (0)20 7648 9000

        Fax:
          +44
          (0)20 7648 9001

        Ref:
          ARG/6011081.0001

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        
CONTENTS

       

      
        	
                Clause

              	
                Page

              


      

      


      

        
          	
                  1.

                	
                  DEFINITIONS
                    AND INTERPRETATION

                	
                  1

                
	 	 	 
	
                  2.

                	
                  CONDITIONS

                	
                  8

                
	 	 	 
	
                  3.

                	
                  DELIVERY
                    OF DOCUMENTS AND ADMISSION TO AIM AND CREST

                	
                  9

                
	 	 	 
	
                  4.

                	
                  AUTHORITIES
                    AND AGREEMENTS

                	
                  10

                
	 	 	 
	
                  5.

                	
                  PLACING
                    AND OFFER

                	
                  11

                
	 	 	 
	
                  6.

                	
                  ALLOTMENT

                	
                  12

                
	 	 	 
	
                  7.

                	
                  PAYMENT

                	
                  12

                
	 	 	 
	
                  8.

                	
                  COSTS,
                    EXPENSES, FEES AND COMMISSIONS

                	
                  13

                
	 	 	 
	
                  9.

                	
                  UNDERTAKINGS
                    PRIOR TO ADMISSION

                	
                  14

                
	 	 	 
	
                  10.

                	
                  UNDERTAKINGS
                    FOLLOWING ADMISSION

                	
                  15

                
	 	 	 
	
                  11.

                	
                  WARRANTIES

                	
                  18

                
	 	 	 
	
                  12.

                	
                  INDEMNITIES

                	
                  20

                
	 	 	 
	
                  13.

                	
                  SUPPLEMENTARY
                    PROVISION

                	
                  23

                
	 	 	 
	
                  14.

                	
                  TERMINATION
                    AND CHANGE IN CIRCUMSTANCES

                	
                  23

                
	 	 	 
	
                  15.

                	
                  EFFECT
                    OF TERMINATION

                	
                  24

                
	 	 	 
	
                  16.

                	
                  WITHHOLDING
                    AND GROSSING UP

                	
                  25

                
	 	 	 
	
                  17.

                	
                  REMEDIES
                    AND ENFORCEMENT

                	
                  26

                
	 	 	 
	
                  18.

                	
                  INVALIDITY

                	
                  26

                
	 	 	 
	
                  19.

                	
                  ASSIGNMENT

                	
                  26

                
	 	 	 
	
                  20.

                	
                  WAIVER

                	
                  27

                
	 	 	 
	
                  21.

                	
                  TIME
                    OF THE ESSENCE

                	
                  27

                
	 	 	 
	
                  22.

                	
                  ENTIRE
                    AGREEMENT

                	
                  27

                
	 	 	 
	
                  23.

                	
                  COUNTERPARTS

                	
                  28

                
	 	 	 
	
                  24.

                	
                  THIRD
                    PARTY RIGHTS

                	
                  28

                
	 	 	 
	
                  25.

                	
                  NOTICES

                	
                  28

                
	 	 	 
	
                  26.

                	
                  GOVERNING
                    LAW AND JURISDICTION

                	
                  29

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
        

         

        
          	
                  SCHEDULE
                    1

                	 	
                  31

                
	 	 
	
                      Directors

                	
                  31

                
	 	 
	
                  SCHEDULE
                    2

                	 	
                  33

                
	 	 
	
                      Directors
                    Certificate

                	
                  33

                
	 	 
	
                  SCHEDULE
                    3

                	 	
                  35

                
	 	 
	
                      Documents
                    to be
                    delivered by the Company

                	
                  35

                
	 	 
	
                  SCHEDULE
                    4

                	 	
                  37

                
	 	 	 
	
                      Warranties

                	
                  37

                
	 	 	 
	
                  SCHEDULE
                    5

                	 	
                  50

                
	 	 	 
	
                      Tax
                    Indemnity

                	
                  50

                


        

      

    

    
      
         

        
          
          

          
            

          

        

        
          
          

        

      

      
      

       

      
        	
                THIS
                  AGREEMENT
                  is
                  made on

              	
                2006

              


      

      


      BETWEEN:

       

      
        	
                (1)
                  

              	
                NEW
                  MEDIA LOTTERY SERVICES PLC (registered
                  in the Republic of Ireland under number 410845) whose registered
                  office is
                  at 51/52 Fitzwilliam Square, Dublin 2, Ireland (the
                  "Company");

              


      

       

      
        	
                (2)
                  

              	
                THE
                  PERSONS
                  whose names and addresses are set out in Schedule 1 (the "Directors");

              


      

       

      
        	
                (3)
                  

              	
                NEW
                  MEDIA LOTTERY SERVICES, INC.
                  (a
                  company incorporated under the laws of Delaware) whose principal
                  place of
                  business is at 370 Neff Ave Suite L Harrisonburg, VA 22801 United
                  States
                  ("NMLS");
                  and

              


      

       

      
        	
                (4)

              	
                ZIMMERMAN
                  ADAMS INTERNATIONAL LIMITED (registered
                  in England and Wales under number 5136014) whose registered office
                  is at 1
                  Threadneedle Street, London EC2R 8AW ("ZAI").

              


      

       

      WHEREAS:

       

      
        	
                (A)

              	
                The
                  Company was incorporated under the Irish Companies Acts and details
                  of it
                  are set out in Part V of the Admission
                  Document.

              


      

       

      
        	
                (B)

              	
                The
                  Company proposes to allot and issue the Placing Shares for cash
                  in
                  accordance with the terms of this
                  Agreement.

              


      

       

      
        	
                (C)

              	
                ZAI
                  is acting as Nominated Adviser and Broker to the Company, and the
                  Company
                  has authorised ZAI to make application to the London Stock Exchange
                  for
                  admission to AIM of all the issued and to be issued Ordinary Shares
                  of the
                  Company.

              


      

       

      
        	
                (D)

              	
                ZAI
                  has agreed, as agent for the Company, to use its reasonable endeavours
                  to
                  procure subscribers for the Placing Shares on the terms and subject
                  to the
                  conditions set out in this
                  Agreement.

              


      

       

      NOW
        IT IS AGREED
        as
        follows:

       

      
        	
                1.

              	
                DEFINITIONS
                  AND INTERPRETATION

              


      

       

      
        	
                1.1

              	
                In
                  this Agreement unless the context requires
                  otherwise:

              


      

       

      "Accountants'
        Report"
        means
        the long form report on the Company dated on or about the date of this Agreement
        prepared by the Reporting Accountants;

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      "Accounts
        Date"
        means 30
        April 2005;

       

      "Accounts
        Group"
        means
        NMLS and New Media Lottery Services (International) Limited (incorporated
        in the
        Republic of Ireland with number 330027);

       

      "Act"
        means
        the Companies Act 1985 (as amended);

       

      "Admission"
        means
        admission of the Ordinary Shares (issued and to be issued pursuant to the
        Placing) to trading on AIM becoming effective as provided in rule 6 of the
        AIM
        Rules;

       

      "Admission
        Date"
        means 31
        March 2006 or such later date as ZAI and the Company shall agree in writing
        (being, in any event, not later than 30 April 2006);

       

      "Admission
        Document"
        means
        the document proposed to be published by the Company in connection with the
        AIM
        Application as required by the AIM Rules and constituting an admission document
        for the purposes of the AIM Rules;

       

      "Affiliate"
        means
        in
        relation to ZAI, any holding company or subsidiary of ZAI (as the case may
        be)
        or any subsidiary of any such holding company or subsidiary and any of their
        representatives or advisors and the directors, partners, sole proprietor,
        officers and employees of each of such persons and of ZAI (as the case may
        be);

       

      "AIM"
        means
        the market of that name operated by the London Stock Exchange;

       

      "AIM
        Application"
        means
        the application to be made for the Ordinary Shares to be admitted to trading
        on
        AIM;

       

      "AIM
        Rules"
        means
        the rules for AIM quoted companies and their nominated advisers published
        by the
        London Stock Exchange as amended from time to time and any other rules published
        from time to time which govern the admission to trading on and the regulation
        of
        AIM;

       

      "Associate"
        has the
        meaning used in the definition of "related party" contained in the AIM
        Rules;

       

      "Business
        Day"
        means a
        day (excluding Saturdays, Sundays and statutory holidays) on which banks
        are
        open for business in the City of London;

       

      "Company's
        Solicitors"
        means
        Halliwells LLP of 1 Threadneedle Street, London EC2R 8AW;

       

      "Conditions"
        means
        the conditions set out in Clause 2.1;

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      "connected
        person"
        shall
        have the meaning given to that term in section 346 of the Act;

       

      "CREST"
        means
        the relevant system (as defined in the Regulations) in respect of which CRESTCo
        is the Operator (as defined in the Regulations);

       

      "CRESTCo"
        means
        CRESTCo Limited;

       

      "CREST
        Rules"
        means
        those rules made by CRESTCo with respect to the provision of CREST;

       

      “Dresner
        Shares”
the
        921,925 new Ordinary Shares to be issued by the Company to Milton Dresner
        and
        the 921,925 new Ordinary Shares to be issued by the Company to Joseph
        Dresner;

      


      "Due
        Diligence Reports"
        means
        (i) the legal due diligence report in the agreed form in respect of the Company
        and its business prepared by the Lavelle Coleman of 51/52 Fitzwilliam Square,
        Dublin 2, Ireland dated on or about the date of this Agreement and addressed
        to
        the Company and ZAI; (ii) the legal due diligence report in the agreed form
        in
        respect of New Media Lottery Services, Inc prepared by Ruffa & Ruffa, P.C.
        of 150 East 58th Street, New York, NY 10022, USA dated on or about the date
        of
        this Agreement and addressed to the Company and ZAI; and (iii) the legal
        due
        diligence report in respect of NMSI prepared by Schivartche
        Advogados;

       

      "Exchange
        Rate"
        means
        the €/£
        Sterling spot exchange rate published by the European Central Bank from time
        to
        time;

       

      "First
        Day Announcement"
        means
        the announcement in the agreed form to be made by the Company via the Regulatory
        News Service at or about 8.00 am on the Admission Date;

       

      "FSA"
        means
        the Financial Services Authority;

       

      "FSMA"
        means
        the Financial Services and Markets Act 2000; 

       

      "Group"
        means
        the Company, its subsidiaries and subsidiary undertakings and each of them
        as
        the context admits and "Group
        Company"
        means
        any one of them;

       

      "Indemnified
        Person"
        means
        ZAI and each of its Affiliates;

       

      "Institutional
        Investors"
        means
        any entity falling within the definition of "qualified investor" in Article
        2.1(e) of the Prospectus Directive;

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      "Intellectual
        Property"
        means
        patents, trade marks, service marks, domain names, registered designs, design
        rights, database rights, copyright and topography rights (whether or not
        any of
        these is or are registered and including, without limitation, applications
        for
        registration) (including without limitation, rights in computer software),
        models, trade or business names, get up, know-how, confidential information,
        and
        any other similar protected rights in any country together with pending
        applications and rights to apply for the registration or recording or protection
        of such rights;

       

      "Intellectual
        Property Rights" means
        all
        Intellectual Property owned or used by the Group in the course of carrying
        on
        its business;

       

      "Investor
        Presentation"
        means
        the investor presentation in the agreed form relating to the
        Placing;

       

      "Irish
        Companies Acts"
        means
        the Companies Acts 1963 to 2005 (as amended) of the Republic of
        Ireland;

       

      "Irish
        Takeover Code"
        means
        the Irish Takeover Panel Act 1996, the Irish Takeover Rules 2001 and 2002
        and
        the Irish Takeover Panel Act 1997 (Substantial Acquisitions) Rules 2001,
        or any
        of them as the context requires;

       

      "Issue
        Documents"
        means
        the Admission Document, any placing proofs of the Admission Document, any
        supplementary admission document, the Investor Presentation, the Press
        Announcement, the Placing Letters and the First Day Announcement;

       

      "Issue
        Price"
        means 50
        pence per Ordinary Share;

       

      "Locked-In
        Shares"
        means
        those Ordinary Shares, legally or beneficially owned by NMLS or Lord Mancroft
        (as the case may be) on Admission and any shares in the Company into which
        such
        shares are sub-divided or converted and any Ordinary Shares (or any shares
        in
        the capital of the Company) allotted to or acquired by NMLS or Lord Mancroft
        (as
        the case may be) on or after Admission;

       

      "London
        Stock Exchange"
        means
        London Stock Exchange plc;

       

      "Model
        Code"
        means
        the code on directors' dealings adopted by the Company in the agreed
        form;

       

      "NMSI"
        means
        New Media Serviços
        de
        Internet Ltda., a corporation incorporated in Brazil;

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      "Nominated
        Adviser and Broker Agreements" means
        the
        agreements of even date between the Company (1) and ZAI (2) appointing ZAI
        as
        Nominated Adviser and Broker of the Company for the purposes of the AIM
        Rules;

       

      "Nominated
        Solicitors"
        means
        Kirkpatrick & Lockhart Nicholson Graham LLP of 110 Cannon Street, London,
        EC4N 6AR as solicitors to ZAI;

       

      "Ordinary
        Shares"
        means
        ordinary shares of 2/3 pence each in the capital of the Company;

       

      "Placees"
        means
        the persons procured by ZAI as agent of the Company with whom Placing Shares
        are
        placed pursuant to the Placing;

       

      "Placing"
        means
        the proposed placing of the Placing Shares by ZAI in accordance with this
        Agreement;

       

      "Placing
        Letters"
        means
        the placing letters in the agreed form;

       

      "Placing
        Shares"
        means
        the 3,672,572 new Ordinary Shares to be issued by the Company pursuant to
        the
        Placing;

       

      "Press
        Announcement"
        means
        the press announcement (if any) in the agreed form giving details of the
        Placing;

      


      "Prospectus
        Directive"
        means
        directive 2003/7/6C of 4 November 2003 of the European Parliament and of
        the
        Council;

      


      "Prospectus
        Rules"
        means
        the prospectus rules published by the FSA from time to time;

       

      "Registrars"
        means
        Computershare Investor Services (Ireland) Limited of Heron House, Corrig
        Road,
        Sandyford Industrial Estate, Dublin 18, Ireland;

       

      "Registrars'
        Agreement"
        means
        the agreement between the Company and the Registrars in the agreed
        form;

       

      "Regulations"
        means
        the Uncertificated Securities Regulations 2001 (as amended);

       

      "Reporting
        Accountants"
        means
        UHY Hacker Young of St Alphage House, 2 Fore Street, London EC2Y
        5DH;

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      "Short
        Form Report"
        means
        the short form report in the agreed form prepared by the Reporting Accountants
        on the financial affairs of the Company dated on or about the date of this
        Agreement and incorporated in the Admission Document;

       

      "Supplementary
        Admission Document"
        means a
        document containing all such information as is required to be contained in
        a
        supplementary admission document pursuant to the AIM Rules;

       

      "Taxation"
        has the
        meaning given in Schedule 5;

       

      "Taxation
        Authority"
        means
        any statutory, governmental, state, provincial, local or municipal authority,
        whether of the United Kingdom or elsewhere competent to administer, collect,
        assess or impose any Taxation;

       

      "UK
        Listing Authority"
        means
        the FSA acting in its capacity as the competent authority for the purposes
        of
        Part VI of FSMA;

       

      "VAT"
        means
        the tax as constituted by the Value Added Tax Act 1994 and any other tax
        imposed
        in addition to or in substitution for it at the rate from time to time
        imposed;

       

      "Verification
        Notes"
        means
        the verification notes in the agreed form prepared by the Company's Solicitors
        and based on information and answers provided by the Directors, for the purpose
        of substantiating certain information in the Admission Document;

       

      "Warranties"
        means
        the warranties given by the Warrantors set out or referred to in Clause 11
        and
        Schedule 4 and "Warranty"
        shall be
        construed accordingly;

       

      "Warranting
        Directors"
        means
        each of the Directors other than Lord Mancroft;

       

      "Warrantors"
        means
        each of the Company, the Directors and NMLS;

       

      "Warranty
        Certificate"
        means
        the certificate set out in Schedule 2 of this Agreement;

       

      "Wider
        Group"
        means
        NMLS, the Company, their subsidiaries and subsidiary undertakings and each
        of
        them as the context admits and "Wider
        Group Company"
        means
        any one of them;

       

      "Working
        Capital Report"
        means
        the working capital report prepared by the Reporting Accountants in respect
        of
        the Company for the period ending 30 April 2010 dated on or about the date
        of
        this Agreement; 

       

      "ZAI
        Engagement Letter"
        means
        the letter from ZAI to the Company dated 22 September 2005 relating to ZAI’s
        appointment as corporate advisor to the Company;

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        "ZAI
          Warrant Instrument"
          means
          the warrant instrument in the agreed form to be executed by the Company
          and
          constituting the ZAI Warrants; and

         

        "ZAI
          Warrants"
          means
          the warrants granted to ZAI pursuant to the ZAI Warrant Instrument.

