Exhibit
          10.1

      

      
        	 
	
                Confidential
                  Materials omitted and filed separately with the 

              
	
                Securities
                  and Exchange Commission. Asterisks denote omissions.

              
	 


      

       

      DATED
        April 4, 2008

       

      
        
          	
                  (1)

                	
                  THE
                    SEVERAL PERSONS WHOSE NAMES ARE

                
	 	
                  SET
                    OUT IN COLUMN 1 OF SCHEDULE 1

                
	 	 
	
                  (2)

                	
                  NYFIX
                    GLOBAL SERVICES, LIMITED

                
	 	 
	
                  (3)

                	
                                                            NYFIX,
                    INC 

                


        

      

       

        
          

        

      

      AGREEMENT
        FOR THE SALE AND PURCHASE


      OF
        THE ENTIRE ISSUED SHARE CAPITAL


      OF
        FIX CITY LIMITED

      
        
 

      STEPHENSON
        HARWOOD


      One,
        St Paul's Churchyard


      London
        EC4M 8SH


      Tel:
        020 7329 4422


      Fax:
        020 7329 7100


      Ref:
        1258/46-02758

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONTENTS

       

      
        	 	 	
                Page

              
	 	 	 
	
                1

              	
                Definitions
                  and Interpretation

              	
                2

              
	 	 	 
	
                2

              	
                Agreement
                  for Sale

              	
                8

              
	 	 	 
	
                4

              	
                Seller's
                  Intellectual Property

              	
                13

              
	 	 	 
	
                5

              	
                Warranties
                  and Indemnity

              	
                14

              
	 	 	 
	
                6

              	
                Restrictive
                  Covenants

              	
                16

              
	 	 	 
	
                7

              	
                FSA
                  Application Covenant

              	
                22

              
	 	 	 
	
                8

              	
                Payments

              	
                22

              
	 	 	 
	
                9

              	
                Assignment

              	
                23

              
	 	 	 
	
                10

              	
                Announcements
                  and Confidentiality

              	
                23

              
	 	 	 
	
                11

              	
                Costs

              	
                24

              
	 	 	 
	
                12

              	
                Notices

              	
                24

              
	 	 	 
	
                13

              	
                Exclusion
                  of Contracts (Rights of Third Parties) Act 1999

              	
                25

              
	 	 	 
	
                14

              	
                Further
                  Assurance

              	
                25

              
	 	 	 
	
                15

              	
                No
                  Merger

              	
                25

              
	 	 	 
	
                16

              	
                Counterparts

              	
                26

              
	 	 	 
	
                17

              	
                Waiver

              	
                26

              
	 	 	 
	
                18

              	
                Entire
                  Agreement

              	
                26

              
	 	 	 
	
                19

              	
                Governing
                  Law, Jurisdiction and Service Of Proceedings

              	
                27

              
	 	 	 
	
                20

              	
                Guarantee

              	
                27

              
	 	 	 
	
                Schedule
                  1

              	
                29

              
	 	 
	
                Particulars
                  of Sellers and apportionment of Consideration

              	
                29

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Schedule
                  2

              	
                30

              
	 	 
	
                Details
                  of the Company

              	
                30

              
	 	 
	
                Schedule
                  3

              	
                32

              
	 	 
	
                Warranties

              	
                32

              
	 	 
	
                Limitations
                  on Sellers' Liability

              	
                50

              
	 	 
	
                Schedule
                  4

              	
                58

              
	 	 
	
                1

              	
                Definitions
                  and Interpretation

              	
                58

              
	 	 	 
	
                2

              	
                Covenant

              	
                60

              
	 	 	 
	
                3

              	
                Limitations
                  on Liability

              	
                62

              
	 	 	 
	
                4

              	
                Mitigation

              	
                65

              
	 	 	 
	
                5

              	
                Over-Provisions,
                  Reliefs, etc

              	
                65

              
	 	 	 
	
                6

              	
                Recovery
                  from other Persons

              	
                67

              
	 	 	 
	
                7

              	
                Conduct
                  of Tax Affairs

              	
                68

              
	 	 	 
	
                8

              	
                Due
                  Date of Payment

              	
                73

              
	 	 	 
	
                9

              	
                Deductions
                  from Payments

              	
                74

              
	 	 	 
	
                10

              	
                Buyer
                  Covenants

              	
                75

              
	 	 	 
	
                1

              	
                Returns
                  and payment of Taxation

              	
                76

              
	 	 	 
	
                2

              	
                Taxation
                  claims, liabilities and reliefs

              	
                77

              
	 	 	 
	
                3

              	
                Tax
                  residence and status

              	
                78

              
	 	 	 
	
                4

              	
                Corporation
                  Tax on chargeable gains

              	
                79

              
	 	 	 
	
                5

              	
                Shares
                  owned by directors or employees

              	
                80

              
	 	 	 
	
                6

              	
                Value
                  Added Tax

              	
                80

              
	 	 	 
	
                7

              	
                Stamp
                  Duty

              	
                81

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                8

              	
                Tax
                  Avoidance

              	
                82

              
	 	 	 
	
                9

              	
                Miscellaneous

              	
                82

              
	 	 	 
	
                Schedule
                  5

              	
                85

              
	 	 
	
                Intellectual
                  Property Rights

              	
                85

              
	 	 
	
                Schedule
                  6

              	
                86

              
	 	 
	
                Deferred
                  Consideration

              	
                86

              
	 	 
	
                Appendix
                  1

              	
                97

              
	 	 
	
                Schedule
                  7

              	
                98

              
	 	 