         

      

      In
        this
        Agreement, unless the context requires otherwise:

       

      
        	 	
                (a)

              	
                references
                  to Clauses, Recitals and Schedules are references to clauses and
                  recitals
                  of and schedules to this Agreement and references within a sub-clause
                  to
                  "this Clause" shall refer to the whole Clause and not merely to
                  the
                  sub-clause in which it appears;

              


      

       

      
        	 	
                (b)

              	
                the
                  Recitals and Schedules form part of and are incorporated in this
                  Agreement;

              


      

       

      
        	 	
                (c)

              	
                headings
                  are included for ease of reference only and shall not affect the
                  interpretation of this Agreement;

              


      

       

      
        	 	
                (d)

              	
                the
                  singular shall include the plural and vice versa and references
                  to any
                  gender shall include references to the other
                  genders;

              


      

       

      
        	 	
                (e)

              	
                the
                  expression "person"
                  shall mean any natural person, partnership, joint venture, corporation,
                  trust, firm, association, government, governmental (or supra-governmental)
                  agency, authority or department, or any other entity, whether acting
                  in an
                  individual, fiduciary or other
                  capacity;

              


      

       

      
        	 	
                (f)

              	
                any
                  reference to a party shall mean any party to this
                  Agreement;

              


      

       

      
        	 	
                (g)

              	
                any
                  reference to the parties shall include their respective successors
                  in
                  title, permitted assigns and personal
                  representatives;

              


      

       

      
        	 	
                (h)

              	
                any
                  reference to a document as being "in
                  the agreed form"
                  means that document in a form agreed between the parties such agreement
                  being signified by the signature or initialling of a draft for
                  the
                  purposes of identification by or on behalf of each of the
                  parties;

              


      

       

      
        	 	
                (i)

              	
                where
                  any statement is qualified by the expression "so
                  far as the Directors are aware"
                  or
                  any similar expression that statement shall be treated as including
                  an
                  additional statement that it has been made after due and careful
                  enquiry
                  provided that this shall not oblige the Directors to make or to
                  have made
                  enquiries of any third parties (other than its professional advisers)
                  where such enquiries would reasonably be expected to have an adverse
                  affect on the Group's business;

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	 	
                (j)

              	
                any
                  reference to any statute or statutory provision shall include that
                  statute
                  or statutory provision as from time to time amended, modified,
                  replaced or
                  re-enacted (whether before or after the date of this Agreement)
                  and any
                  order, regulation, instrument, bye-law or other subordinate legislation
                  made under it;

              


      

       

      
        	 	
                (k)

              	
                the
                  expressions "subsidiary"
                  and "holding
                  company"
                  shall have the meanings given to them by the Act and the expression
                  "subsidiary"
                  shall be deemed to include "subsidiary
                  undertakings"
                  as
                  defined by the Act; and

              


      

       

      
        	 	
                (l)

              	
                references
                  to any time of day are to London
                  time.

              


      

       

      
        	
                1.2

              	
                References
                  to any of the Directors shall include, and shall bind, the estate
                  of each
                  of them.

              


      

       

      
        	
                2.

              	
                CONDITIONS

              


      

       

      
        	
                2.1

              	
                The
                  obligations of ZAI under this Agreement are conditional
                  upon:

              


      

       

      
        	 	
                (a)

              	
                the
                  Admission Document being approved by a meeting of the board of
                  Directors;

              


      

       

      
        	 	
                (b)

              	
                the
                  Company having applied to CRESTCo for admission of its Ordinary
                  Shares
                  (issued and to be issued pursuant to the Placing) to the CREST
                  System as
                  participating securities and no notification having been received
                  prior to
                  Admission from CRESTCo that such admission has been or will be
                  refused;

              


      

       

      
        	 	
                (c)

              	
                the
                  Company delivering to ZAI each of the documents specified in Schedule
                  3
                  (except as may be otherwise agreed by ZAI) by no later than 3.00
                  pm on the
                  date hereof (or such later time as ZAI may agree in relation to
                  any
                  particular document);

              


      

       

      
        	 	
                (d)

              	
                without
                  prejudice to ZAI's rights under Clause 14, any Supplementary Admission
                  Document which may be required pursuant to the AIM Rules being
                  published
                  in accordance with the AIM Rules prior to
                  Admission;

              


      

       

      
        	 	
                (e)

              	
                the
                  delivery by the Company and the Directors to ZAI with effect immediately
                  prior to Admission of the Warranty Certificate, signed by or on
                  behalf of
                  each Director and on behalf of the
                  Company;

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	 	
                (f)

              	
                the
                  obligations of ZAI under this Agreement not having been terminated
                  pursuant to Clause 14; and

              


      

       

      
        	 	
                (g)

              	
                Admission
                  having occurred on or before 8.00 am on the Admission
                  Date,

              


      

       

      and
        if
        any of the Conditions shall not be so fulfilled by the date and time (if
        any)
        specified above (subject to Clause 2.3) the obligations of each party hereunder
        shall cease and determine provided that until such time as any of the Conditions
        shall become incapable of being fulfilled each of the parties hereto shall
        comply with the obligations on its part contained in this Agreement for the
        purpose of implementing the Placing.

       

      
        	
                2.2

              	
                If
                  any of the Conditions are not fulfilled the Company shall (where
                  relevant)
                  as soon as practicable give notice to ZAI of the circumstances
                  of such
                  non-fulfilment. In the event that the obligations of each party
                  shall
                  cease and determine in accordance with Clause 2.1 above, the provisions
                  set out in Clause 15 shall apply.

              


      

       

      
        	
                2.3

              	
                ZAI
                  may (i) extend the time for fulfilment of all or any part of any
                  of the
                  Conditions (in which case references to such Conditions in this
                  Agreement
                  shall be to such Condition(s) as so varied); or (ii) waive satisfaction
                  (in whole or in part) of the
                  Conditions.

              


      

       

      
        	
                2.4

              	
                The
                  Company and the Directors jointly and severally undertake to ZAI
                  to use
                  their respective reasonable endeavours to procure that each of
                  the
                  Conditions is fulfilled by the relevant
                  time.

              


      

       

      
        	
                2.5

              	
                The
                  Company and each Director shall insofar
                  as each is able, supply such information and documents, give such
                  undertakings and do all such things (including, in the case of
                  the
                  Company, the payment of all fees and expenses) as may be reasonably
                  required by ZAI and / or by the London Stock Exchange and / or
                  the FSA in
                  connection with the Placing and Admission and in order to comply
                  fully
                  with all relevant and applicable provisions of the Act, the Irish
                  Companies Acts, FSMA and the AIM Rules. ZAI shall provide the Company
                  with
                  all such assistance as is reasonable in the circumstances to enable
                  Admission to become effective and the Admission Document to be
                  published.

              


      

       

      
        	
                3.

              	
                DELIVERY
                  OF DOCUMENTS AND ADMISSION TO AIM AND
                  CREST

              


      

       

      
        	
                3.1

              	
                The
                  Company shall immediately following the execution of this Agreement
                  (or
                  such other time as ZAI may agree in relation to any particular
                  document)
                  procure (insofar as it is reasonably able to do so) the delivery
                  to ZAI of
                  the documents listed in Schedule 3, in each case in such numbers
                  and in
                  such form as is set out in Schedule 3. ZAI may, in its absolute
                  discretion, waive (in whole or in part) any obligation of the Company
                  under this Clause 3.1 or may extend the time for delivery of any
                  document
                  referred to in Schedule 3. Any waiver or extension may be made
                  subject to
                  such terms as ZAI may determine.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                3.2

              	
                The
                  Company shall procure that the documents stated in the Admission
                  Document
                  as being available for inspection shall be made so available from
                  the date
                  of the Admission Document. 

              


      

       

      
        	
                3.3

              	
                The
                  Company confirms that application has been made to CRESTCo for
                  its
                  Ordinary Shares to be admitted to CREST as participating securities,
                  and
                  shall use its best endeavours to ensure that the Ordinary Shares
                  are
                  admitted as participating securities to CREST on or prior to Admission
                  and
                  continue to be participating securities
                  thereafter.

              


      

       

      
        	
                4.

              	
                AUTHORITIES
                  AND AGREEMENTS

              


      

       

      
        	
                4.1

              	
                The
                  Company hereby irrevocably appoints ZAI as its agent in connection
                  with
                  the Placing and the application for Admission, and to do all things
                  on
                  behalf of the Company which may be reasonably necessary or desirable
                  in
                  connection with the Placing and/or Admission, including the power
                  to
                  appoint agents to act on its behalf in connection with its obligations
                  under this Agreement to seek commitments from Placees by the distribution
                  of Placing Letters and copies of proofs (including pathfinder and
                  placing
                  proofs) of the Admission Document, provided that such appointment
                  shall
                  terminate if Admission shall not become effective by the Admission
                  Date
                  or, if earlier, on the date of Admission and as security for its
                  obligations under this Clause 4.1, the Company
                  hereby:

              


      

       

      
        	 	
                (a)

              	
                irrevocably
                  appoints any director of ZAI as its attorney to sign, seal, execute
                  and
                  deliver, acknowledge and register any document and do any act or
                  thing
                  which may be necessary to implement the Placing and Admission,
                  provided
                  that such appointment as attorney shall terminate if Admission
                  shall not
                  become effective by the Admission Date or, if earlier, on the date
                  of
                  Admission; and 

              


      

       

      
        	 	
                (b)

              	
                agrees
                  to ratify and confirm everything that ZAI shall lawfully and properly
                  do
                  in the exercise of and in accordance with, such appointment as
                  agent,
                  appointment as attorney, powers, authorities and
                  discretions.

              


      

       

      
        	
                4.2

              	
                The
                  Company and each of the Directors acknowledges that neither ZAI
                  nor any of
                  its Affiliates or advisers is responsible to the Company or to
                  any
                  Directors for verifying the accuracy and/or fairness of any information
                  published in the Issue Documents or otherwise published by the
                  Company,
                  unless ZAI or its Affiliates or advisers has accepted specific
                  responsibility in writing for such
                  verification.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                4.3

              	
                ZAI
                  shall be entitled to receive and/or retain and/or allow its agents
                  to
                  retain any commission or brokerages paid to it or its agents in
                  connection
                  with the implementation of any such transactions and shall not
                  be under
                  any liability to account for any benefit or advantage derived from
                  such
                  transaction by it or any company connected with it.
                  

              


      

       

      
        	
                4.4

              	
                Pursuant
                  to the authority granted to it in Clause 4.1, ZAI agrees on behalf
                  of and
                  as agent for the Company, to arrange the Placing upon and subject
                  to the
                  terms and conditions set out in the Issue Documents and the Company
                  hereby
                  authorises and directs ZAI to have
                  sent to Placees the Placing Letters and a copy of the placing proof
                  of the
                  Admission Document.

              


      

       

      
        	
                4.5

              	
                The
                  Company hereby authorises and directs ZAI
                  to:

              


      

       

      
        	 	
                (a)

              	
                release
                  the Press Announcement on the date hereof;
                  and

              


      

       

      
        	 	
                (b)

              	
                publish
                  the Admission Document and make the AIM Application as required
                  by the AIM
                  Rules.

              


      

       

      
        	
                5.

              	
                PLACING
                  AND OFFER

              


      

       

      
        	
                5.1

              	
                Pursuant
                  to but without limiting the authority in Clause 4.1, ZAI agrees
                  as agent
                  of the Company to use reasonable endeavours to procure subscribers
                  for the
                  Placing Shares at the Issue Price and otherwise on the terms and
                  conditions of the Issue Documents. 

              


      

       

      
        	
                5.2

              	
                In
                  accordance with the Issue Documents, ZAI shall determine in its
                  reasonable
                  discretion after consultation with the
                  Company:

              


      

       

      
        	 	
                (a)

              	
                the
                  last time at which Placing Letters may be despatched and acceptances
                  pursuant thereto may be made amongst those who have made application
                  for
                  the Placing Shares under the
                  Placing;

              


      

       

      
        	 	
                (b)

              	
                the
                  validity or otherwise of acceptances received for Placing Shares
                  under the
                  Placing; and

              


      

       

      
        	 	
                (c)

              	
                the
                  basis of allocation of Placing Shares under the
                  Placing.

              


      

       

      
        	
                5.3

              	
                The
                  Placing is not being underwritten by ZAI and nothing in this Agreement
                  shall impose on ZAI any obligation to
                  :

              


      

       

      
        	 	
                (a)

              	
                underwrite
                  any of the Placing Shares;

              


      

       

      
        	 	
                (b)

              	
                subscribe
                  for any of the Placing Shares; 

              


      

       

      
        	 	
                (c)

              	
                make
                  any payment in respect of the subscription obligations of any
                  Placee.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                6.

              	
                ALLOTMENT

              


      

       

      
        	
                6.1

              	
                As
                  soon as practicable following the execution of this Agreement and
                  in any
                  event not later than 2.00 pm on the Business Day prior to the Admission
                  Date:

              


      

       

      
        	 	
                (a)

              	
                ZAI
                  shall provide the Company with the names and addresses of the Placees
                  acquiring Placing Shares together with details of the number of
                  Placing
                  Shares to be taken up by each such person and, where relevant,
                  the CREST
                  participant ID and the CREST member account ID (the "Placing
                  List");

              


      

       

      
        	 	
                (b)

              	
                the
                  Company shall, conditional upon Admission taking place on or before
                  8.00
                  am on the Admission Date and this Agreement not having been terminated
                  prior to Admission, forthwith on the delivery to the Company of
                  the
                  Placing List: 

              


      

       

      
        	 	
                (i)

              	
                allot
                  the Placing Shares to the Placees in accordance with the Placing
                  List;

              


      

       

      
        	 	
                (ii)

              	
                approve
                  the registration (without registration fee) of the Placees as members
                  of
                  the Company, and the issue of definitive share certificates or
                  crediting
                  of the relevant CREST accounts (as the case may be) in accordance
                  with the
                  timetable for such matters set out in the Admission Document;
                  and

              


      

       

      
        	 	
                (iii)

              	
                deliver
                  to the Nominated Solicitors on ZAI's behalf a certified copy of
                  the
                  resolutions of the Company's board of directors with regard to
                  the matters
                  referred to in sub-clauses (i) and (ii)
                  above.

              


      

       

      
        	
                6.2

              	
                The
                  Company hereby undertakes to ZAI that it will procure that the
                  Placing
                  Shares will upon allotment be fully paid and free from all liens,
                  charges,
                  claims, equities and encumbrances and will rank, upon issue, pari
                  passu in
                  all respects with the existing issued Ordinary
                  Shares.

              


      

       

      
        	
                7.

              	
                PAYMENT

              


      

       

      Subject
        to the allotment and issue of the Placing Shares by the Company, the Company
        and
        ZAI shall give instructions to the Registrars for the delivery no later than
        5
        Business Days after Admission by electronic telegraphic transfer to the bank
        account notified to the Registrars by the Company for such purpose of the
        aggregate amount received by the Registrars for the Placing Shares at the
        Issue
        Price pursuant to the Placing less the aggregate of the fees, commissions
        and
        expenses payable by the Company pursuant to Clause 8 (to the extent not already
        paid) ("Fees")
        and the
        Company shall give instructions to the Registrars for such Fees to be paid
        by
        the Registrars no later than 5 Business Days after Admission to such accounts
        as
        are notified to the Company in writing by ZAI.

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                8.

              	
                COSTS,
                  EXPENSES, FEES AND COMMISSIONS 

              


      

       

      
        	
                8.1

              	
                In
                  consideration of the provision of corporate finance and broking
                  services
                  by ZAI in relation to the AIM Application and the Placing , the
                  Company
                  shall (save to the extent already paid or fulfilled under the ZAI
                  Engagement Letter or any other
                  agreement):

              


      

       

      
        	 	
                (a)

              	
                pay
                  to ZAI the advisory fee as referred to in and determined in accordance
                  with the ZAI Engagement Letter;

              


      

       

      
        	 	
                (b)

              	
                in
                  the event of Admission pay to ZAI a broking commission of an amount
                  equal
                  to the aggregate of:

              


      

       

      
        	 	
                (i)

              	
                9
                  per cent. of the aggregate value of such number of Placing Shares
                  subscribed under the Placing (except for the Dresner Shares) and
                  allotted
                  and issued to retail investors (for the avoidance of doubt not
                  including
                  Institutional Investors) at the Issue Price;
                  and

              


      

       

      
        	 	
                (ii)

              	
                7
                  per cent. of the aggregate value of such number of Placing Shares
                  subscribed under the Placing (except for the Dresner Shares) and
                  allotted
                  and issued to Institutional Investors at the Issue Price;
                  and

              


      

       

      
        	 	
                (c)

              	
                issue
                  the ZAI Warrants to ZAI immediately following
                  Admission.