	
                Relevant
                  Competitors

              	
                98

              
	 	 
	
                Schedule
                  8

              	
                99

              
	 	 
	
                Bank
                  Balance Figures

              	
                99

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS
        AGREEMENT
        is made
        on April 4, 2008

       

      BETWEEN:

       

      
        	
                (1)

              	
                THE
                  SEVERAL PERSONS
                  whose names and addresses are set out in column 1 of Schedule 1
                  (together
                  the "Sellers"
                  and each a "Seller");

              


      

       

      
        	
                (2)

              	
                NYFIX
                  GLOBAL SERVICES, LIMITED
                  a
                  company incorporated and registered in England and Wales with company
                  number 05988275 whose registered office is at 160 Queen Victoria
                  Street
                  London EC4V 4BF (the "Buyer");
                  and

              


      

       

      
        	
                (3)

              	
                NYFIX,
                  INC
                  a
                  company incorporated and registered in Delaware with offices at
                  100 Wall
                  Street, New York, NY 10005 ("the Guarantor")

              


      

       

      RECITALS:

       

      
        	
                (A)

              	
                The
                  Company has an authorised share capital of £100,000 divided into 100,000
                  shares of £1 each of which 1,288 of such shares have been issued and are
                  fully paid.

              


      

       

      
        	
                (B)

              	
                Further
                  particulars of the Company at the date of this Agreement are set
                  out in
                  Schedule 2.

              


      

       

      
        	
                (C)

              	
                The
                  Sellers are the legal and beneficial owners of the legal and beneficial
                  title to the number of shares set out opposite their respective
                  names in
                  Schedule 1, comprising in aggregate the whole of the issued share
                  capital
                  of the Company.

              


      

       

      
        	
                (D)

              	
                The
                  Sellers have agreed to sell and the Buyer has agreed to buy the
                  Shares
                  subject to the terms and conditions of this
                  Agreement.

              


      

       

      IT
        IS AGREED
        as
        follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                1

              	
                Definitions
                  and Interpretation

              


      

       

      
        	1.1	
                In
                  this Agreement, the following words and expressions shall have
                  the
                  following meanings unless the context requires
                  otherwise:

              


      

       

      
        
          	
                  "Accounts"

                	
                  the
                    individual financial accounts of the Company compiled by the
                    Company's
                    external accountants for the two financial periods ended on the
                    Accounts
                    Date, together in each case with the notes, directors' and accountants'
                    reports and all other statements incorporated in or annexed to
                    them;
                    

                
	
                   

                	 
	
                  "Accounts
                    Date"

                	
                  31
                    December 2007;

                
	
                   

                	 
	
                  "Act"

                	
                  the
                    Companies Act 1985 and the Companies Act 2006 to the extent that
                    it is in
                    force;

                
	
                   

                	 
	
                  "this
                    Agreement"

                	
                  this
                    agreement (and the schedules to it), as varied from time to time
                    pursuant
                    to its terms;

                
	
                   

                	 
	
                  "Business
                    Day"

                	
                  a
                    day which is not a Saturday, a Sunday or a bank or public holiday
                    in
                    England or New York; 

                
	
                   

                	 
	
                  "Buyer's
                    Group"

                	
                  the
                    Buyer, its parent undertakings and its subsidiary undertakings
                    from time
                    to time and any subsidiary undertaking for the time being of
                    a parent
                    undertaking of the Buyer; 

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                  "Buyer's
                    Solicitors"

                	
                  Stephenson
                    Harwood of One, St Paul's Churchyard, London EC4M 8SH and any
                    successor
                    firm;

                
	
                   

                	 
	
                  "Company"

                	
                  FIX
                    City Limited, a company incorporated and registered in England
                    and Wales
                    with company number 04511314 whose registered office is at Financial
                    House, 14 Barclay Road, Croydon, Surrey CR0 1JN, brief particulars
                    of
                    which are set out in Part 1 of Schedule 2;

                
	
                   

                	 
	
                  "Completion"

                	
                  completion
                    of the sale and purchase of the Shares in accordance with this
                    Agreement;

                
	
                   

                	 
	
                  "Completion
                    Date"

                	
                  the
                    date on which Completion takes place;

                
	
                   

                	 
	
                  "Consideration"

                	
                  £3,250,000
                    and the Deferred Consideration; 

                
	
                   

                	 
	
                  "Deferred
                    Consideration"

                	
                  the
                    consideration, if any, to be calculated and paid in accordance
                    with
                    Schedule 6;

                
	
                   

                	 
	
                  "Disclosure
                    Letter"

                	
                  the
                    letter from the Sellers to the Buyer, dated with the date of
                    this
                    Agreement disclosing certain exceptions to the
                    Warranties;

                
	
                   

                	 
	
                  "Due
                    Proportions"

                	
                  in
                    the case of the [**]%, in the case of [**]% and in the case of
                    [**]%;

                
	
                   

                	 
	
                  "Encumbrance"

                	
                  a
                    mortgage, charge, pledge, lien, option, restriction, right of
                    first
                    refusal, right of pre-emption, third party right or interest,
                    a claim of
                    any kind, other encumbrance or security interest of any kind
                    or other type
                    of preferential arrangement (including, without limitation, a
                    title
                    transfer and retention arrangement) having similar
                    effect;

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  "Founders"

                	
                  [**];
                    and “Founder”
shall
                    mean any one
                    of them;

                
	
                   

                	 
	
                  "FSA"

                	
                  the
                    Financial Services Authority;

                
	
                   

                	 
	
                  "Group"