              


      

       

      
        	
                8.2

              	
                The
                  payments due under clause 8.1 shall be exclusive of any VAT chargeable
                  on
                  such commissions, fees and other consideration. Payment of the
                  commissions, fees and other consideration payable under Clause
                  8.1
                  (including any VAT chargeable thereon) shall be made not later
                  than the
                  fifth Business Day following Admission in accordance with Clause
                  7.

              


      

       

      
        	
                8.3

              	
                The
                  Company shall pay the following costs, charges and expenses in
                  addition to
                  any other costs, charges and expenses agreed in advance in writing
                  by the
                  Company and listed in the expenses schedule in the agreed form
                  and any
                  other expenses properly incurred by ZAI in connection with the
                  Placing
                  and/ or Admission: all stamp duty, capital tax or other tax arising
                  on the
                  allotment of the Placing Shares, the expenses of the Registrars,
                  printing
                  and advertising expenses, postage and the fees of the Company’s lawyers
                  and accountants and other professional advisers (including (without
                  limitation) the fees of the Nominated Solicitors up to a maximum
                  of
                  £60,000 exclusive of VAT). The Company shall forthwith upon request
                  by ZAI
                  reimburse to ZAI the amount of any such costs, charges and expenses
                  which
                  ZAI may properly have paid. The Company shall instruct the Registrars
                  (in
                  accordance with Clauses 8.3 and 8.4) to deduct from the payment
                  to be made
                  by the Registrars to the Company pursuant to such Clause and pay
                  to ZAI an
                  amount equal to the aggregate of all such costs, charges and expenses
                  paid
                  by ZAI. 

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	
                8.4

              	
                Where
                  a sum is reimbursed to ZAI, the Company shall in addition pay to
                  ZAI in
                  respect of VAT:

              


      

       

      
        	 	
                (a)

              	
                if
                  any reimbursement constitutes the consideration (or a part thereof)
                  for
                  any supply to the Company or ZAI (and as further consideration
                  for such
                  supply), such amount as equals any input tax payable by ZAI which
                  is
                  irrecoverable together with an amount representing any VAT for
                  which ZAI
                  is properly liable to account as output tax in respect of that
                  supply; and
                  

              


      

       

      
        	 	
                (b)

              	
                if
                  any costs or expenses constitute disbursements by ZAI as an agent
                  on
                  behalf of the Company any VAT included in the cost of such
                  disbursement.

              


      

       

      
        	
                8.5

              	
                Notwithstanding
                  that ZAI is acting as agent for the Company in connection with
                  the Placing
                  in relation to the issue of the Placing Shares it may retain any
                  commissions, fees or other amounts payable to it as are referred
                  to
                  herein. 

              


      

       

      
        	
                9.

              	
                UNDERTAKINGS
                  PRIOR TO ADMISSION

              


      

       

      
        	
                9.1

              	
                The
                  Company and the Directors hereby undertake that any publicity issued
                  by or
                  on behalf of the Company in connection with the Placing and/or
                  Admission,
                  including any statement to or interview with the media, shall be
                  consistent with the Issue Documents and shall be agreed with ZAI
                  in
                  advance (to the maximum practicable extent and subject to such
                  conditions
                  as ZAI
                  may
                  impose in the case of interviews or conferences with journalists
                  or other
                  representatives of the media).

              


      

       

      
        	
                9.2

              	
                Save
                  as expressly required hereunder by law or by the London Stock Exchange,
                  no
                  public announcement or communication concerning the Company, the
                  Placing
                  or this Agreement which is or may be material in relation to the
                  Placing,
                  the Offer or the issue of the Placing Shares may be made or despatched
                  between the date hereof and Admission (both days inclusive) or
                  at any time
                  in relation to the termination of this Agreement without the consent
                  of
                  ZAI
                  as
                  to the content, timing and manner of making or despatch
                  thereof.

              


      

       

      
        	
                9.3

              	
                The
                  Company and the Directors hereby undertake that they will not,
                  and will
                  procure that no member of the Wider Group will, prior to Admission,
                  in any
                  case without the prior written consent of
                  ZAI:

              


      

       

      
        	 	
                (a)

              	
                enter
                  into any commitment or agreement or terminate any commitment or
                  agreement
                  referred to in paragraph 9 of Part V of the Admission Document;
                  or
                  

              


      

       

      
        	 	
                (b)

              	
                put
                  the Company in a position where it is obliged to announce that
                  any
                  commitment or agreement may be entered into or
                  terminated,

              


      

       

      which,
        in
        either case, is material in the context of the Group taken as a whole or
        Admission, the Placing or the issue of the Placing Shares.

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                9.4

              	
                If
                  prior to Admission any significant change occurs affecting any
                  matter
                  contained in the Admission Document whose inclusion was required
                  by the
                  AIM Rules, or there arises or is noted any material new factor,
                  mistake or
                  inaccuracy relating to the information included in the Admission
                  Document,
                  each of the Directors undertakes to notify the Company immediately
                  of
                  becoming aware of the same (whether or not such change, factor,
                  mistake or
                  inaccuracy results in any Warranty becoming untrue or inaccurate),
                  and the
                  Company shall, without prejudice to Clauses 11
                  and 14:

              


      

       

      
        	 	
                (a)

              	
                notify
                  ZAI
                  forthwith
                  in writing, disclosing such change, factor, mistake or inaccuracy;
                  

              


      

       

      
        	 	
                (b)

              	
                in
                  conjunction with ZAI,
                  deal with such change, factor, mistake or inaccuracy as ZAI
                  in
                  its sole discretion shall reasonably see fit;
                  and

              


      

       

      
        	 	
                (c)

              	
                in
                  conjunction with ZAI,
                  take all such steps and make all such announcements and publish
                  all such
                  documents (including without limitation any Supplementary Admission
                  Document) as may be required by ZAI
                  in
                  the circumstances (any such steps or documents to be in a manner
                  or form
                  approved by ZAI,
                  such approval not to be unreasonably withheld or
                  delayed).

              


      

       

      
        	
                10.

              	
                UNDERTAKINGS
                  FOLLOWING ADMISSION

              


      

       

      
        	
                10.1

              	
                The
                  Company hereby undertakes that it will, and each of the Directors
                  hereby
                  severally undertakes that he will use reasonable endeavours to
                  ensure that
                  the Company will, apply the net proceeds of the Placing received
                  by the
                  Company only for the purposes described in the Admission Document.
                  

              


      

       

      
        	
                10.2

              	
                The
                  Company will comply with all relevant obligations of the AIM Rules
                  and in
                  particular (but without limitation) will ensure that each of its
                  Directors
                  (including any future appointee) accepts responsibility for the
                  Company’s
                  compliance with the AIM Rules, seeks advice from ZAI
                  (while it remains the Company’s nominated adviser) regarding such
                  compliance whenever appropriate and takes that advice into
                  account.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                10.3

              	
                Subject
                  to Clause 10.4,
                  each of NMLS and Lord Mancroft undertakes not to offer, dispose
                  or agree
                  to offer or dispose of any Locked-In Shares or enter into or agree
                  to
                  enter into any derivative transaction of any type whatsoever (including,
                  without limitation, any swap, contract for differences, option,
                  warrant or
                  future transaction or arrangement) in respect of any Locked-In
                  Shares: 

              


      

       

      
        	 	
                (a)

              	
                at
                  any time prior to Admission and during the period of 12 months
                  commencing
                  on the Admission Date without the prior written consent of ZAI
                  (which
                  consents may be withheld in ZAI's absolute discretion); and
                  

              


      

       

      
        	 	
                (b)

              	
                at
                  any time during the period of 12 months commencing on the first
                  anniversary of the Admission Date otherwise than in consultation
                  with the
                  Company's brokers from time to time and in such manner as such
                  broker may
                  require with a view to maintaining an orderly market in the shares
                  of the
                  Company.

              


      

       

      In
        this
        Clause 10.3
        and
        Clause 10.4 "dispose"
        includes
        mortgaging, pledging, charging, lending, assigning, selling, transferring
        (including, without limitation by way of dividend or other distribution or
        in
        connection with or as a consequence of a capital reorganisation) or otherwise
        disposing.

       

      Where
        consent is requested under this Clause 10.3,
        ZAI
        shall
        notify the chairman of the Company promptly of the details of the
        request.

       

      
        	
                10.4

              	
                Subject
                  as provided below, the provisions of Clause 10.3
                  shall not apply to a disposal or agreement to dispose of shares
                  made:

              


      

       

      
        	 	
                (a)

              	
                in
                  acceptance of a general offer for the whole of the issued equity
                  share
                  capital of the Company (other than any equity share capital held
                  by or
                  committed to the offeror and/or persons acting in concert with
                  the
                  offeror) which has either been recommended by the board of directors
                  of
                  the Company or has become unconditional as to acceptances;
                  or

              


      

       

      
        	 	
                (b)

              	
                in
                  the execution of an irrevocable commitment to accept a general
                  offer for
                  the whole of the issued equity share capital of the Company (other
                  than
                  any equity share capital held by or committed to the offeror and/or
                  persons acting in concert with the offeror) which has been or is
                  recommended by the board of directors of the Company or where the
                  irrevocable commitment is expressed to be conditional upon such
                  general
                  offer being so recommended; or

              


      

       

      
        	 	
                (c)

              	
                pursuant
                  to an offer by the Company to purchase its own shares which is
                  made on
                  identical terms to all holders of shares and otherwise complies
                  with the
                  Irish Companies Acts and the AIM Rules;
                  or

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        	 	
                (d)

              	
                on
                  arm's length terms by way of a sale for cash which is made with
                  the prior
                  written consent of ZAI (to the extent a claim is made by it) for
                  the
                  purpose of funding an amount payable by that person in respect
                  of a claim
                  under Clause 11
                  and/or 12
                  which will be effected on terms or under the arrangements which
                  secure to
                  the reasonable satisfaction of ZAI that the proceeds will be available
                  solely for that purpose; or

              


      

       

      
        	 	
                (e)

              	
                pursuant
                  to a Court order; or

              


      

       

      
        	 	
                (f)

              	
                by
                  way of a renunciation of a right to subscribe for shares where
                  such right
                  is derived from shares in the Company held by the relevant shareholder
                  or,
                  a failure to take up such right.

              


      

       

      
        	
                10.5

              	
                Each
                  of the Directors and the Company undertakes to procure (in so far
                  as he/it
                  is reasonably able) that NMLS shall comply at all relevant times
                  with the
                  provisions of Clauses 10.3
                  and 10.4.

              


      

       

      
        	
                10.6

              	
                For
                  so long as ZAI remains the company's Nominated Adviser each Director
                  severally covenants with and undertakes to ZAI that so long as
                  he holds
                  the office of director with the Company he will at all times uphold,
                  comply with and act in accordance with the provisions of the AIM
                  Rules,
                  the Model Code, the Irish Takeover Code and the Criminal Justice
                  Act 1993
                  (in each case whether or not such provisions would ordinarily apply
                  to the
                  Company or a director thereof) and will use all reasonable endeavours
                  to
                  procure that the affairs of each Group Company are at all times
                  conducted
                  in accordance with the Irish Companies Acts, the AIM Rules and
                  any other
                  laws, rules or regulations applicable to such Group Company from
                  time to
                  time.

              


      

       

      
        	
                10.7

              	
                The
                  Company undertakes to ZAI
                  that
                  it will not, and each of the Directors undertakes to procure (so
                  far as he
                  is able to do so) that the Company will not, and will procure that
                  no
                  member of the Wider Group will, without first obtaining the written
                  consent of ZAI,
                  enter into any commitment or agreement prior to Admission which
                  would or
                  might adversely affect the Placing or which is outside the ordinary
                  course
                  of business of the Group or which would otherwise give rise to
                  an
                  obligation to make an announcement in accordance with the AIM
                  Rules.

              


      

       

      
        	
                10.8

              	
                The
                  Company shall, and each of the Directors undertakes to procure
                  that the
                  Company shall, deliver to ZAI
                  as
                  soon as reasonably practicable (and in any event no later than
                  10 Business
                  Days) prior to each monthly meeting of the board of directors of
                  the
                  Company notice of such board meeting together with an agenda and
                  all other
                  documents referred to in such
                  agenda.

              


      

       

      
        	
                10.9

              	
                As
                  soon as reasonably practicable following Admission the Company
                  shall, and
                  each of the Directors shall procure that the Company shall, obtain
                  insurance at adequate levels against all risks commonly insured
                  against by
                  persons carrying on the same or similar businesses as those carried
                  on by
                  the Group and against all risks against which the Group might reasonably
                  be expected to insure in the particular circumstances of the businesses
                  carried on by each member thereof which shall, for the avoidance
                  of doubt,
                  include keyman life insurance in respect of each of John Carson
                  and
                  Randolph Brownell (both Directors).

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        	
                11.

              	
                WARRANTIES

              


      

       

      
        	
                11.1

              	
                The
                  Company, the Warranting Directors and NMLS hereby jointly and severally
                  warrant to ZAI in the terms of the Warranties in each case as at
                  the date
                  of this Agreement and at all times during the period up to and
                  including
                  Admission so that the Warranties shall be deemed to be repeated
                  by
                  reference to the facts and circumstances from time to time subsisting
                  during that period.

              


      

       

      
        	
                11.2

              	
                Lord
                  Mancroft hereby severally warrants to ZAI in the terms of the Warranties
                  contained in paragraphs 1.6 and 2 of Schedule 4 in relation to
                  himself
                  only as at the date of this Agreement and at all times during the
                  period
                  up to and including Admission so that such Warranties shall be
                  deemed to
                  be repeated by reference to the facts and circumstances from time
                  to time
                  subsisting during that period. 

              


      

       

      
        	
                11.3

              	
                The
                  Warranties shall remain in full force and effect notwithstanding
                  Offer
                  Admission.

              


      

       

      
        	
                11.4

              	
                The
                  Company, the Warranting Directors and NMLS accept that ZAI is assuming
                  its
                  obligations as Nominated Adviser and Broker to the Company and
                  its
                  obligations contained in this Agreement in reliance upon each of
                  the
                  Warranties.

              


      

       

      
        	
                11.5

              	
                Each
                  of the Warrantors hereby severally undertakes to
                  ZAI:

              


      

       

      
        	 	
                (a)

              	
                that
                  it/he shall not knowingly do, allow or procure any act or omission
                  before
                  Admission which would constitute a breach of any of the Warranties
                  or
                  would make any of them untrue or inaccurate or misleading if repeated
                  by
                  reference to the facts and circumstances in existence at any time
                  prior to
                  Admission; and

              


      

       

      
        	 	
                (b)

              	
                to
                  notify ZAI forthwith if it comes to its or his knowledge at any
                  time prior
                  to Admission that any of the Warranties is or may be untrue or
                  inaccurate
                  or misleading when made and/or that any of the Warranties has ceased
                  or
                  may have ceased to be true or accurate or has become or may have
                  become
                  misleading by reference to the facts and circumstances from time
                  to time
                  subsisting during that period prior to
                  Admission.

              


      

       

      
        	
                11.6

              	
                Without
                  prejudice to the Warranties contained in Schedule 4, each Director
                  severally warrants ZAI that all information in respect of himself
                  (including, without limitation, any information relating to his
                  past
                  employment and past or present activities or business interests)
                  with
                  which ZAI has been furnished by him (or on his behalf) in writing
                  (including, without limitation, the contents of his director's
                  questionnaire) given in connection with Admission and which is
                  set out or
                  referred to in the Admission Document is true and accurate and
                  is not
                  misleading and does not omit anything likely to affect the import
                  of such
                  information.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      
        	
                11.7

              	
                The
                  Warranties (other than those in paragraphs 1.1 to 1.5 inclusive,
                  2.1 to
                  2.5, 6 and 9 of Schedule 4) are given subject to any matter disclosed
                  in
                  the Admission Document. Where any Warranty is qualified by the
                  phrases "in
                  all material respects" or "materially" or any similar phrase, materiality
                  shall be assessed by reference to the general duty of disclosure
                  for the
                  Admission Document as set out in paragraph (k) of schedule two
                  to the AIM
                  Rules.