                	
                  the
                    Company and its Subsidiary Undertaking;

                
	
                   

                	 
	
                  "Group
                    Company"

                	
                  the
                    Company and/or the Subsidiary Undertaking as
                    appropriate;

                
	
                   

                	 
	
                  "Intellectual
                    Property Rights"

                	
                  patents,
                    rights to inventions, copyright and related rights, moral rights,
                    trade
                    marks, and domain names, rights to goodwill or to sue for passing
                    off or
                    unfair competition, rights in computer software, database rights,
                    rights
                    in confidential information (including know-how and trade secrets)
                    and any
                    other intellectual property rights, in each case whether registered
                    or
                    unregistered and including all applications (or rights to apply)
                    for, and
                    renewals or extensions of, such rights and all similar or equivalent
                    rights or forms of protection which subsist or will subsist now
                    or in the
                    future in any part of the world;

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	
                  "Key
                    Employees"

                	
                  [**];

                
	
                   

                	 
	
                  "Losses"

                	
                  in
                    relation to any matter, all liabilities, losses, claims, costs
                    and
                    reasonable expenses relating to that matter;

                
	
                   

                	 
	
                  "Parties"

                	
                  the
                    parties to this Agreement; and "Party"
                    means any one of them;

                
	
                   

                	 
	
                  "Property"

                	
                  12-16
                    Clerkenwell Road, London EC1M 5PQ (office numbers 107 and 108), 14
                    Wall Street, 20th
                    Floor, New York NY10005 and Norwell Executive Center, 167 Washington
                    Street, Norwell, Massachusetts 02061 USA and includes an individual
                    property and a part of an individual property;

                
	
                   

                	 
	
                  "Sellers'
                    Solicitors"

                	
                  H
                    Montlake & Co, 197 High Road, Ilford IG1 1LX and any successor
                    firm;

                
	
                   

                	 
	
                  "Shares"

                	
                  all
                    the issued shares in the capital of the Company;

                
	
                   

                	 
	
                  "Subsidiary
                    Undertaking"

                	
                  the
                    subsidiary undertaking of the Company listed in Part 2 of Schedule
                    2;

                
	
                   

                	 
	
                  "Tax"
                    or "Taxation"

                	
                  any
                    form of tax, levy, duty, charge, contribution, withholding or
                    impost of
                    whatever nature capable of being imposed or demanded by a Tax
                    Authority,
                    any liability to pay for group relief, repay an amount received
                    in
                    relation to group relief, contribute to the tax liabilities of
                    another
                    person, and any other amount representative of Tax together with
                    all
                    penalties, charges, and interest relating to any of them regardless
                    of
                    whether any such liabilities are chargeable directly or primarily
                    against
                    or attributable directly or primarily to a Group Company or any
                    other
                    person and of whether any amount in respect of them is recoverable
                    from
                    any other person;

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	
                  "Tax
                    Authority"

                	
                  any
                    taxing or other authority (whether within or outside the United
                    Kingdom)
                    competent to impose or demand any Tax;

                
	
                   

                	 
	
                  "Tax
                    Covenant Claim"

                	
                  a
                    claim under the covenants set out in paragraph 2 of the Tax
                    Deed;

                
	
                   

                	 
	
                  "Tax
                    Deed"

                	
                  the
                    provisions of Part 1 of Schedule 4 to this Agreement;

                
	
                   

                	 
	
                  "Tax
                    Warranties"

                	
                  the
                    warranties set out in Part 2 of Schedule 4;

                
	
                   

                	 
	
                  "TCGA"

                	
                  the
                    Taxation of Chargeable Gains Act 1992;

                
	
                   

                	 
	
                  "VAT"

                	
                  value
                    added tax as provided for in VATA, and any tax imposed in substitution
                    for
                    it;

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                  "VATA"

                	
                  the
                    Value Added Tax Act 1994;

                
	
                   

                	 
	
                  "Warranties"

                	
                  the
                    warranties of the Sellers contained in Clause 5 and set out in
                    Part 1 of
                    Schedule 3 and the Tax Warranties; 

                
	
                   

                	 
	
                  "Warranty
                    Claim"

                	
                  a
                    claim for any breach of any of the Warranties including the Tax
                    Warranties; and

                
	
                   

                	 


        

      

       

      
        
          
            	1.2	
                    In
                      this Agreement, unless the context requires otherwise:
                      

                  


          

        

      

       

      
        	 	
                1.2.1

              	
                any
                  reference to the parties or a recital, Clause or Schedule is to
                  the
                  parties or the relevant recital, Clause or Schedule of or to this
                  Agreement, and any reference in a Schedule to a paragraph is to
                  a
                  paragraph of that Schedule or, where relevant, that part of that
                  Schedule; 

              


      

      


      
        	 	
                1.2.2

              	
                the
                  Clause headings are included for convenience only and shall not
                  affect the
                  interpretation of this Agreement; 

              


      

      


      
        	 	
                1.2.3

              	
                use
                  of the singular includes the plural and vice versa; 

              


      

      


      
        	 	
                1.2.4

              	
                use
                  of any gender includes the other genders; 

              


      

      


      
        	 	
                1.2.5

              	
                "financial
                  year", "parent undertaking" and "subsidiary undertaking" have the
                  meanings
                  given to them by sections 223 and 258 of the Companies Act 1985
                  respectively; 

              


      

      


      
        	 	
                1.2.6

              	
                any
                  reference to a statute, statutory provision or subordinate legislation
                  ("legislation") shall be construed as referring to that legislation
                  as
                  amended and in force from time to time and to any legislation which
                  re-enacts or consolidates (with or without modification) any such
                  legislation except to the extent that any amendment, re-enactment
                  or
                  consolidation on or after the date of this Agreement would increase
                  the
                  liability of any party under this Agreement;


              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.2.7

              	
                any
                  reference to a document being "in the agreed form" means a document
                  in a
                  form agreed by the Parties and either entered into on the date
                  of this
                  Agreement by the relevant Parties or initialled by the Parties
                  or on their
                  behalf, in the latter case with such amendments as they may subsequently
                  agree;

              


      

      


      
        	 	
                1.2.8

              	
                unless
                  otherwise stated herein, where a statement is qualified by the
                  expression
                  "so far as the Sellers are aware" or "to the best of the
                  knowledge, information and belief of the Sellers", or any similar
                  expression, that statement shall be deemed to include an additional
                  statement that it has been made after due and careful enquiry;
                  and

              


      

      


      
        	 	
                1.2.9

              	
                references
                  to any English legal term for any action, remedy, method of judicial
                  proceeding, legal document, legal status, court, organisation,
                  body,
                  official or any legal concept, state of affairs or thing shall
                  in respect
                  of any jurisdiction other than England be deemed to include that
                  which
                  most nearly approximates in that jurisdiction to the English legal
                  term.

              


      

      


      
        	
                1.3

              	
                The
                  Schedules and recitals form part of this Agreement and shall have
                  effect
                  as if set out in full in the body of this Agreement, and any reference
                  to
                  this Agreement includes the Schedules and recitals. 

              


      

       

      
        	
                2

              	
                Agreement
                  for Sale

              


      

       

      
        	2.1	
                Subject
                  to the terms of this Agreement, each Seller shall sell or cause
                  to be sold
                  and the Buyer shall buy the shares indicated in column 2 of Schedule
                  1
                  opposite that Seller's respective name free from all Encumbrances
                  and in
                  all other respects with full title guarantee. The Shares shall
                  be sold
                  with all rights attaching to them at Completion or subsequently,
                  including
                  the rights to receive all dividends and other distributions declared,
                  paid
                  or made at or after Completion. 

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	2.2	
                The
                  purchase price for the Shares shall be the Consideration and the
                  Sellers
                  and the Buyer agree to give effect to all the provisions of Schedule
                  6.
                  Each of the Sellers shall be entitled to receive that part of the
                  Consideration set out opposite his name in column 3 of Schedule
                  1.

              


      

       

      
        	2.3	
                The
                  Buyer shall not be obliged to complete the purchase of any of the
                  Shares
                  unless the purchase of all of the Shares is completed
                  simultaneously.

              


      

       

      
        	2.4	
                The
                  Sellers waive all rights of pre-emption over any of the Shares
                  conferred
                  either by the articles of association of the Company or in any
                  other
                  way.

              


      

       

      
        	3	
                Completion 

              


      

       

      
        	3.1	
                Completion
                  shall take place at the offices of the Buyer's Solicitors immediately
                  after the signing of this Agreement or at such other place and
                  time as
                  shall be mutually agreed between the Parties when the events set
                  out in
                  Clauses 3.2 to 3.5 (inclusive) shall take
                  place.

              


      

       

      
        	3.2	
                At
                  Completion, the Sellers shall deliver or make available to the
                  Buyer: 

              


      

       

      
        	 	
                3.2.1

              	
                transfers
                  of the Shares duly executed by the respective registered holders
                  in each
                  case in favour of the Buyer (or as it may
                  direct);

              


      

      


      
        	 	
                3.2.2

              	
                the
                  share certificates representing the Shares together with any power
                  of
                  attorney or other authority under which such transfers have been
                  executed
                  and such waivers or consents as the Buyer may require to enable
                  the Buyer
                  (or such person as the Buyer directs) to be registered as the holder(s)
                  of
                  the Shares; 

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.2.3

              	
                certificates
                  for all issued shares in the capital of the Subsidiary Undertaking
                  held by
                  the Company;

              


      

      


      
        	 	
                3.2.4

              	
                entry
                  into by the Company's Key Employees of service agreements with
                  the Buyer
                  and/or the Company in the agreed
                  form;

              


      

      


      
        	 	
                3.2.5

              	
                a
                  letter executed as a deed in the form required by the Buyer from
                  each
                  present director and secretary of the Company in each case resigning
                  their
                  respective office (with effect from the end of the meeting held
                  pursuant
                  to Clause 3.3) and acknowledging that the writer has no claim against
                  the
                  Company for compensation for loss of office or
                  otherwise;

              


      

      


      
        	 	
                3.2.6

              	
                a
                  letter executed as a deed in the form required by the Buyer from
                  each
                  present director and secretary of the Subsidiary Undertaking in
                  each case
                  resigning their respective office (with effect from the end of
                  the meeting
                  held pursuant to Clause 3.4 or, if no such meeting occurs, pursuant
                  to
                  Clause 3.3) and acknowledging that the writer has no claim against
                  the
                  Company or the Subsidiary Undertaking for compensation for loss
                  of office
                  or otherwise;

              


      

      


      
        	 	
                3.2.7

              	
                an
                  irrevocable power of attorney (in such form as the Buyer may reasonably
                  require) executed by each of the registered holders of the Shares
                  in
                  favour of the Buyer to enable the Buyer (pending registration of
                  the
                  transfers referred to in Clause 3.2.1) to exercise all voting and
                  other
                  rights attaching to the Shares and to appoint proxies for this
                  purpose;

              


      

      


      
        	 	
                3.2.8

              	
                statements
                  for each bank account of the Company at the close of business on
                  the last
                  Business Day preceding Completion which will show cash in the accounts
                  totalling no less than £[**] (based on the figures for creditors paid and
                  payments received being those set out in Schedule 8);
                  and

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.2.9

              	
                the
                  seal (if any), statutory registers, certificate of incorporation
                  (and any
                  certificate of incorporation on change of name), minute books and
                  share
                  certificate books of each of the Company and the Subsidiary Undertaking
                  complete and up-to-date in all material respects up to but not
                  including
                  Completion.