              


      

       

      
        	
                11.8

              	
                If,
                  at any time up to Admission, ZAI shall receive notification pursuant
                  to
                  Clause 11.5(b)
                  or
                  otherwise become aware that any of the Warranties is or has become
                  or is
                  likely to become untrue, inaccurate or misleading (or would be
                  untrue,
                  inaccurate or misleading if then repeated), ZAI may (without prejudice
                  to
                  its rights to terminate its obligations under this Agreement pursuant
                  to
                  Clause 13)
                  acting reasonably require the Company at its own expense to make
                  or cause
                  to be made such announcements and/or despatch such communications
                  (including without limitation a Supplementary Admission Document)
                  as ZAI
                  shall determine. 

              


      

       

      
        	
                11.9

              	
                Each
                  of the Directors hereby severally waives all and any rights which
                  he may
                  have or claim to have against the Company (including without limitation
                  any rights of contribution) arising out of or in connection with
                  any
                  breach of warranty, representation, undertaking, indemnity or obligation
                  under or pursuant to this
                  Agreement.

              


      

       

      
        	
                11.10

              	
                Any
                  release, waiver or compromise or any other arrangement of any kind
                  whatsoever which ZAI may agree to or effect as regards one or more
                  of the
                  Company or the Warrantors shall not affect the right of ZAI as
                  regards any
                  other person liable hereunder.

              


      

       

      
        	
                11.11

              	
                Notwithstanding
                  anything herein contained, save in the event of fraud or wilful
                  non-disclosure, ZAI shall not be entitled to make any claim under
                  the
                  Warranties against the Warrantors unless it shall have given written
                  notice thereof to the Warrantors specifying in reasonable detail
                  the basis
                  of such claim and the amount thereof on or before the date falling
                  three
                  months after the publication of the audited consolidated accounts
                  to 30
                  April 2007. Any such claim shall (if has not been previously satisfied,
                  settled or withdrawn) be deemed to have been withdrawn on the date
                  that is
                  twelve months from the date of receipt by the relevant Warrantor
                  of the
                  notice of claim (and such Warrantor shall have no further liability
                  in
                  respect of it) unless proceedings in respect of it have commenced
                  prior to
                  such date by both being issued and served on the relevant
                  Warrantor.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
        	
                11.12

              	
                Without
                  prejudice to their joint and several liability (unless otherwise
                  stated)
                  up to any such individual aggregate amount, the aggregate liability
                  under
                  Clause 11.1
                  and/or 11.2
                  and any other provision of this Agreement of
                  :

              


      

       

      
        	 	
                (a)

              	
                each
                  of the Directors shall not exceed the amount set out opposite his/her
                  name
                  in Schedule 1; and 

              


      

       

      
        	 	
                (b)

              	
                each
                  of the Company and NMLS (save in respect of Clause 13 (Indemnities))
                  shall
                  not exceed the aggregate value of the Placing Shares (excluding
                  the
                  Dresner Shares) at the Issue Price 

              


      

       

      save
        in
        the case of claims which are the consequence of fraud or wilful concealment
        by
        any such Warrantor, in which case there shall be no maximum in relation to
        that
        Warrantor.

       

      
        	
                11.13

              	
                ZAI
                  shall, to the extent that it suffers any loss in respect thereof,
                  be
                  entitled to the same remedies and rights of action against the
                  Warrantors
                  as any person acquiring any Placing Shares on the basis of the
                  Admission
                  Document and the Warranties shall be in addition to and shall not
                  be
                  construed as limiting or prejudicing those or any other rights
                  or remedies
                  available to ZAI provided that ZAI shall not be entitled to recover
                  under
                  any provision of this Agreement, damages, reimbursement, compensation,
                  restitution and/or indemnity payments in respect of any loss or
                  liability
                  more than once in respect of the same loss or
                  liability.

              


      

       

      
        	
                11.14

              	
                If
                  any Warranty claim arises because of a liability which in any such
                  case is
                  contingent when that claim is notified, a Warrantor will not be
                  obliged to
                  make any payment thereunder until such time as the contingent liability
                  ceases to be contingent and becomes an actual liability and the
                  period
                  within which any claim must be commenced pursuant to Clause 11.2
                  shall be extended accordingly.

              


      

       

      
        	
                12.

              	
                INDEMNITIES

              


      

       

      
        	
                12.1

              	
                No
                  claim shall be made against any Indemnified Person to recover any
                  loss,
                  damage, cost, charge or expense which the Company or any subsidiary,
                  director, officer or agent of the Company, or any subscriber for
                  or
                  purchaser of the Placing Shares or any subsequent purchaser or
                  transferee
                  thereof may suffer or incur by reason of or arising out of the
                  carrying
                  out by ZAI (or such other Indemnified Person on either of their
                  behalf) of
                  their obligations and services under this Agreement unless and
                  to the
                  extent that such loss, damage, cost, charge or expense arises from
                  a
                  material breach of its obligations under this Agreement, or from
                  the
                  fraud, negligence or wilful default of, such Indemnified Person
                  or is of
                  such nature that liability may not be excluded pursuant to the
                  conduct of
                  business provisions of the FSMA, or the rules of the
                  FSA.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        	
                12.2

              	
                The
                  Company, the Warranting Directors and NMLS jointly and severally
                  undertake
                  to keep each and every Indemnified Person indemnified to the fullest
                  extent legally possible (on or after tax basis) against all proceedings,
                  losses, claims, liabilities, costs, charges, damages, expenses,
                  actions or
                  demands whatever or howsoever incurred which any of the Indemnified
                  Persons may suffer or incur (including, but without limitation,
                  all such
                  reasonable costs, charges and expenses of ZAI in investigating,
                  evaluating, responding to, or disputing or settling for itself
                  or on
                  behalf of any other Indemnified Person any such actual or potential
                  actions, claims or demands or in enforcing its rights under this
                  Clause)
                  or which may be made against any Indemnified Person in each case
                  by reason
                  of, or resulting from, or attributable to, or in connection with
                  the
                  services rendered and/or duties performed by ZAI under this Agreement
                  or
                  otherwise in connection with the making or implementation of the
                  Placing
                  and/or Admission including without
                  limitation:

              


      

       

      
        	 	
                (a)

              	
                the
                  issue or despatch of the Issue Documents (or any of
                  them);

              


      

       

      
        	 	
                (b)

              	
                any
                  failure or alleged failure by the Company, or the Directors or
                  their
                  agents, employees or professional advisers to comply with the Act,
                  the
                  Irish Companies Acts, FSMA, or the AIM Rules or any other applicable
                  requirement of statute or statutory regulation in relation to the
                  issue or
                  distribution of the Issue Documents, the entering into or completion
                  of
                  this Agreement and/or the Placing;

              


      

       

      
        	 	
                (c)

              	
                the
                  Issue Documents not containing, or being alleged not to contain,
                  all
                  information required to be stated therein by FSMA, the Irish Companies
                  Acts, or the AIM Rules, or any statement therein being, or being
                  alleged
                  to be, untrue, inaccurate, incomplete or misleading or not based
                  on
                  reasonable grounds;

              


      

       

      
        	 	
                (d)

              	
                any
                  misrepresentation or alleged misrepresentation by the Company or
                  any
                  Director contained in any of the Issue
                  Documents;

              


      

       

      
        	 	
                (e)

              	
                any
                  breach, or alleged breach, by the Directors, or the Company of
                  any of
                  their/its respective obligations, representations or undertakings
                  hereunder or any breach, or alleged breach, of any of the Warranties;
                  or

              


      

       

      
        	 	
                (f)

              	
                the
                  allotment and issue of the Placing Shares,


              


      

       

      unless
        and to the extent that any of them arises from a material breach of any
        obligations of this Agreement by or from the fraud, negligence or wilful
        default
        of any Indemnified Person or is of such nature that liability may not be
        excluded pursuant to the conduct of business provisions of the FSMA or the
        rules
        of the FSA and provided that the liability of the Warranting Directors under
        the
        indemnity set out in this Clause 12.2
        shall
        not exceed the amount set out opposite such Warranting Directors' name in
        Schedule 1.

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	
                12.3

              	
                Any
                  transaction or step carried out by ZAI or any other Indemnified
                  Person
                  pursuant to this Agreement will be carried out at the request of
                  and as
                  agent for the Company and not for ZAI itself (as the case may be).
                  Neither
                  ZAI nor any other Indemnified Person will be responsible for any
                  loss or
                  damage to any person arising from any such transaction or step,
                  or for any
                  insufficiency or alleged insufficiency of the Issue Price or of
                  the terms
                  on which subscribers for of any of the Placing Shares may be procured
                  by
                  ZAI, or for the timing of any such subscription unless and to the
                  extent
                  that any of them arises as a result of a material breach of the
                  terms of
                  this Agreement by ZAI or the fraud, negligence or wilful default
                  on the
                  part of ZAI or its Affiliates.

              


      

       

      
        	
                12.4

              	
                Except
                  in respect of statements specifically attributed to ZAI in the
                  Issue
                  Documents as expressly agreed in writing by ZAI or to the extent
                  required
                  of it by the FSMA or the rules of the FSA neither ZAI nor any other
                  Indemnified Person will be responsible to the Company or to the
                  Directors
                  or to any other person responsible for the Admission Document for
                  verifying the accuracy, completeness or fairness of the information
                  published in the Issue Documents, or otherwise published by the
                  Company in
                  connection with the Placing.

              


      

       

      
        	
                12.5

              	
                The
                  provisions of Schedule 5 (Tax Indemnity) shall
                  apply.

              


      

       

      
        	
                12.6

              	
                ZAI
                  shall, on becoming aware of any matter which may fall within the
                  indemnity
                  given under this Clause 12
                  or
                  a breach of Warranty or potential breach of Warranty arising from
                  a claim
                  made by a third party against the Company, NMLS and/or the Directors
                  and/or ZAI in relation to the Placing, Admission, the Admission
                  Document
                  or the Placing Shares (a “Relevant
                  Matter”),
                  give notice thereof to the Company as soon as is reasonably practicable
                  providing such reasonable details as are then available and shall
                  enter
                  into and thereafter maintain reasonable consultation with the Company
                  on
                  all material aspects of the Relevant Matter. ZAI shall, subject
                  to:

              


      

       

      
        	 	
                (a)

              	
                being
                  indemnified (and secured) to its reasonable satisfaction by the
                  Company
                  against any additional or increased losses it may suffer or incur
                  as a
                  result of so doing; and

              


      

       

      
        	 	
                (b)

              	
                the
                  requirements (if any) of the insurers ZAI;


              


      

       

      consult
        with the Company regarding the conduct of the Relevant Matter and provide
        the
        Company with all relevant information and copies of such documents as the
        Company may reasonably require relating to the Relevant Matter. For the
        avoidance of doubt, ZAI shall not be under any obligation to provide the
        Company
        with a copy of any document which is or may be otherwise privileged in the
        context of the Relevant Matter or to the extent that it is subject to a bona
        fide duty of confidentiality or it would prejudice any insurance cover to
        which
        any Indemnified Person may from time to time be entitled.

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                12.7

              	
                Where
                  ZAI or any Indemnified Person recovers from some other person any
                  sum
                  which compensates it for any loss in respect of any matter giving
                  rise to
                  a claim under Clause 11
                  or
                  12,
                  then either:

              


      

       

      
        	 	
                (a)

              	
                the
                  amount payable by the Company, NMLS and/or any of the Directors
                  in respect
                  of that claim shall be reduced by an amount equal to the sum so
                  recovered
                  (less the reasonable costs and expenses of recovering it and any
                  taxation
                  payable by ZAI as a result of its receipt);
                  or

              


      

       

      
        	 	
                (b)

              	
                if
                  an amount shall already have been paid by the Company, NMLS and/or
                  any of
                  the Directors in respect of that claim, there shall be repaid to
                  the
                  Company, NMLS and/or any of the Directors an amount equal to aggregate
                  of
                  the amount so recovered (less the reasonable costs and expenses
                  of its
                  recovery and any taxation payable by ZAI as a result of its receipt)
                  or
                  (if less) the amount of such
                  payment.

              


      

       

      
        	
                13.

              	
                SUPPLEMENTARY
                  PROVISION

              


      

       

      Each
        of
        the undertakings (in so far as they are continuing obligations) set out or
        referred to in Clause 10,
        each of
        the warranties set out or referred to in Clause 11
        and each
        of the indemnities set out or referred to in Clause 12
        shall
        remain in full force and effect notwithstanding the completion of the
        subscription of the Placing Shares, the Placing and any other matters and
        arrangements referred to in or contemplated by this Agreement and shall be
        in
        addition to and shall not be construed to limit, affect or prejudice any
        other
        right or remedy available to ZAI.

       

      
        	
                14.

              	
                TERMINATION
                  AND CHANGE IN
                  CIRCUMSTANCES

              


      

       

      
        	
                14.1

              	
                If
                  at any time prior to Admission:

              


      

       

      
        	 	
                (a)

              	
                any
                  statement contained in the Admission Document or any other Issue
                  Document
                  is or has become or been discovered to be materially untrue, incorrect
                  or
                  misleading or there is a material mistake or inaccuracy in the
                  Admission
                  Document or there arises any material new factor, mistake or inaccuracy
                  relating to the information in the Admission Document;
                  or

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
        	 	
                (b)

              	
                any
                  of the Warranties is materially untrue, inaccurate or misleading
                  when made
                  or a matter has arisen which gives rise to a claim under the indemnities
                  set out in Clause 12;
                  or

              


      

       

      
        	 	
                (c)

              	
                any
                  of the Directors or the Company has failed or will be unable to
                  comply
                  with any of their respective obligations under this Agreement or
                  otherwise
                  relating to the Placing; or

              


      

       

      
        	 	
                (d)

              	
                any
                  of the Conditions shall have become incapable of fulfilment before
                  the
                  latest time provided in Clause 2.1 and has not been waived as provided
                  in
                  such Clause; or

              


      

       

      
        	 	
                (e)

              	
                any
                  member of the Group shall have sustained any material loss or interference
                  with its business from fire, explosion, flood or other calamity,
                  whether
                  or not covered by insurance, or from any dispute or court or governmental
                  action, order or decree or there shall have been any material adverse
                  change in, or adverse development which affects or could reasonably
                  be
                  expected to affect, the business, properties, condition (financial
                  or
                  otherwise), results of operations or prospects of the Company and
                  its
                  subsidiaries taken as a whole the effect of which, in any such
                  case is, in
                  the reasonable opinion of ZAI, so material and adverse as to have,
                  or will
                  be likely to have, a material adverse effect on the offering of,
                  or market
                  for, the Placing Shares; or

              


      

       

      
        	 	
                (f)

              	
                there
                  has occurred any international crisis, any act of terrorism, outbreak
                  of
                  hostilities, change in national or international financial, monetary,
                  economic, political or market conditions including fluctuations
                  in
                  exchange rates which is in the reasonable opinion of ZAI, has had
                  or will
                  be likely to have, a material adverse effect on the offering of,
                  or market
                  for, the Placing Shares,

              


      

       

      then
        ZAI
        may in its absolute discretion, (but after having consulted, as far as
        reasonably practicable with the Company) by notice in writing to the Company
        (for itself and on behalf of the other parties to this Agreement), terminate
        this Agreement.

       

      
        	
                14.2

              	
                If
                  any notice is given to the Company pursuant to the provisions of
                  Clause
                  14.1,
                  ZAI shall forthwith on behalf of the Company withdraw any application
                  to
                  the London Stock Exchange for
                  Admission.

              


      

       

      
        	
                15.

              	
                EFFECT
                  OF TERMINATION

              


      

       

      If
        the
        obligations of the parties under this Agreement (save to the extent specified
        in
        this Clause 15)
        shall
        cease and determine pursuant to Clause 2 or if this Agreement shall be
        terminated pursuant to Clause 14
        no party
        shall have any claim against any other party hereto for compensation, costs,
        damages or otherwise except in respect of any breach of the provisions of
        this
        Agreement which has occurred before then, save that:

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (a)

              	
                the
                  provisions of Clauses 1, 12
                  and 14
                  to
                  25
                  (inclusive) shall continue to apply notwithstanding such
                  termination;

              


      

       

      
        	 	
                (b)

              	
                the
                  Company shall forthwith pay to ZAI the fees and expenses specified
                  as
                  payable by it in accordance with the terms of Clause 8.1(a)
                  (save to the extent already paid under the ZAI Engagement Letter
                  or any
                  other agreement);

              


      

       

      
        	 	
                (c)

              	
                the
                  Company shall forthwith pay to ZAI all expenses payable by it in
                  accordance with the terms of Clause
                  8.3;

              


      

       

      
        	 	
                (d)

              	
                ZAI
                  and/or the Company on the instruction of ZAI shall return to applicants
                  all monies received from such applicants pursuant to the Placing
                  (without
                  interest); and

              


      

       

      
        	 	
                (e)

              	
                such
                  termination shall, for the avoidance of doubt, be without prejudice
                  to any
                  accrued rights or obligations of any party under this
                  Agreement.