              


      

      


      
        	
                3.3

              	
                The
                  Sellers shall ensure that a board meeting of the Company is held
                  at
                  Completion at which: 

              


      

       

      
        	 	
                3.3.1

              	
                the
                  people nominated by the Buyer are appointed as the directors and
                  secretary
                  (as the case may be) of the Company with immediate
                  effect;

              


      

      


      
        	 	
                3.3.2

              	
                the
                  resignations referred to in Clauses 3.2.5 and 3.2.6 are accepted
                  with
                  effect from the close of the
                  meeting;

              


      

      


      
        	 	
                3.3.3

              	
                the
                  registered office of the Company is changed to 160
                  Queen Victoria Street, London EC4V
                  4BF.

              


      

      


      
        	 	
                3.3.4

              	
                the
                  transfers referred to in Clause 3.2.1 are approved for registration;
                  and

              


      

      


      
        	 	
                3.3.5

              	
                each
                  existing bank mandate of the Company is cancelled and a new bank
                  mandate
                  appointing the Buyer's chosen signatories submitted to the relevant
                  bank;

              


      

      


      and
        shall
        cause the original minutes of such resolutions signed by the chairman to
        be
        delivered to the Buyer.

       

      
        	
                3.4

              	
                The
                  Sellers shall ensure that, immediately after the board meeting
                  referred to
                  in Clause 3.3:

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.4.1

              	
                any
                  meeting of the board of directors of the Subsidiary Undertaking
                  that the
                  Buyer may require is held; and

              


      

      


      
        	 	
                3.4.2

              	
                any
                  meeting held pursuant to Clause 3.4.1 deals with any matter referred
                  to in
                  Clause 3.3 that the Buyer may
                  require.

              


      

      


      
        	
                3.5

              	
                At
                  Completion, the Buyer shall: 

              


      

       

      
        	 	
                3.5.1

              	
                deliver
                  to the Sellers a certified copy of the minutes of a meeting of
                  the
                  directors of the Buyer approving the purchase of Shares together
                  with any
                  related matters in the agreed form; and
                  

              


      

      


      
        	 	
                3.5.2

              	
                pay
                  the sum of £3,250,000 (three million two hundred and fifty thousand pounds
                  sterling) in accordance with Clause
                  8.

              


      

      


      
        	3.6	
                If
                  either the Sellers or the Buyer (referred to in this Clause 3 as
                  the
                  "defaulting
                  party")
                  does not or is unable to fulfil any material obligations under
                  Clauses 3.2
                  to 3.5 as the case may be, at the time when Completion is due to
                  take
                  place under Clause 3.1, the other party (referred to in this Clause
                  3 as
                  the "non-defaulting
                  party")
                  may in addition to any other right or remedy it may have, by notice
                  to the
                  defaulting party: 

              


      

       

      
        	 	
                3.6.1

              	
                postpone
                  Completion by up to 10 Business Days; or 

              


      

      


      
        	 	
                3.6.2

              	
                elect
                  to proceed to Completion, in which case the defaulting party shall
                  be
                  obliged to fulfil those obligations under Clauses 3.2 to 3.5, as
                  the case
                  may be, which it is then able to fulfil and to fulfil the remaining
                  obligations on or before any later date specified for the purpose
                  in the
                  notice; or 

              


      

      


      
        	 	
                3.6.3

              	
                if
                  having already given notice under Clause 3.6.1 and a period of
                  not less
                  than 10 Business Days having elapsed without each unfulfilled obligation
                  in question having been fulfilled in all material respects, elect
                  not to
                  complete the sale and purchase of the Shares. 

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	3.7	
                If
                  Completion is postponed on any occasion under Clause 3.6.1, Clause
                  3.6
                  shall apply with respect to each occasion to which it is so
                  postponed. 

              


      

       

      
        	3.8	
                If
                  the non-defaulting party elects not to complete the sale and purchase
                  of
                  the Shares in accordance with Clause 3.6.3, the Parties shall have
                  no
                  further rights or obligations under this Agreement, other than
                  accrued
                  rights and obligations at the time of that election in respect
                  of prior
                  breaches, save that Clauses 10-13 and 16-19 shall remain binding
                  on the
                  Parties in accordance with their terms. 

              


      

       

      
        	
                4

              	
                Seller's
                  Intellectual Property 

              


      

       

      
        	
                4.1

              	
                Each
                  Seller hereby assigns to the Buyer with full title guarantee
                  all Intellectual Property Rights vested in them (the "Sellers'
                  Intellectual Property") that has been used by the Company in its
                  business
                  or is utilizable by the Company (or the Buyer following Completion)
                  (which
                  includes but is not limited to the Intellectual Property Rights
                  listed in
                  Schedule 5) together with all goodwill attaching to such Intellectual
                  Property Rights the right to sue for damages and other remedies
                  for any
                  infringement of such Intellectual Property Rights that occurred
                  before the
                  Completion Date.

              


      

       

      
        	4.2	
                The
                  Sellers each agree and undertake to provide to the Buyer (at its
                  request
                  and expense) all reasonable assistance with any proceedings which
                  may be
                  brought by or against the Buyer against or by any third party relating
                  to
                  the rights assigned by this Agreement.


              


      

       

      
        	4.3	
                The
                  Sellers shall at the cost and expense of the Buyer do or procure
                  to be
                  done all such further acts and things, and execute or procure the
                  execution of all such other documents, as the Buyer may from time
                  to time
                  reasonably require (without the imposition of any liability on
                  the Sellers
                  in addition to that which they would have under this Agreement)
                  in order
                  to give the Buyer the full benefit of this agreement, whether in
                  connection with any registration of title or other similar right
                  or
                  otherwise.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	4.4	
                
                  The
                    telephone numbers of the mobile telephones used by the Founders
                    and
                    Matthew Barkway belong to those individuals and not the Company
                    and the
                    Buyer will procure that the Company uses its reasonable endeavours
                    to
                    arrange for each relevant telephone number to be transferred
                    as the
                    relevant Seller may direct.


                

              


      

       

      
        	
                5

              	
                Warranties and
                  Indemnity

              


      

       

      
        	5.1	
                Subject
                  to Clause 5.10, [**] warrant to the Buyer in the terms set out
                  in Part 1
                  of Schedule 3 and Part 2 of Schedule 4 and not withstanding any
                  other
                  provision of this Agreement, any reference in any Warranty to a
                  Seller
                  shall be to the Sellers. 

              


      

       

      
        	5.2	
                The
                  Sellers are aware and acknowledge that the Buyer has entered into
                  this
                  Agreement in reliance on the Warranties which have induced it to
                  enter
                  into this Agreement.

              


      

       

      
        	5.3	
                The
                  Warranties are given subject only to the matters fairly disclosed
                  in the
                  Disclosure Letter. The rights and remedies of the Buyer in respect
                  of any
                  breach of the Warranties shall not be affected by Completion.
                  

              


      

       

      
        	5.4	
                Each
                  of the Warranties set out in each paragraph of Part 1 of Schedule
                  3 are
                  separate and independent and unless otherwise expressly provided
                  shall not
                  be limited by reference to any other Warranty or anything in this
                  Agreement.

              


      

       

      
        	5.5	
                If
                  there is a breach of a Warranty
                  and:

              


      

       

      
        	 	
                5.5.1

              	
                the
                  value of an asset of the Company or the Subsidiary Undertaking
                  is or
                  becomes less than the value would have been had the breach not
                  occurred;
                  or 

              


      

      


      
        	 	
                5.5.2

              	
                the
                  Company and/or the Subsidiary Undertaking is/are subject to or
                  incur(s) a
                  liability or an increase in a liability which it would not have
                  been
                  subject to or would not have incurred had the breach not
                  occurred,

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      [**]
        pay
        the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due
        Proportion of the reduction caused in the value of the Shares.

       

      
        	5.6	
                [**]
                  indemnify the Buyer against the relevant Due Proportion of all
                  reasonable
                  and proper costs which the Buyer may incur whether before or after
                  the
                  start of an action in connection
                  with:

              


      

       

      
        	 	
                5.6.1

              	
                the
                  settlement of a claim against the Sellers in respect of a breach
                  or an
                  alleged breach of a Warranty or the enforcement of a settlement;
                  and

              


      

      


      
        	 	
                5.6.2

              	
                legal
                  proceedings against the Sellers in respect of a breach or an alleged
                  breach of a Warranty in which judgment is given for the Buyer or
                  the
                  enforcement of the judgment.

              


      

      


      
        	5.7	
                [**]
                  the Buyer against the relevant Due Proportion of all reasonable
                  and proper
                  costs which the Buyer may incur in relation to any and all losses
                  suffered
                  by the Company following Completion as a result of any variation
                  or error
                  in the figures set out in Schedule
                  8.

              


      

       

      
        
          
            	5.8	
                    If
                      in respect of or in connection with any breach of any of the
                      Warranties or
                      any indemnity claim under this Clause 5 any sum payable to
                      the Buyer by
                      the Sellers by way of compensation is subject to Taxation,
                      then such
                      further amount shall be paid to the Buyer by the Sellers so
                      as to secure
                      that the net amount received by the Buyer is the same as it
                      would have
                      been were the payment not subject to Taxation.


                  


          

        

      

       

      
        	5.9	
                Each
                  of the Sellers waives and may not enforce any rights which he/she
                  may have
                  in respect of a misrepresentation, inaccuracy or omission in or
                  from
                  information or advice supplied or given by the Company and/or the
                  Subsidiary Undertaking or any present or former officer or employee
                  of the
                  Company and/or the Subsidiary Undertaking for the purpose of assisting
                  them in relation to any term of this Agreement, the making of a
                  representation, the giving of a warranty or the preparation of
                  the
                  Disclosure Letter.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.10

              	
                Part
                  2 of Schedule 3 (Limitations on Sellers' liability) shall apply
                  to limit
                  or exclude, in accordance with its terms, any liability of the
                  Sellers in
                  respect of a Warranty Claim, provided that no provision of that
                  schedule
                  shall apply to limit or exclude any such liability arising out
                  of any
                  fraudulent act or omission by or on behalf of the Sellers. 

              


      

       

      
        	 	
                5.11

              	
                Any
                  amount paid by or on behalf of the Sellers in respect of a breach
                  of the
                  Warranties and/or under a Warranty Claim made under Part 1 of Schedule
                  3
                  shall be deemed to reduce the Consideration and be a repayment
                  of the
                  Consideration to the extent of that
                  amount.