              


      

       

      
        	
                16.

              	
                WITHHOLDING
                  AND GROSSING UP 

              


      

       

      
        	
                16.1

              	
                All
                  sums payable to ZAI (in whatever capacity) by any party under this
                  Agreement shall be paid free and clear of all deductions or withholdings
                  unless the deduction or withholding is required by law, in which
                  event the
                  relevant party shall pay such additional amount as shall be required
                  to
                  ensure that the net amount received by ZAI will be the same amount
                  which
                  would have been received by it had no such deduction or withholding
                  been
                  made. If ZAI receives the benefit of a tax credit or an allowance
                  resulting from a payment which includes an additional amount paid
                  by the
                  relevant person under this Clause 16,
                  it shall pay to the relevant party such part of that benefit as
                  will leave
                  ZAI (after such payment) in no more and no less favourable a position
                  than
                  it would have been in if no additional amount had been required
                  to be
                  paid. 

              


      

       

      
        	
                16.2

              	
                If
                  the United Kingdom HM Revenue & Customs (or any other Taxation
                  Authority) brings into charge to tax (or into a computation of
                  income,
                  profit or gains for the purposes of any charge to tax) any sum
                  payable to
                  ZAI under this Agreement (other than the amounts due under Clause
                  8) then
                  (except where the amount payable relates to an expense incurred
                  by ZAI
                  which is deductible as a trading expense for corporation tax purposes)
                  the
                  amount so payable shall be grossed up by such amount as will ensure
                  that
                  after deduction of the tax so chargeable there shall remain a sum
                  equal to
                  the amount that would otherwise be payable under this Agreement
                  (additional payments being made on written demand of ZAI accompanied
                  by
                  reasonable evidence of the relevant sum or sums being brought into
                  charge
                  for tax (or into such computation) by the United Kingdom HM Revenue
&
                  Customs or such other Taxation Authority (as the case may
                  be)).

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      
        	
                17.

              	
                REMEDIES
                  AND ENFORCEMENT

              


      

       

      
        	
                17.1

              	
                Each
                  of the Warranties, other representations, warranties and undertakings
                  and
                  indemnities contained in this Agreement shall remain in full force
                  and
                  effect notwithstanding the completion of the Placing, and the purchase
                  or
                  subscription of the Placing Shares pursuant
                  thereto.

              


      

       

      
        	
                17.2

              	
                The
                  Warranties and the indemnities contained in Clauses 11
                  and 12
                  respectively shall be in addition to, and shall not be construed
                  to limit,
                  affect or prejudice, any other right or remedy available to ZAI
                  or any
                  other Indemnified Person.

              


      

       

      
        	
                17.3

              	
                Subject
                  to Clause 15,
                  all the provisions of this Agreement shall (except for any obligation
                  fully performed prior to or on the date hereof) continue in full
                  force and
                  effect after the date of this
                  Agreement.

              


      

       

      
        	
                17.4

              	
                Any
                  liability to ZAI under this Agreement may in whole or in part be
                  released,
                  compounded or compromised and time or indulgence may be given by
                  ZAI as
                  regards any person under such liability without prejudicing ZAI's
                  rights
                  against any other person under the same or a similar
                  liability.

              


      

       

      
        	
                18.

              	
                INVALIDITY

              


      

       

      If
        any
        provision of this Agreement is or becomes (whether or not pursuant to any
        judgment or otherwise) invalid, illegal or unenforceable in any respect under
        the law of any jurisdiction:

       

      
        	 	
                (a)

              	
                the
                  validity, legality and enforceability under the law of that jurisdiction
                  of any other provision; and

              


      

       

      
        	 	
                (b)

              	
                the
                  validity, legality and enforceability under the law of any other
                  jurisdiction of that or any other
                  provision,

              


      

       

      shall
        not
        be affected or impaired in any way thereby.

       

      
        	
                19.

              	
                ASSIGNMENT

              


      

       

      
        	
                19.1

              	
                This
                  Agreement shall be binding upon and endure for the benefit of the
                  successors in title of the parties but, except as set out in Clauses
                  19.2
                  and 19.3, shall not be assignable by any party without the prior
                  written
                  consent of the others.

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      
        	
                19.2

              	
                ZAI
                  may assign the benefit of this Agreement to any undertaking which
                  is,
                  whether on or at any time after the date hereof, its subsidiary
                  undertaking or its parent undertaking ("relevant
                  ZAI group")
                  but only on the condition that the assignee agrees in writing prior
                  to
                  such assignment to be bound by the terms of this Agreement and
                  to assign
                  the Agreement (subject to such condition) prior to such assignee
                  ceasing
                  for any reason to be a member of the relevant ZAI
                  group.

              


      

       

      
        	
                20.

              	
                WAIVER

              


      

       

      
        	
                20.1

              	
                A
                  waiver of any term, provision or condition of, or consent granted
                  under,
                  this Agreement shall be effective only if given in writing and
                  signed by
                  the waiving or consenting party and then only in the instance and
                  for the
                  purpose for which it is given.

              


      

       

      
        	
                20.2

              	
                No
                  failure or delay on the part of any party in exercising any right,
                  power
                  or privilege under this Agreement shall operate as a waiver thereof,
                  nor
                  shall any single or partial exercise of any such right, power or
                  privilege
                  preclude any other or further exercise thereof or the exercise
                  of any
                  other right, power or privilege.

              


      

       

      
        	
                20.3

              	
                Save
                  as otherwise expressly provided herein, no breach of any provision
                  of this
                  Agreement shall be waived or discharged except with the express
                  written
                  consent of the parties.

              


      

       

      
        	
                20.4

              	
                The
                  rights and remedies herein provided are cumulative with and not
                  exclusive
                  of any rights or remedies provided by
                  law.

              


      

       

      
        	
                21.

              	
                TIME
                  OF THE ESSENCE

              


      

       

      Save
        as
        otherwise expressly provided, time is of the essence to every obligation
        of this
        Agreement and any agreement amending or substituting its terms.

       

      
        	
                22.

              	
                ENTIRE
                  AGREEMENT

              


      

       

      
        	
                22.1

              	
                Each
                  party acknowledges and agrees with the other parties
                  that:

              


      

       

      
        	 	
                (a)

              	
                this
                  Agreement, the ZAI Engagement Letter and any other documents referred
                  to
                  in this Agreement (together the "Transaction
                  Documents")
                  constitute the entire and only agreement between the parties relating
                  to
                  the subject matter of the Transaction Documents save that to the
                  extent of
                  any conflict between the terms of this Agreement and the ZAI Engagement
                  Letter, the terms of this Agreement shall prevail;
                  and

              


      

       

      
        	 	
                (b)

              	
                it
                  has not been induced to enter into any Transaction Document in
                  reliance
                  upon, nor has it been given, any warranty, representation, statement,
                  assurance, covenant, Agreement, undertaking, indemnity or commitment
                  of
                  any nature whatsoever other than as are expressly set out in the
                  Transaction Documents and, to the extent that it has been, it
                  unconditionally and irrevocably waives any claims, rights or remedies
                  which it might otherwise have had in relation
                  thereto;

              


      

       

      provided
        that the provisions of this Clause 22.1
        shall
        not exclude any liability which any of the parties would otherwise have to
        any
        other party or any right which any of them may have to rescind this Agreement
        in
        respect of any statements made fraudulently by any of them prior to the
        execution of this Agreement or any rights which any of them may have in respect
        of fraudulent concealment by any of them.

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        	
                22.2

              	
                This
                  Agreement may be varied only by a document signed by all of the
                  parties
                  and expressly incorporating the terms of this Agreement as varied
                  into
                  that document.

              


      

       

      
        	
                23.

              	
                COUNTERPARTS

              


      

       

      This
        Agreement may be executed in any number of counterparts which together shall
        constitute one agreement. Any party may enter into this Agreement by executing
        a
        counterpart and this Agreement shall not take effect until it has been executed
        by all parties.

       

      
        	
                24.

              	
                THIRD
                  PARTY RIGHTS

              


      

       

      Save
        in
        the case of any Indemnified Person, nothing in this Agreement is intended
        to
        confer on any person any right to enforce any term of this Agreement which
        that
        person would not have had but for the Contracts (Rights of Third Parties)
        Act
        1999. ZAI shall have the sole conduct and exclusive rights in respect of
        any
        action to enforce any rights on behalf of any of Indemnified
        Person.

       

      
        	
                25.

              	
                NOTICES

              


      

       

      
        	
                25.1

              	
                Any
                  notice, demand or other communication given or made under or in
                  connection
                  with the matters contemplated by this Agreement shall be in writing
                  and
                  shall be delivered personally or sent by fax or prepaid first class
                  post:

              


      

       

      in
        the case of the Company and/or the Directors to:

       

      New
        Media
        Lottery Services PLC

      51/52
        Fitzwilliam Square, Dublin 2, Ireland

       

      Fax:
        

      Attention:
        Randolph Brownell

       

      in
        the case of ZAI to:

       

      Zimmerman
        Adams International Limited, New Broad Street House, 35 New Broad Street,
        London
        EC2M 1NH

       

      Fax:
        +44
        (0)20 7060 1761

      Attention:
        Ray Zimmerman

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      and
        shall
        be deemed to have been duly given or made as follows:

       

      
        	 	
                (a)

              	
                if
                  personally delivered, upon delivery at the address of the relevant
                  party;

              


      

       

      
        	 	
                (b)

              	
                if
                  sent by domestic first class post (for domestic delivery only),
                  two
                  Business Days after the date of posting;


              


      

       

      
        	 	
                (c)

              	
                if
                  sent by airmail four Business Days after the date of posting;
                  and

              


      

       

      
        	 	
                (d)

              	
                if
                  sent by fax, when despatched;

              


      

       

      provided
        that if, in accordance with the above provision, any such notice, demand
        or
        other communication would otherwise be deemed to be given or made after 5.00
        pm
        such notice, demand or other communication shall be deemed to be given or
        made
        at 7.00 am on the next Business Day.

       

      
        	
                25.2

              	
                A
                  party may notify the other parties to this Agreement of a change
                  to its
                  name, relevant addressee, address or fax number for the purposes
                  of Clause
                  25.1
                  provided that such notification shall only be effective
                  on:

              


      

       

      
        	 	
                (a)

              	
                the
                  date specified in the notification as the date on which the change
                  is to
                  take place; or

              


      

       

      
        	 	
                (b)

              	
                if
                  no date is specified or the date specified is less than five Business
                  Days
                  after the date on which the notice is given, the date falling five
                  Business Days after notice of any such change has been
                  given.

              


      

       

      
        	
                26.

              	
                GOVERNING
                  LAW AND JURISDICTION

              


      

       

      
        	
                26.1

              	
                Any
                  dispute, controversy or claim of whatever nature arising out of
                  or
                  relating to this Agreement or breach of this Agreement shall be
                  governed
                  by and this Agreement shall be construed in all respects in accordance
                  with English law.

              


      

       

      
        	
                26.2

              	
                Each
                  of the parties to this Agreement irrevocably agrees for the exclusive
                  benefit of the others that the courts in England are to have exclusive
                  jurisdiction to hear and decide any action or proceedings and/or
                  to settle
                  any disputes which arise out of or in connection with this Agreement
                  and
                  for the purpose of enforcement of any judgment against any of their
                  respective assets ("Proceedings").
                  

              


      

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      
        	
                26.3

              	
                The
                  parties agree that service of any claim form, notice or other document
                  for
                  the purpose of any proceedings begun in England shall be duly served
                  upon
                  it if delivered in accordance with Clause 25
                  and 26.4. Nothing contained in this Clause 26.3 affects the right
                  to serve
                  process in another manner permitted by
                  law.

              


      

       

      
        	
                26.4

              	
                Each
                  of the Company, the Directors and NMLS hereby authorises and appoints
                  Halliwells LLP of 1 Threadneedle Street, London EC2R 8AW (or such
                  other
                  person being a firm of solicitors in England as each such person
                  may from
                  time to time substitute by notice to ZAI) to accept service of
                  all legal
                  process arising out of or connected with this Agreement and service
                  on
                  such person (or substitute) shall be deemed to be service on such
                  party.
                  Except upon such a substitution, each such party shall not revoke
                  any such
                  authority or appointment, shall at all times maintain an agent
                  for service
                  of process in England and, if any such agent ceases for any reason
                  to be
                  an agent for this purpose, shall forthwith appoint another agent
                  and
                  advise ZAI accordingly.

              


      

       

      IN
        WITNESS
        whereof
        this Agreement has been executed as a deed on the date first above
        written.

       

       

       

       

       

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      SCHEDULE
        1

       

      Directors

      


      
        	
                Name

              	
                Address

              	
                Maximum
                  Individual Liability

              
	
                John
                  Carson

              	 	
                Such
                  sum as shall be equal to the higher of :

                 

                (i)
                  4.14% of the value of NMLS' aggregate holding of Ordinary Shares
                  at the
                  Issue Price at Admission; and 

                 

                (ii)
                  an amount equal to three times the aggregate of his annual salary
                  during
                  the period of one year following Admission

              
	 	 	 
	
                Randolph
                  H Brownell III

              	 	
                Such
                  sum as shall be equal to the higher of : 

                 

                (i)
                  1.28% of the value of NMLS' aggregate holding of Ordinary Shares
                  at the
                  Issue Price at Admission; and 

                 

                (ii)
                  an amount equal to three times the aggregate of his annual salary
                  during
                  the period of one year following Admission

              
	 	 	 
	
                Paula
                  Horan

              	 	
                an
                  amount equal to two times the aggregate of her annual salary during
                  the
                  period of one year following
                  Admission

              


      

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      
        	
                Joseph
                  Dresner

              	 	
                Such
                  sum as shall be equal to the higher of : 

                 

                (i)
                  32.65% of the value of NMLS' aggregate holding of Ordinary Shares
                  at the
                  Issue Price at Admission; and 

                 

                (ii)
                  an amount equal to three times the aggregate of his annual salary
                  during
                  the period of one year following Admission

              
	 	 	 
	
                Milton
                  Dresner

              	 	
                Such
                  sum as shall be equal to the higher of : 

                 

                (i)
                  32.65% of the value of NMLS' aggregate holding of Ordinary Shares
                  at the
                  Issue Price at Admission; and 

                 

                (ii)
                  an amount equal to three times the aggregate of his annual salary
                  during
                  the period of one year following Admission

              
	 	 	 
	
                Lord
                  Mancroft

              	 	
                an
                  amount equal to two times the aggregate of his annual salary during
                  the
                  period of one year following
                  Admission

              


      

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      SCHEDULE
        2 

       

      Directors
        Certificate

       

      The
        Directors

      Zimmerman
        Adams International Limited

      1
        Threadneedle Street

      London

      EC2R
        8AW

      l20l

       

      Dear
        Sirs

       

      This
        letter is the Warranty Certificate referred to in the placing agreement
        dated l
        2006
        between New Media Lottery Services PLC (1), John Carson and others (2), New
        Media Lottery Services, Inc. (3) and Zimmerman Adams International Limited
        (4)(the "Placing
        Agreement").
        Words
        and expressions defined in the Placing Agreement have the same meanings in
        this
        letter.

       

      We
        severally represent and warrant to you that:

       

      
        
          	(a)	each
                  condition at Clauses 2.1(a) to 2.1(e) (inclusive) of the Placing
                  Agreement
                  has been satisfied in accordance with its
                  terms;


        

        
          	 	 


        

        
          	(b) 	none
                  of the Warranties which each of us respectively gives under Clause
                  11 of
                  the Placing Agreement was breached or untrue or inaccurate at the
                  date of
                  the Placing Agreement and no Warranty would be breached or untrue
                  or
                  inaccurate if it were repeated at the date of this letter by reference
                  to
                  the facts and circumstances now subsisting;
                  and


        

        
          	 	 


        

        
          	
                  (c)

                	
                  there
                    are no matters which we should bring to your attention, bearing
                    in mind
                    Clause 9.4
                    of
                    the Placing Agreement.

                


        

      

       

      Yours
        faithfully

       

      


       

      
        	
                ......................................................

              	
                ......................................................

              
	
                Director,
                  duly authorised

              	
                John
                  Carson

              
	
                for
                  and on behalf of

              	 
	
                New
                  Media Lottery Services PLC

              	 
	 	 
	
                ......................................................
                  

              	
                ....................................................

              
	
                Randolph
                  H Brownell III

              	
                Paula
                  Horan

              


      

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      
        	 	 
	
                ......................................................

              	
                ....................................................

              
	
                Joseph
                  Dresner

              	
                Milton
                  Dresner

              
	 	 
	
                ......................................................

              	 
	
                Lord
                  Mancroft

              	 


      

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      SCHEDULE
        3

       

      Documents
        to be delivered by the Company

       

      

        

          

            
              	
                      Document

                    	 	
                      Aggregate
                        No. of copies required by ZAI

                    	 	
                      Execution
                        requirements

                    
	 	 	 	 	 
	
                      1.

                    	
                      Application
                        for Admission

                    	
                      1

                    	 	
                      Signed
                        original

                    
	 	 	 	 	 
	
                      2.

                    	
                      Admission
                        Document

                    	
                      3

                    	 	
                      Each
                        signed by each Director (or his duly authorised agent of
                        attorney)

                    
	 	 	 	 	 
	
                      3.

                    	
                      Directors'
                        Powers of Attorney and Responsibility Letters

                    	
                      1
                        from each Director

                    	 	
                      Originals
                        signed by appropriate Director (or in the case of Responsibility
                        Letters
                        by his duly authorised attorney)

                    
	 	 	 	 	 
	
                      4.

                    	
                      Verification
                        Notes

                    	
                      2

                    	 	
                      Signed
                        by Directors (and any other signatories thereto or his duly
                        authorised
                        attorney)

                    
	 	 	 	 	 
	
                      5.

                    	
                      Directors'
                        Questionnaire

                    	
                      1
                        from each Director

                    	 	
                      Originals
                        signed by appropriate Director

                    
	 	 	 	 	 
	
                      6.

                    	
                      Resolutions
                        passed by the board of directors approving the Issue Documents
                        and
                        authorising their issue, approving the Placing and authorising
                        execution
                        of this Agreement, authorising the application for admission
                        to trading of
                        the Ordinary Shares, approving the execution of the ZAI Warrant
                        Instrument
                        and the issue of the ZAI Warrants

                    	
                      1

                    	 	
                      Certified
                        copy

                    
	 	 	 	 	 
	
                      7.

                    	
                      Working
                        Capital Report

                    	
                      2

                    	 	
                      Signed
                        Originals

                    
	 	 	 	 	 
	
                      8.

                    	
                      Short
                        Form Report

                    	
                      2

                    	 	
                      Signed
                        Originals

                    
	 	 	 	 	 
	
                      9.

                    	
                      Letter
                        from the Reporting Accountant with regard to accuracy of
                        financial
                        information in the Admission Document and commenting on the
                        Working
                        Capital Report

                    	
                      2

                    	 	
                      Signed
                        Originals

                    
	 	 	 	 	 
	
                      10.

                    	
                      Letter
                        from the Reporting Accountant with regard to the accuracy
                        of the
                        "Taxation" paragraphs in the Admission Document

                    	
                      2

                    	 	
                      Signed
                        Originals

                    
	 	 	 	 	 


            

             

            
              
                
                

              

              
                35

                
                  

                

              

              
                
                

              

            

            
              	
                      11.

                    	
                      Accountants'
                        Report

                    	
                      2

                    	 	
                      Signed
                        Originals

                    
	 	 	 	 	 
	
                      12.

                    	
                      Placing
                        Letter

                    	
                      1

                    	 	
                      Copy

                    
	 	 	 	 	 
	
                      13.

                    	
                      Press
                        Announcement

                    	
                      2

                    	 	
                      Copies

                    
	 	 	 	 	 
	
                      14.

                    	
                      Certificate
                        of Incorporation of the Company

                    	
                      1

                    	 	
                      Certified
                        copy

                    
	 	 	 	 	 
	
                      15.

                    	
                      Memorandum
                        and Articles of Association of the Company

                    	
                      2

                    	 	
                      Certified
                        copies

                    
	 	 	 	 	 
	
                      16.

                    	 	 	 	 
	 	 	 	 	 
	
                      17.

                    	
                      CREST
                        security application in respect of the Ordinary Shares

                    	
                      1

                    	 	
                      Certified
                        Copy

                    
	 	 	 	 	 
	
                      18.

                    	
                      All
                        other documents stated in the Admission Document as being
                        available for
                        inspection (if not already referred to in this Schedule)

                    	
                      1

                    	 	
                      Certified
                        copy

                    
	 	 	 	 	 
	
                      19.

                    	
                      Investor
                        Presentation

                    	
                      1

                    	 	
                      Copy

                    
	 	 	 	 	 
	
                      20.

                    	
                      The
                        Nominated Adviser and Broker Agreement duly executed by the
                        Company

                    	
                      1

                    	 	
                      Signed
                        Original

                    
	 	 	 	 	 
	
                      21.

                    	
                      Letter
                        from the Reporting Accountants consenting to the inclusion
                        in the
                        Admission Document of references to them in the form and
                        context in which
                        they appear

                    	
                      1

                    	 	
                      Signed
                        Original

                    
	 	 	 	 	 
	
                      22.

                    	
                      Due
                        Diligence Report addressed to the Directors and ZAI

                    	
                      2

                    	 	
                      Signed
                        Originals

                    
	 	 	 	 	 
	
                      23.

                    	
                      Letter
                        from the Company's solicitors to ZAI in such form as has
                        previously been
                        approved by ZAI in respect of the matters to be confirmed
                        pursuant to rule
                        39 of the AIM Rules

                    	
                      1

                    	 	
                      Signed
                        Original

                    
	 	 	 	 	 
	
                      24.

                    	
                      Registrar's
                        Agreement

                    	
                      1

                    	 	
                      Certified
                        copy

                    
	 	 	 	 	 
	
                      25.

                    	
                      ZAI
                        Warrant Instrument

                    	
                      1

                    	 	
                      Certified
                        copy

                    


            

            
              
                
                

              

              
                36

                
                  

                

              

              
                
                

              

            

          

        

      

      SCHEDULE
        4

       

      Warranties

       

      
        	
                1.

              	
                ISSUE
                  DOCUMENTS

              


      

       

      
        	
                1.1

              	
                The
                  information contained in the Issue Documents is in accordance with
                  the
                  facts in all material respects and does not omit anything likely
                  to affect
                  the import of such information and all statements of fact contained
                  in the
                  Issue Documents are true and accurate in all material respects
                  and are not
                  misleading in any respect to a prospective subscriber or purchaser
                  of
                  Placing Shares.

              


      

       

      
        	
                1.2

              	
                All
                  statements, forecasts, estimates and expressions of opinion, intention
                  or
                  expectation contained in the Issue Documents are fairly and honestly
                  given, expressed or held and have been the subject of due care
                  and
                  attention and are fairly based upon facts within the knowledge
                  of the
                  Company or any of the Directors and are made on reasonable grounds
                  after
                  due and proper consideration of all the information currently available
                  to
                  the Company and the Directors.

              


      

       

      
        	
                1.3

              	
                There
                  are no facts or considerations known or which could on reasonable
                  and
                  proper enquiry have been known to the Company or any of the Directors
                  which are not disclosed in the Issue Documents and which by their
                  omission
                  would or might reasonably be considered
                  to:

              


      

       

      
        	 	
                (a)

              	
                be
                  likely to affect the import of the information contained therein;
                  or

              


      

       

      
        	 	
                (b)

              	
                make
                  any statement therein (whether of fact or opinion) inaccurate or
                  misleading; or

              


      

       

      
        	 	
                (c)

              	
                invalidate
                  or qualify any assumption made in support of any statement therein
                  (whether of fact or opinion); or

              


      

       

      
        	 	
                (d)

              	
                be
                  material for disclosure to ZAI or a potential subscriber or purchaser
                  of
                  Placing Shares.

              


      

       

      
        	
                1.4

              	
                The
                  Admission Document contains all such information, having regard
                  to the
                  matters referred to in paragraph (k) of schedule two of the AIM
                  Rules, the
                  Company considers reasonably necessary to enable investors to form
                  a full
                  understanding of:

              


      

       

      
        	 	
                (a)

              	
                the
                  assets and liabilities, financial position, profits and losses
                  and
                  prospects of the Group and the Ordinary Shares;


              


      

       

      
        	 	
                (b)

              	
                the
                  rights attaching to the Ordinary Shares;
                  and

              


      

       

      
        	 	
                (c)

              	
                any
                  other matter contained in the Admission
                  Document.

              


      

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      
        	
                1.5

              	
                The
                  Admission Document contain all items of information required to
                  be
                  included by the AIM Rules.

              


      

       

      
        	
                1.6

              	
                The
                  contents of the Due Diligence Reports are true and accurate in
                  all
                  material respects and are not by themselves or by omission misleading
                  in
                  any material respect.

              


      

       

      
        	
                2.

              	
                DIRECTORS

              


      

       

      
        	
                2.1

              	
                The
                  Company's Solicitors have set out in a memorandum to the Directors
                  the
                  nature of the responsibilities and obligations of directors of
                  a company
                  whose securities are traded under the AIM Rules and each Director
                  has
                  received and read a copy of such memorandum prepared by the Company's
                  Solicitors summarising such responsibilities and
                  obligations.

              


      

       

      
        	
                2.2

              	
                None
                  of the Directors has:

              


      

       

      
        	 	
                (a)

              	
                at
                  any time been adjudged bankrupt or entered into an individual voluntary
                  arrangement in the United Kingdom or
                  elsewhere;

              


      

       

      
        	 	
                (b)

              	
                at
                  any time been party to a deed of arrangement or made any other
                  form of
                  composition with his creditors, or suffered a receivership of any
                  asset in
                  which he had any interest;

              


      

       

      
        	 	
                (c)

              	
                any
                  unsatisfied judgement outstanding against
                  him;

              


      

       

      
        	 	
                (d)

              	
                been
                  a director of any company or other body corporate which went into
                  receivership, compulsory liquidation, creditors’ voluntary liquidation,
                  administration, company voluntary arrangement or any composition
                  or
                  arrangement with its creditors generally or any class of its creditors
                  while he was a director or within 12 months after he ceased to
                  be
                  one;

              


      

       

      
        	 	
                (e)

              	
                been
                  a partner of any partnership which went into compulsory liquidation,
                  administration or partnership voluntary arrangement or suffered
                  a
                  receivership of any asset while he was a partner or within 12 months
                  after
                  he ceased to be one;

              


      

       

      
        	 	
                (f)

              	
                ever
                  been publicly censured or criticised by or refused admission by
                  any
                  professional, statutory or regulatory authority (including recognised
                  professional bodies); or

              


      

       

      
        	 	
                (g)

              	
                any
                  unspent convictions for any indictable criminal
                  offence.

              


      

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      
        	
                2.3

              	
                The
                  Admission Document contains true, accurate and complete information
                  at the
                  date of this Agreement and immediately following Admission
                  concerning:

              


      

       

      
        	 	
                (a)

              	
                the
                  interests of each Director in any contracts entered into by any
                  Group
                  company; and

              


      

       

      
        	 	
                (b)

              	
                the
                  interests of each Director in the share capital of the
                  Company.

              


      

       

      
        	
                2.4

              	
                All
                  relevant details in the Admission Document concerning the respective
                  business interests, qualifications and experience of each Director
                  are
                  accurate.

              


      

       

      
        	
                2.5

              	
                The
                  Admission Document contains all information concerning any actual
                  or
                  potential conflicts of interest between the Company and any Director
                  or
                  any company of which any Director is a director or in which he
                  has a
                  material interest and all statements contained in the Admission
                  Document
                  concerning such conflict or concerning the future relationship
                  between
                  such Director or any of such companies are truly and honestly made
                  and are
                  not misleading and there are no other facts concerning the same
                  the
                  omission of which makes any statement therein false or misleading
                  in any
                  respect.

              


      

       

      
        	
                2.6

              	
                The
                  Directors are all the directors of the Company and there is no
                  other
                  person who is or could be deemed to be a shadow director of the
                  Company
                  within the meaning of section 741 of the
                  Act.

              


      

       

      
        	
                2.7

              	
                No
                  member of the Wider Group owes any money to and is not owed any
                  money by
                  any of the Directors or any of their respective
                  Associates.

              


      

       

      
        	
                3.

              	
                FINANCIAL
                  STATEMENTS

              


      

       

      
        	
                3.1

              	
                The
                  consolidated financial statements of NMLS as at and for the three
                  financial years ended on the Accounts
                  Date:

              


      

       

      
        	 	
                (a)

              	
                have
                  been prepared in accordance with the historical cost convention
                  and
                  generally accepted accounting principles, practices and standards
                  (in the
                  jurisdiction in which such financial statements were prepared),
                  consistently applied and without limitation comply with all applicable
                  legislation; 

              


      

       

      
        	 	
                (b)

              	
                give
                  a true and fair view of the state of affairs of the Accounts Group
                  as at
                  the end of each of the relevant financial periods and of the profit
                  and
                  loss for each such period; and

              


      

       

      
        	 	
                (c)

              	
                fairly
                  set out the assets (including, without limitation to the foregoing,
                  intangible assets), liabilities and reserves of the Accounts Group
                  and
                  either make proper provision for or, where appropriate in accordance
                  with
                  generally accepted accounting principles, practices and standards
                  (in the
                  jurisdiction in which such financial statements were prepared),
                  include a
                  note in respect of all liabilities or commitments, whether actual,
                  deferred or contingent of the Accounts Group as at the relevant
                  dates and
                  in particular, provide for, or where appropriate in accordance
                  with
                  generally accepted accounting principles (in the jurisdiction in
                  which
                  such financial statements were prepared), practices and standards,
                  make
                  proper disclosure of, all liabilities, whether actual, deferred,
                  contingent or disputed, of the Accounts Group for income tax or
                  corporation tax measured by reference to actual or deemed taxable
                  profits
                  (including both income and chargeable gains) made or deemed to
                  have been
                  made during the relevant financial periods, and for any other taxes,
                  duties or other fiscal impositions of any kind whatsoever (including
                  any
                  interest on any amounts and any penalties or charges imposed in
                  relation
                  to such amounts (whether arising under the laws of the Republic
                  of
                  Ireland, the United Kingdom, the United States of America or otherwise)
                  in
                  relation to or in consequence of any event occurring on or before
                  the
                  relevant balance sheet date).

              


      

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      
        	
                3.2

              	
                The
                  pro forma financial information set out in Part IV of the Admission
                  Document comprises extracted financial information from Part III
                  of the
                  Admission Document and the adjustments described in Part IV of
                  the
                  Admission Document and has been accurately presented without any
                  other
                  adjustment. 

              


      

       

      
        	
                4.

              	
                CURRENT
                  FINANCIAL PERIOD

              


      

       

      Since
        the
        Accounts Date (in relation to the Accounts Group) and since incorporation
        (in
        the case of the Company):

       

      
        	 	
                (a)

              	
                each
                  member of the Accounts Group and the Company has carried on its
                  respective
                  business in the ordinary and usual
                  course;

              


      

       

      
        	 	
                (b)

              	
                there
                  has been no material depletion in the net assets of the Accounts
                  Group or
                  the Company and there has been no material adverse change, nor
                  any
                  development likely to give rise to a material adverse change, in
                  the
                  assets, liabilities or financial or trading position or prospects
                  of the
                  Accounts Group or the Company;

              


      

       

      
        	 	
                (c)

              	
                no
                  member of the Accounts Group or the Company has otherwise than
                  in the
                  ordinary and usual course of trading entered into any contract
                  or
                  commitment of a long term or unusual nature or which could involve
                  an
                  obligation of a material nature or magnitude which is material
                  for
                  disclosure;

              


      

       

      
        	 	
                (d)

              	
                no
                  member of the Accounts Group or the Company has otherwise than
                  in the
                  ordinary and usual course of trading acquired or disposed of or
                  agreed to
                  acquire or to dispose of any material business, company or asset
                  or
                  assumed or acquired any material liability (including any contingent
                  liability);

              


      

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      
        	 	
                (e)

              	
                no
                  dividends or other distributions have been, or have been treated
                  as having
                  been, declared, made or paid by any member of the Accounts Group
                  or the
                  Company; and

              


      

       

      
        	 	
                (f)

              	
                no
                  member of the Accounts Group or the Company has been involved in
                  any
                  transaction which has resulted, or could result, in any liability
                  for
                  taxation otherwise than in the ordinary and usual course of
                  trading.

              


      

       

      
        	
                5.

              	
                FINANCIAL
                  PROCEDURES

              


      

       

      The
        Company has established procedures which provide a reasonable basis for the
        Directors to make proper judgments of the assets and liabilities, financial
        position, profits losses and prospects of the Group.

       

      
        	
                6.

              	
                WORKING
                  CAPITAL REPORT

              


      

       

      
        	
                6.1

              	
                The
                  cashflow and working capital projections the subject of the Working
                  Capital Report have been prepared with all due care and attention
                  by the
                  Company and the Directors on the basis of the assumptions set out
                  in such
                  projections and such assumptions are fair and reasonable and there
                  are no
                  facts known or which could on reasonable enquiry have been known
                  to the
                  Company or the Directors which have not been taken into account
                  in the
                  preparation of such projections and which could reasonably be expected
                  to
                  have an effect thereon and all written information supplied to
                  the
                  Reporting Accountants for the purpose of its examination and review
                  of the
                  working capital projections the subject of the Working Capital
                  Report was
                  when give and remains true and accurate in all material respects
                  and not
                  misleading in any material respect.