              


      

       

      
        	
                6

              	
                Restrictive
                  Covenants

              


      

       

      
        	6.1	
                In
                  this Clause 6.1:

              


      

       

      
        	
                "Confidential
                  Information" 

              	
                means
                  trade secrets, confidential knowledge, non-public data and any
                  other
                  proprietary information of the Company or the Subsidiary Undertaking.
                  By
                  way of illustration but not limitation, "Confidential Information"
                  includes (i) inventions, trade secrets, ideas, processes, formulas,
                  data,
                  programs, other works of authorship, know-how, improvements, discoveries,
                  developments, designs and techniques, in each case to the extent
                  such
                  items relate to communications and/or business transactions with
                  one or
                  more users over a computer network or the Internet; (ii) information
                  regarding plans for research, development, new products and services,
                  marketing and selling, business plans, budgets and unpublished
                  financial
                  statements, licenses, prices and costs, suppliers and customers;
                  and (iii)
                  information regarding the skills and compensation of any other
                  employee of
                  the Company or the Subsidiary
                  Undertaking;

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                "Founders"
                  

              	
                means
                  [**];

              
	 	 
	
                "Prospective
                  Customer"

              	
                means
                  any person with whom the relevant Seller had dealings during the
                  Relevant
                  Period in the course of his/her employment with a view to that
                  person
                  becoming a customer or client of the Company or the Subsidiary
                  Undertaking;

              
	 	 
	
                "Relevant
                  Area" 

              	
                means
                  [**];

              
	 	 
	
                "Relevant
                  Competitors"

              	
                means
                  those companies listed in Schedule 7;

              
	 	 
	
                "Relevant
                  Customer" 

              	
                means
                  any person who has been at any time during the Relevant Period
                  a customer
                  or client of the Company or the Subsidiary Undertaking with whom
                  the
                  relevant Seller was actively involved in the course of his/her
                  employment
                  during the Relevant Period;

              
	 	 
	
                "Relevant
                  Distributor"

              	
                means
                  any distributor of the Company's and/or the Subsidiary Undertaking's
                  products with whom the relevant Seller was actively involved in
                  the course
                  of his/her employment during the Relevant
                  Period;

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                "Relevant
                  Employee" 

              	
                means
                  an employee of the Company or the Subsidiary Undertaking with whom
                  the
                  relevant Seller had material dealings in the course of his/her
                  employment
                  during the Relevant Period and who is employed wholly or mainly
                  in a
                  senior/managerial/customer facing capacity;

              
	 	 
	
                "Relevant
                  Period" 

              	
                means
                  the period of [**] ending on Completion;

              
	 	 
	
                "Relevant
                  Services" 

              	
                means
                  services the same as or similar to those being provided by the
                  Company or
                  the Subsidiary Undertaking at Completion and with which the relevant
                  Seller was actively involved in any capacity in the course of his/her
                  employment during the Relevant Period;

              
	 	 
	
                "Relevant
                  Supplier" 

              	
                means
                  any supplier to the Company or the Subsidiary Undertaking with
                  whom the
                  relevant Seller was actively involved in the course of his/her
                  employment
                  during the Relevant Period.

              


      

       

      
        	
                6.2

              	
                The
                  Founders covenant that they will not for a period of [**] after
                  Completion
                  and [**] covenant that they will not for a period of [**] after
                  Completion:

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.2.1

              	
                be
                  concerned in any business which is carried on in the Relevant Area,
                  or the
                  Relevant Competitors, and which is competitive or likely to be
                  competitive
                  with any business in which the relevant Seller was actively involved
                  during the course of his/her employment during the Relevant Period
                  and
                  which is carried on by the Company or another Group Company at
                  Completion;

              


      

       

      
        	 	
                6.2.2

              	
                directly
                  or indirectly, whether on his/her own account or on behalf of or
                  in
                  conjunction with any person:

              


      

       

      
        	 	
                (a)

              	
                canvass
                  or solicit business or custom for the provision of any Relevant
                  Services
                  from any Relevant Customer;

              


      

       

      
        	 	
                (b)

              	
                deal
                  with any Relevant Customer in respect of the provision or potential
                  provision of any Relevant Services;

              


      

       

      
        	 	
                (c)

              	
                canvass
                  or solicit business or custom for the provision of any Relevant
                  Services
                  from any Prospective Customer;

              


      

       

      
        	 	
                (d)

              	
                deal
                  with any Prospective Customer in respect of the provision or potential
                  provision of any Relevant Services;

              


      

       

      
        	 	
                (e)

              	
                induce
                  or attempt to induce any Relevant Supplier to cease to supply,
                  or to
                  restrict or vary the terms of supply to, the Company or the Subsidiary
                  Undertaking or otherwise interfere with the relationship between
                  a
                  Relevant Supplier and the Company or the Subsidiary
                  Undertaking;

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (f)

              	
                induce
                  or attempt to induce any Relevant Distributor to cease to distribute,
                  or
                  to restrict or vary the terms of any distribution agreements in
                  relation
                  to, the Company's or the Subsidiary Undertaking's products or otherwise
                  interfere with the relationship between a Relevant Distributor
                  and the
                  Company or the Subsidiary
                  Undertaking;

              


      

       

      
        	 	
                (g)

              	
                induce
                  or attempt to induce any employee of the Company to leave the employment
                  of the Company or the Subsidiary Undertaking (whether or not this
                  would be
                  a breach of contract by the Relevant
                  Employee).