              


      

       

      
        	
                6.2

              	
                Having
                  regard to the proceeds of the Placing receivable by the Company,
                  the Group
                  will have sufficient working capital for its present and reasonably
                  foreseeable future requirements which will, for the avoidance of
                  doubt, be
                  until at least the first anniversary of
                  Admission.

              


      

       

      
        	
                7.

              	
                INDEBTEDNESS

              


      

       

      All
        of
        the Group's term loans and overdraft facilities are in full force and effect.
        No
        event or circumstance has occurred or arisen or is likely to occur or arise
        which entitles any person, or would (with the giving of notice or the lapse
        of
        time or both or the making of any relevant determination by any person) entitle
        any person to require payment of any such term loan in whole or in part prior
        to
        its stated date of maturity or to require security therefor or which would
        cause
        the lender's commitment thereunder to be cancelled or reduced. All undrawn
        amounts under such term loans are capable of drawdown and all conditions
        precedent to such drawdown have been met. In relation to overdraft facilities
        the continued availability of which has been assumed for the purposes of
        the
        Working Capital Report, the Company has obtained appropriate comfort from
        the
        lenders providing such overdraft facilities as to the continued availability
        of
        such facilities over the period of the Working Capital Report and copies
        of such
        comfort letters have been provided to ZAI. There is nothing known to the
        Company
        or the Directors that might give cause to believe that repayment might be
        demanded under such facilities or that any undrawn amount thereof might not
        be
        available for drawing. So far as the Company and the Directors are aware
        (not
        having made enquiry of such persons), no person to whom any indebtedness
        for
        borrowed money of the Group is payable on demand presently proposes to demand
        payment of, or security for, the same.

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      
        	
                8.

              	
                ACCOUNTANTS'
                  REPORT AND SHORT FORM
                  REPORT

              


      

       

      All
        statements of fact set out in the Accountants' Report and the Short Form
        Report
        are true and accurate in all material respects, no fact has been omitted
        therefrom (or information withheld) which is material for disclosure to ZAI
        and
        no fact has been omitted the omission of which would make any statement of
        fact
        therein misleading in any material respect and the expressions of opinion,
        expectation and intention therein are honestly held and either fairly based
        upon
        facts which are within the knowledge of the Directors (having made all
        reasonable enquiries) or made on reasonable grounds after due and proper
        consideration of all of the information currently available to the Company
        and
        the Directors. 

       

      
        	
                9.

              	
                VERIFICATION
                  NOTES

              


      

       

      The
        information contained in the replies to the Verification Notes is true and
        accurate in all material respects and not misleading in any material respect
        and
        all expressions of opinion and expectation therein contained are honestly
        held
        and fairly based; such replies have been prepared or approved by persons
        having
        appropriate knowledge and responsibility to enable them properly to provide
        such
        replies and all such replies given by the Directors have been given in good
        faith.

       

      
        	
                10.

              	
                EVENTS
                  OF DEFAULT

              


      

       

      No
        event
        or circumstance has occurred or arisen or, so far as the Directors are aware
        is
        about to occur which constitutes or results in, or would with the giving
        of
        notice and/or lapse of time and/or the making of a relevant determination,
        constitute, or result in, a default or the acceleration or breach of any
        obligation under any agreement, instrument, licence or arrangement to which
        any
        member of the Group is a party or by which any such company or any of its
        properties, revenues or assets are bound, and which would in any such case
        have
        a material adverse effect on the businesses, assets or prospects of the Group
        taken as a whole.

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

      
        	
                11.

              	
                INSOLVENCY

              


      

       

      No
        member
        of the Group has taken any action nor, to the best of the knowledge, information
        and belief of the Directors, have any other steps been taken or legal
        proceedings started or threatened against any member of the Group for its
        administration winding-up or dissolution or for it to enter into any arrangement
        or composition for the benefit of creditors or for the appointment of an
        administrative receiver, an administrator or a receiver, trustee or similar
        officer of it or any of its properties, revenues or assets nor have any orders
        been made for any of the foregoing.

       

      
        	
                12.

              	
                EFFECT
                  OF THE PLACING AND THE
                  OFFER

              


      

       

      
        	
                12.1

              	
                Neither
                  the creation, allotment or issue of the Placing Shares nor their
                  admission
                  to AIM nor the performance of this Agreement by the Company will
                  infringe
                  any borrowing limits, powers or restrictions of, or the terms of
                  any
                  contract, indenture, security, obligation, commitment or arrangement
                  to
                  which the Company or any member of the Group is a party or by which
                  any of
                  its or their respective properties, revenues or assets are bound
                  or result
                  in any right of pre-emption or termination being
                  triggered.

              


      

       

      
        	
                12.2

              	
                The
                  issue of the Placing Shares and Admission will comply with all
                  agreements,
                  licences and other arrangements to which any member of the Group
                  is a
                  party or by which any of them are bound and will not exceed or
                  infringe
                  any restrictions or the terms of any contract, obligation or commitment
                  by
                  or binding upon the board of directors of any member of the Group,
                  or
                  result in the imposition or variation of any rights or obligations
                  of the
                  Group other than in respect of the Placing Shares
                  themselves.

              


      

       

      
        	
                13.

              	
                LICENCES
                  

              


      

       

      
        	
                13.1

              	
                Each
                  member of the Group has obtained and taken all steps reasonably
                  necessary
                  to protect all licences, permissions, authorisations and consents
                  required
                  for the carrying on of its business as presently conducted and
                  such
                  licences, permissions, authorisations and consents are in full
                  force and
                  effect and all fees due thereunder have been paid and there are
                  no
                  circumstances of which the Directors are aware which indicate that
                  any of
                  such licences, permissions, authorisations or consents may be revoked
                  or
                  not renewed or withdrawn or (except to an immaterial or beneficial
                  extent)
                  amended, in whole or in part, in the ordinary course of events
                  and each
                  member of the Group has complied in all material respects with
                  all legal
                  and other requirements applicable to its
                  business.

              


      

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

      
        	
                13.2

              	
                No
                  member of the Group is a party to any agreement or arrangement
                  which
                  infringes Article 81 or 82 of the Treaty establishing the European
                  Economic Community or which infringes chapters I or II of the Competition
                  Act 1998.

              


      

       

      
        	
                14.

              	
                LITIGATION

              


      

       

      Save
        as
        disclosed in the Issue Documents no member of the Group nor any Director
        nor any
        person for whom any member of the Group is or may be vicariously liable has
        any
        claim outstanding against them or is engaged in or has been engaged in any
        legal
        or arbitration or similar proceedings which, individually or collectively,
        are
        of material importance and no such legal or arbitration or similar proceedings
        are threatened or pending nor, to the best of the knowledge, information
        and
        belief of the Directors, are there any circumstances which are likely to
        give
        rise to any such legal or arbitration or similar proceedings; for this purpose
        "similar
        proceedings"
        includes
        any civil or criminal proceedings and any action by any governmental, public
        or
        regulatory authority (including any investment exchange and any authority
        or
        body which regulates investment business or takeovers or which is concerned
        with
        mergers or taxation matters) which did or could result in public
        censure.

       

      
        	
                15.

              	
                PENSION
                  SCHEMES

              


      

       

      No
        member
        of the Group is paying, or is under any liability (actual or contingent)
        to pay
        or secure or otherwise make any contribution in respect of (other than by
        payment of employers' contributions under national insurance or social security
        legislation), any pension (whether or not in respect of a particular scheme)
        or
        other benefit on retirement, death or disability or on the attainment of
        a
        specified age or on the completion of a specified number of years of
        service.

       

      
        	
                16.

              	
                OPTIONS

              


      

       

      Save
        as
        disclosed in the Issue Documents there are in force no options or other
        agreements which call for the issue of or accord to any person the right
        to call
        for or may call for the issue of any shares or other securities in the capital
        of the Company or any of its subsidiary undertakings now or at any time
        hereafter.

       

      
        	
                17.

              	
                RIGHTS
                  OF EXISTING SHAREHOLDERS

              


      

       

      None
        of
        the shareholders of the Company has any rights, in their capacity as such,
        in
        relation to any member of the Group other than as set out in the articles
        of
        association of the Company.

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

      
        	
                18.

              	
                CONFLICTS
                  OF INTEREST

              


      

       

      The
        Issue
        Documents contain all information concerning any foreseeable actual or potential
        conflicts of interest between any Group Company and any Director or any company
        of which any Director is a director or in which he has a material
        interest.

       

      
        	
                19.

              	
                CAPACITY

              


      

       

      The
        Company has the power and has taken all corporate action required to create,
        allot and issue the Placing Shares in the manner proposed and to enter into
        and
        perform this Agreement and all authorisations, approvals, consents and licences
        required for the allotment and issue of the Placing Shares and the entering
        into
        of this Agreement by the Company have been obtained and remain in full force
        and
        effect.

       

      
        	
                20.

              	
                COMPLIANCE
                  WITH LAWS

              


      

       

      
        	
                20.1

              	
                The
                  Issue Documents contain all information required by, and the allotment
                  and
                  issue of the Placing Shares and the issue of the Press Announcement
                  and
                  the issue and distribution of the Issue Documents in the manner
                  proposed
                  will comply with the Act, the Irish Companies Acts, the FSMA, the
                  AIM
                  Rules, the rules and regulations of the London Stock Exchange (each
                  as
                  applicable) and all other applicable laws, rules and regulations
                  of the
                  United Kingdom.

              


      

       

      
        	
                20.2

              	
                The
                  Group has at all times compiled with all applicable laws of the
                  United
                  Kingdom, the United States, Brazil, Canada, the Republic of Ireland
                  and
                  any other jurisdiction in which it operates or has at any time
                  operated.

              


      

       

      
        	
                21.

              	
                PLACING
                  SHARES AND OFFER SHARES

              


      

       

      The
        Placing Shares and the Offer Shares will, upon allotment, be free from all
        claims, charges, liens, encumbrances and equities whatsoever and will save
        as
        provided in the Issue Documents rank pari passu in all respects with the
        Ordinary Shares in the issued share capital of the Company.

       

      
        	
                22.

              	
                TAX

              


      

       

      
        	
                22.1

              	
                Each
                  member of the Group has, within any applicable time limit, paid
                  all tax
                  which it has become liable to pay, duly made all returns, given
                  all
                  notices and supplied all other information required to be made,
                  given or
                  supplied to any tax authority, and all such returns, notices and
                  information were and remain true and accurate in all material respects
                  and
                  were made on a proper basis and no member of the Group is involved
                  in any
                  dispute with, or subject to any investigation by, any tax authority
                  and,
                  so far as the Directors are aware, there are no facts or circumstances
                  which are likely to give rise to any such dispute or
                  investigation.

              


      

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

      
        	
                22.2

              	
                All
                  payments made by any member of the Group to any person which ought
                  to have
                  been made under deduction of tax have been so made and the Group
                  has,
                  where appropriate, duly accounted to the relevant tax authority
                  for such
                  tax.

              


      

       

      
        	
                22.3

              	
                Each
                  member of the Group is, to the extent required, registered for
                  the
                  purposes of VAT (or any equivalent tax in any foreign jurisdiction
                  in
                  which it operates) and has complied with the terms of value added
                  tax
                  legislation (or any equivalent legislation in any foreign jurisdiction
                  in
                  which it operates) in all material
                  respects.

              


      

       

      
        	
                22.4

              	
                All
                  national insurance contributions and sums payable to any Taxation
                  Authority under the PAYE system (or equivalent in any jurisdiction
                  outside
                  the United Kingdom), due and payable by any member of the Group,
                  have been
                  paid.

              


      

       

      
        	
                22.5

              	
                No
                  member of the Group is, nor at any time has been, a close company
                  for the
                  purposes of UK tax.

              


      

       

      
        	
                23.

              	
                INTELLECTUAL
                  PROPERTY

              


      

       

      
        	
                23.1

              	
                The
                  Group’s business is not dependent on any Intellectual Property (other
                  than
                  office administration software) or particular contracts of fundamental
                  importance which are not in the ordinary course of its
                  business.

              


      

       

      
        	
                23.2

              	
                A
                  member of the Group:

              


      

       

      
        	 	
                (a)

              	
                is
                  the registered proprietor (where appropriate), and the beneficial
                  owner
                  of, or otherwise is entitled to use each of or has agreed to acquire
                  on or
                  before Admission the right to use or ownership of the Intellectual
                  Property Rights material to the Group's business as currently carried
                  on
                  and as it will be carried on immediately following Admission, free
                  from
                  all charges, liens, and any security interests;


              


      

       

      
        	 	
                (b)

              	
                does
                  not use any material Intellectual Property other than the Intellectual
                  Property Rights (other than commercially available software);
                  and

              


      

       

      
        	 	
                (c)

              	
                or
                  of the Wider Group has taken all steps reasonably necessary to
                  protect all
                  of the material Intellectual Property owned by any member of the
                  Group.
                  

              


      

       

      
        	
                23.3

              	
                All
                  Intellectual Property Rights of a material nature are disclosed
                  in the
                  Admission Document.

              


      

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

      
        	
                23.4

              	
                All
                  material Intellectual Property in respect of products and services
                  or
                  potential products and services referred to in the Admission
                  Document:

              


      

       

      
        	 	
                (a)

              	
                are
                  in full force and effect or have the status otherwise fairly disclosed
                  in
                  the Admission Document;

              


      

       

      
        	 	
                (b)

              	
                are
                  legally and beneficially owned by the Group or are held by or licensed
                  to
                  the Group (other than commercially available software) under licences,
                  the
                  terms of which have been complied with in all material respects
                  by a
                  member of the Wider Group (including, without limitation, the payment
                  of
                  all fees and royalties due thereunder) or a member of the Group
                  has agreed
                  to acquire
                  on
                  or before Admission
                  a
                  licence to use or ownership of such Intellectual Property and so
                  far as
                  the Warrantors are aware no grounds exist which would or could
                  entitle any
                  third party to terminate such licences prematurely;
                  and

              


      

       

      
        	 	
                (c)

              	
                are
                  free from any mortgage, charge or other security
                  interest.

              


      

       

      
        	
                23.5

              	
                No
                  member of the Group has assigned or granted an option or agreed
                  to assign
                  the ownership of any Intellectual Property Rights created by any
                  member of
                  the Wider Group other than in the ordinary course of
                  business.

              


      

       

      
        	
                23.6

              	
                None
                  of the Warrantors is aware of anything which has been done or omitted
                  to
                  be done which:

              


      

       

      
        	 	
                (a)

              	
                has
                  affected or might actually be expected to affect the validity of;
                  or

              


      

       

      
        	 	
                (b)

              	
                constitutes
                  knowing acquiescence in infringement
                  of,

              


      

       

      any
        of
        the registered Intellectual Property Rights, which in any case either
        individually or collectively is or may be material in the context of the
        Placing
        and/or Admission.

       

      
        	
                23.7

              	
                No
                  circumstances exist whereby any of the Intellectual Property Rights
                  could
                  be subject to cancellation or
                  revocation.

              


      

       

      
        	
                23.8

              	
                No
                  proceedings, actions or claims are pending or impugning the title,
                  validity or enforceability of any of the Intellectual Property
                  Rights.

              


      

       

      
        	
                23.9

              	
                So
                  far as the Warrantors are aware, the carrying on of the business
                  of the
                  Group does not infringe, and the Group has not authorised the infringement
                  of, the Intellectual Property of any third party and no event has
                  occurred
                  or is subsisting which constitutes or results in the infringement
                  by any
                  member of the Group of any Intellectual Property held by third
                  parties and
                  which would have a material adverse effect on the business, assets
                  or
                  prospects of the Group taken as a
                  whole.

              


      

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

      
        	
                23.10

              	
                There
                  has been no infringement of any of the Intellectual Property Rights
                  owned
                  by the Group by any third party so as to have a material adverse
                  effect on
                  the business of the Group.

              


      

       

      
        	
                23.11

              	
                There
                  are currently no restrictions over any Intellectual Property Rights
                  which
                  prevent or would prevent such Intellectual Property Rights being
                  used now
                  or in the future for their present use, the consequences of which
                  would be
                  material in the context of the Placing and/or
                  Admission.

              


      

       

      
        	
                23.12

              	
                All
                  persons retained or employed by any member of the Group who, in
                  the course
                  of their work for any member of the Group have brought, will or
                  might
                  reasonably be expected to bring into existence Intellectual Property
                  are
                  individually bound by written agreements with a member of the Group
                  whereby all Intellectual Property which such persons bring or which
                  may be
                  brought into existence during their work for the Group vests (to
                  the
                  extent permissible by law) in a member of the Group and all such
                  agreements contain terms which prohibit such persons divulging
                  any
                  information which is considered by the Group to be
                  confidential.

              


      

       

      
        	
                24.

              	
                INFORMATION
                  TECHNOLOGY

              


      

       

      No
        member
        of the Group has nor, so far as the Directors are aware, has any other person,
        suffered, any failures or bugs in or breakdowns of any computer hardware
        or
        software used in connection with the business of the Group which have caused
        any
        material disruption or interruption in or to its use having a material adverse
        effect on the Group taken as a whole.

       

      
        	
                25.

              	
                LICENSING
                  AND GAMING

              


      

       

      For
        the
        purposes of this paragraph 28, "Lottery
        Services"
        means
        the development, installation, adaptation, management and/or provision of
        lottery games, applications and services to the extent carried on at Admission
        by the Wider Group.

       

      
        	
                25.1

              	
                The
                  Group has obtained or has agreed to obtain on or before Admission
                  all
                  licences, authorisations, consents and permits required in all
                  jurisdictions in which any member of the Wider Group provides or
                  has
                  provided any Lottery Services.

              


      

       

      
        	
                25.2

              	
                No
                  member of the Wider Group is or has at any time been in breach
                  of any law,
                  regulation or licence requirement in connection with its provision
                  of the
                  Lottery Services in any jurisdiction in which it operates or has
                  operated.

              


      

       

      
        	
                25.3

              	
                A
                  member of the Wider Group has at all times complied with and is
                  currently
                  in compliance with all applicable laws, regulations and licence
                  requirements in all jurisdictions in which the Wider Group operates
                  in
                  relation to its storage of any information obtained by any member
                  of the
                  Wider Group from the use by any third party of the Lottery
                  Services.

              


      

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

      
        	
                26.

              	
                ASSETS
                  AND CONTRACTS

              


      

       

      
        	
                26.1

              	
                A
                  member of the Group is either the sole legal and beneficial owner
                  of or
                  has agreed to acquire or has the right to use all assets used in
                  the
                  business of the Wider Group which are necessary for the effective
                  operation of the business as it is currently carried on by the
                  Wider Group
                  or contemplated to be carried on by the Group for the next 12
                  months.

              


      

       

      
        	
                26.2

              	
                Either
                  a member of the Group is a party to all agreements which are material
                  to
                  the business of the Wider Group or, in respect of all such agreements
                  to
                  which a member of the Group is not a party, a member of the Group
                  has
                  agreed to acquire the benefit of such agreements on or prior to
                  Admission.
                  

              


      

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

      SCHEDULE
        5

       

      Tax
        Indemnity


       

      
        	
                1.

              	
                DEFINITIONS

              


      

       

      In
        this
        Schedule 6, unless the context otherwise requires:

       

      
        	
                1.1

              	
                Words
                  and expressions defined in or for the purposes of this agreement
                  shall,
                  except where expressly defined herein, have the same meanings in
                  this
                  schedule.

              


      

       

      
        	
                1.2

              	
                An
                  "associate"
                  of
                  a Covenantor means:

              


      

       

      
        	 	
                (a)

              	
                such
                  persons as fall within the definition of associate in section 417(3)
                  of
                  the Taxes Act if references therein to "a participator" are construed
                  as
                  references to the Covenantor concerned;
                  and

              


      

       

      
        	 	
                (b)

              	
                any
                  company which is under the control of the Covenantor concerned
                  and/or any
                  of the persons referred to in (a) above in relation to that Covenantor,
                  and "control"
                  for this purpose has the meaning in section 416(2)to (6) of the
                  Taxes
                  Act.

              


      

       

      
        	
                1.3

              	
                "Covenantor"
                  means each and every Director (but excluding Lord Mancroft) and
                  NMLS.

              


      

       

      
        	
                1.4

              	
                "Event"
                  includes (without limitation) the death of any person, any payment,
                  transaction, act or omission (including a change in residence of
                  any
                  person or a failure to make sufficient dividend payments to avoid
                  an
                  apportionment or deemed distribution of
                  income);

              


      

       

      
        	
                1.5

              	
                "Liability
                  for Taxation"
                  means:

              


      

       

      
        	 	
                (a)

              	
                any
                  liability of the Company to make a payment or increased payment
                  of
                  Taxation;

              


      

       

      
        	 	
                (b)

              	
                the
                  loss to the Company for whatever reason of any Relief, taken into
                  account
                  in computing the amount of the consolidated assets or liabilities
                  or any
                  provision for Taxation in the
                  Accounts;

              


      

       

      
        	 	
                (c)

              	
                the
                  loss to the Company of a right to repayment of Taxation which was
                  shown or
                  taken into account in the Accountants Reports as an asset;
                  and

              


      

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

      
        	 	
                (d)

              	
                the
                  use or set-off by the Company against income, profits or gains
                  of the
                  Company or any other member of the Wider Group earned, accrued
                  or
                  received, or against a liability of the Company to make a payment
                  or
                  increased payment of Taxation, in each case in respect of any period
                  up to
                  and including Admission of any Relief arising in respect of an
                  Event
                  occurring after Admission in circumstances where, but for such
                  use or
                  set-off, the Company would have had a liability to make a payment
                  or
                  increased payment of Taxation for which ZAI or the Company would
                  have been
                  able to make a claim against any Covenantor under this
                  Schedule,

              


      

       

      and
        in a
        case within paragraph 1.5(b) above the amount of the Liability for Taxation
        shall be deemed to be the amount of Taxation which is or becomes payable
        and
        would have been saved thereby but for such loss and in a case within paragraph
        1.5(c) above the amount of the Liability for Taxation shall be deemed to
        be the
        amount of the repayment which would otherwise have been obtained and in a
        case
        within paragraph 1.5(d) above the amount of the Liability for Taxation shall
        be
        the amount of Taxation which would have been payable but for the use or set-off
        of such Relief.

       

      
        	
                1.6

              	
                "Relief"
                  includes any loss, allowance, credit, exemption, set-off or deduction
                  relevant to the computation of any liability to
                  Taxation.

              


      

       

      
        	
                1.7

              	
                "Taxation"
                  means any form of taxation, and any form of levy or charge of any
                  fiscal
                  nature whatsoever, whether of the United Kingdom or elsewhere,
                  and whether
                  or not chargeable directly or primarily against or attributable
                  directly
                  or primarily to the Company, including (without limitation) corporation
                  tax (and any amount assessed, or assessable, or payable, as if
                  it were
                  corporation tax), advance corporation tax, amounts equivalent to
                  corporation tax payable under Section 419 of the Taxes Act, income
                  tax,
                  capital gains tax, value added tax, customs and other import duties,
                  payroll taxes, national insurance and other social security contributions,
                  amounts required to be deducted or withheld on account of taxation
                  from
                  any payment, capital duty, stamp duty, stamp duty reserve tax,
                  inheritance
                  tax and all penalties, fines, surcharges and interest relating
                  to any
                  taxation or to any failure or delay in reporting any matter or
                  making any
                  return or payment required to be reported or made (or any failure
                  to do so
                  accurately and completely) to any Taxation Authority and any reference
                  to
                  "taxation"
                  or
                  "tax"
                  shall be interpreted as though it were a reference to
                  Taxation.

              


      

       

      
        	
                1.8

              	
                "Taxes
                  Act"
                  means the Income and Corporation Taxes Act
                  1988.

              


      

       

      
        	
                1.9

              	
                Any
                  reference to a paragraph is a reference to a paragraph in this
                  Schedule.

              


      

       

      
        	
                1.10

              	
                References
                  to income profits or gains earned, accrued or received on or before
                  a
                  particular date or in respect of a particular period shall include
                  income
                  profits or gains deemed for taxation purposes to have been earned,
                  accrued
                  or received on or before the date or in respect of that
                  period.

              


      

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

      
        	
                1.11

              	
                References
                  to any Event on or before a particular date shall include any Event
                  which
                  is or has been deemed for taxation purposes to have occurred on
                  or before
                  such date.

              


      

       

      
        	
                2.

              	
                COVENANT

              


      

       

      Each
        of
        the Covenantors for himself and his legal and personal representatives hereby
        undertakes severally to ZAI and (as a separate covenant) the Company to pay
        to
        the Company an amount equal to any Liability for Taxation to the extent that
        it
        arises by reason of a failure by that Covenantor to discharge a liability
        to pay
        Taxation for which he was primarily liable or chargeable or on or in consequence
        of a chargeable transfer made by the Covenantor for the purposes of Inheritance
        Tax or the death of the Covenantor in all cases being a Liability for Taxation
        arising by reason of any Event occurring on or before Admission.

       

      
        	
                3.

              	
                PAYMENT

              


      

       

      Where
        any
        Covenantor becomes liable to make a payment to the Company under this Schedule,
        the date upon which payment shall be made in cleared funds (the "Payment
        Date")
        shall
        be determined as follows:

       

      
        	
                3.1

              	
                Where
                  the Liability for Taxation in respect of which any Covenantor is
                  liable to
                  make a payment under paragraph 2 is a liability to make an actual
                  payment
                  or increased payment of Taxation, the Payment Date shall be five
                  Business
                  Days after the date upon which ZAI or the Company demands payment
                  of the
                  same.

              


      

       

      
        	
                3.2

              	
                Where
                  the Liability for Taxation in respect of which any Covenantor is
                  liable to
                  make a payment under paragraph 2 is the loss, use or set-off of
                  a right to
                  a repayment of Taxation or of any Relief, the Payment Date shall
                  be the
                  date which is the later of:

              


      

       

      
        	 	
                (a)

              	
                the
                  date five Business Days after demand is made therefor;
                  and

              


      

       

      
        	 	
                (b)

              	
                the
                  date when, in the case of a right to repayment, such repayment
                  would have
                  been made to the Company but for such loss or, in the case of the
                  loss or
                  set-off of any Relief, the date when Taxation becomes payable which
                  would
                  not have been payable but for such loss, use or
                  set-off.

              


      

       

      
        	
                4.

              	
                INTEREST

              


      

       

      Any
        sums
        not paid by a Covenantor on the Payment Date shall bear interest (which shall
        accrue from day to day after as well as before any judgment for the same)
        at the
        rate of three per cent. per annum over the base rate for the time being of
        Barclays Bank PLC (or in the absence thereof at such similar rate as ZAI
        shall
        select) from the Payment Date to the date of actual payment of such sums
        compounded annually.

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

      
        	
                5.

              	
                LIMITATIONS
                  ON LIABILITY

              


      

       

      The
        liability of the Covenantors in respect of the covenant set out in this Schedule
        shall, except in relation to any matter in respect of which notice of a claim
        under this Schedule shall have been given to a Covenantor by ZAI or by the
        Company on or before such date, terminate on the seventh anniversary of the
        date
        hereof.

       

      
        	
                6.

              	
                DEDUCTIONS

              


      

       

      
        	
                6.1

              	
                All
                  sums payable by a Covenantor to the Company under this Schedule
                  shall be
                  paid free and clear of all deductions or withholdings whatsoever,
                  save
                  only as may be required by law.

              


      

       

      
        	
                6.2

              	
                If
                  any deduction or withholding is required to be made by law from
                  any sum
                  payable under this Schedule, the Covenantor shall be obliged to
                  pay to the
                  Company such greater sum as will, after such deduction or withholding
                  as
                  is required to be made has been made, leave the Company with the
                  same
                  amount as it would have been entitled to receive in the absence
                  of any
                  such requirement to make a deduction or
                  withholding.

              


      

       

      
        	
                6.3

              	
                If
                  any sum (the "first
                  sum")
                  payable by a Covenantor under this Schedule shall be subject to
                  Taxation
                  in the hands of the recipient then the Covenantor making such payment
                  shall pay to the recipient (as often as may be necessary) such
                  additional
                  sum or sums as will after such Taxation (and any Taxation on such
                  additional sum or sums) leave the recipient with such amount as
                  the
                  recipient would have been left with had the first sum not been
                  subject to
                  Tax in the hands of the recipient.

              


      

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

      SIGNED
        AND DELIVERED AS A DEED

      by
        NEW
        MEDIA LOTTERY SERVICES PLC

      acting
        by:

      


      


      
        	
                Signature
                  of Director

              	
                .....................................................

              
	
                Print
                  name of Director

              	
                .....................................................

              
	
                Signature
                  of Director/Secretary

              	
                .....................................................

              
	
                Print
                  name of Director/Secretary

              	
                .....................................................

              


      

      


       

      
        	
                SIGNED
                  AND DELIVERED AS A DEED

              	
                .....................................................

              
	
                by
                  JOHN
                  CARSON

              	 
	
                in
                  the presence of:

              	 


      

      


      
        	
                Witness:

              	 
	
                Signature

              	
                .....................................................

              
	 	 
	
                Name

              	
                .....................................................

              
	 	 
	
                Address

              	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	
                Occupation

              	
                .....................................................

              


      

      


       

      
        	
                SIGNED
                  AND DELIVERED AS A DEED

              	
                .....................................................

              
	
                by
                  RANDOLPH
                  H BROWNELL

              	 
	
                in
                  the presence of:

              	 


      

      


      
        	
                Witness:

              	 
	
                Signature

              	
                .....................................................

              
	 	 
	
                Name

              	
                .....................................................

              
	 	 
	
                Address

              	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	
                Occupation

              	
                .....................................................

              


      

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

      
        	
                SIGNED
                  AND DELIVERED AS A DEED

              	
                .....................................................

              
	
                by
                  PAULA
                  HORAN

              	 
	
                in
                  the presence of:

              	 


      

      


      
        	
                Witness:

              	 
	
                Signature

              	
                .....................................................

              
	 	 
	
                Name

              	
                .....................................................

              
	 	 
	
                Address

              	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	
                Occupation

              	
                .....................................................

              


      

      


      
        	
                SIGNED
                  AND DELIVERED AS A DEED

              	
                .....................................................

              
	
                by
                  JOSEPH
                  DRESNER

              	 
	
                in
                  the presence of:

              	 


      

      


      
        	
                Witness:

              	 
	
                Signature

              	
                .....................................................

              
	 	 
	
                Name

              	
                .....................................................

              
	 	 
	
                Address

              	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	
                Occupation

              	
                .....................................................

              


      

      


      


      
        	
                SIGNED
                  AND DELIVERED AS A DEED

              	
                .....................................................

              
	
                by
                  MILTON
                  DRESNER

              	 
	
                in
                  the presence of:

              	 


      

      


      
        	
                Witness:

              	 
	
                Signature

              	
                .....................................................

              
	 	 
	
                Name

              	
                .....................................................

              
	 	 
	
                Address

              	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	
                Occupation

              	
                .....................................................

              


      

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      
        	
                SIGNED
                  AND DELIVERED AS A DEED

              	
                .....................................................

              
	
                by
                  LORD
                  MANCROFT

              	 
	
                in
                  the presence of:

              	 


      

      


      
        	
                Witness:

              	 
	
                Signature

              	
                .....................................................

              
	 	 
	
                Name

              	
                .....................................................

              
	 	 
	
                Address

              	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	
                Occupation

              	
                .....................................................

              


      

      


      


      


      


      
        	
                SIGNED
                  AND DELIVERED AS A DEED by
                  NEW
                  MEDIA LOTTERY SERVICES, INC,
                  a
                  company incorporated under the laws of Delaware, United States,
                  acting by
                  [FULL
                  NAME(S) OF PERSON(S) SIGNING]
                  (being [a
                  person] [persons]
                  who, in accordance with the laws of that territory, [is/are]
                  acting under the authority of the company) in the presence
                  of:

              	 	
                Sign
                  here

                 

                .....................................................

                 

                [.....................................................]

                Authorised
                  signatory (or
                  signatories)

              


      

       

      
        	
                Witness:

              	 
	
                Signature

              	
                .....................................................

              
	 	 
	
                Name

              	
                .....................................................

              
	 	 
	
                Address

              	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	 	
                .....................................................

              
	 	 
	
                Occupation

              	
                .....................................................

              


      

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      SIGNED
        AND DELIVERED AS A DEED

      by
        ZIMMERMAN
        ADAMS INTERNATIONAL LIMITED

      acting
        by:


      


      
        	
                Signature
                  of Director

              	
                .....................................................

              
	 	 
	
                Print
                  name of Director

              	
                .....................................................

              
	 	 
	
                Signature
                  of Director/Secretary

              	
                .....................................................

              
	 	 
	
                Print
                  name of Director/Secretary

              	
                .....................................................

              


      

       

      
        
          
          

        

        
          57