              


      

       

      
        	
                6.3

              	
                For
                  the purposes of Clause 6.2.1 above, the relevant Seller is concerned
                  in a
                  business if:

              


      

       

      
        	
              	
                6.3.1

              	
                he/she
                  carries it on as a principal or agent;
                  or

              


      

       

      
        	 	
                6.3.2

              	
                he/she
                  is a partner, director, employee, secondee, consultant or agent
                  in, of or
                  to any person who carries on the business;
                  or

              


      

       

      
        	 	
                6.3.3

              	
                (excluding
                  [**] in relation to his employment at the date of this Agreement)
                  he/she
                  has any direct or indirect financial interest (as shareholder or
                  otherwise) in any person who carries on the business;
                  or

              


      

       

      
        	 	
                6.3.4

              	
                (excluding
                  [**] in relation to his employment at the date of this Agreement)
                  he/she
                  is a partner, director, employee, secondee, consultant or agent
                  in, of or
                  to any person who has a direct or indirect financial interest (whether
                  as
                  shareholder or otherwise) in any person who carries on the
                  business.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                6.4

              	
                The
                  Sellers covenant that at any time during the course of their employment
                  with the Company or the Subsidiary Undertaking or at any time thereafter,
                  they shall not use in connection with any other business any name
                  which
                  includes the name or any part of the name of the Company or the
                  Subsidiary
                  Undertaking or any product name or any colourable imitation of
                  it or
                  them.

              


      

       

      
        	
                6.5

              	
                The
                  Sellers agree that they will not, during the course of their employment
                  with the Company or the Subsidiary Undertaking or at any time
                  thereafter:

              


      

       

      
        	 	
                6.5.1

              	
                disclose
                  any Confidential Information to any person, firm, corporation,
                  or other
                  entity for any reason or purpose
                  whatsoever;

              


      

       

      
        	 	
                6.5.2

              	
                copy
                  any Confidential Information, except as reasonably required in
                  the course
                  of their duties for the Company or the Subsidiary Undertaking;
                  or

              


      

       

      
        	 	
                6.5.3

              	
                make
                  use of any Confidential Information for their own purposes or for
                  the
                  benefit of any person, firm, corporation or other entity, other
                  than the
                  Subsidiary Undertaking, under any circumstances.
                  

              


      

       

      
        	
                6.6

              	
                The
                  covenants in this clause are for the benefit of the Company itself
                  and as
                  trustee for the Subsidiary
                  Undertaking.

              


      

       

      
        	
                6.7

              	
                Each
                  of the restrictions in each paragraph or clause above are enforceable
                  independently of each of the others and their validity is not affected
                  if
                  any of the others is invalid. If any of those restrictions is void
                  but
                  would be valid if some part of the restriction (including part
                  of any of
                  the definitions in Clause 6.1) were deleted, the restriction in
                  question
                  applies with such modification as may be necessary to make it valid.
                  

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	
                7

              	
                FSA
                  Application Covenant

              


      

       

      
        	
                7.1

              	
                The
                  Sellers hereby acknowledge and agree that the FSA has advised in
                  its email
                  to the Sellers of 2 April 2008 that FSA authorisation should be
                  sought.

              


      

      


      
        	
                7.2

              	
                The
                  Founders hereby covenant that they will use their reasonable endeavours
                  to
                  assist the Buyer in any and all respects in relation to the application
                  to
                  the FSA for authorisation and will take all reasonable actions
                  necessary
                  to ensure that such application for authorisation is submitted,
                  including
                  (but not limited to) providing all documentation and information
                  required
                  in respect of the application which is either in any of their possessions,
                  power or control. 

              


      

       

      
        	
                7.3

              	
                In
                  the event that the Sellers breach the covenant set out in Clause
                  7.2, the
                  Buyer has the right to set off any of the Deferred Consideration
                  owing to
                  the Sellers pursuant to Schedule 6 against any and all losses suffered
                  by
                  it in relation to such breach.

              


      

       

      
        	
                8

              	
                Payments 

              


      

       

      
        	
                8.1

              	
                The
                  Buyer shall pay all payments due to the Sellers by telegraphic
                  transfer of
                  immediately available funds to the account of the Sellers' Solicitors
                  on
                  behalf of the Sellers at: 

              


      

       

      
        	
                Bank:
                  

              	
                [**]

              
	
                Sort
                  code:

              	
                [**]

              
	
                Account
                  name:

              	
                [**]

              
	
                Account
                  number: 

              	
                [**]

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      or
        to any
        other account of which the Sellers Solicitor's give the Buyer at least three
        Business Days' notice from time to time.

       

      
        	
                8.2

              	
                Payment
                  of any sum to the Sellers' Solicitors will discharge the obligations
                  of
                  the Buyer to pay the sum in question and the Buyer shall not be
                  concerned
                  to see the application of the monies so
                  paid.

              


      

       

      
        	
                9

              	
                Assignment 

              


      

       

      No
        party
        may assign the benefit of any provision in this Agreement save for an assignment
        by the Buyer to any member of the Buyer's Group provided that any such
        assignment to any member of the Buyer's Group is made on terms that if such
        assignee would cease to be a member of the Buyer's Group, such rights will
        further be assigned to the Buyer or to another member of the Buyer's
        Group.

       

      
        	
                10

              	
                Announcements
                  and Confidentiality 

              


      

       

      
        
          	
                  10.1

                	
                  Save
                    as provided in Clause 10.2 no announcement or circular or disclosure
                    in
                    connection with or concerning this Agreement or any matter arising
                    from
                    the Agreement shall be made or issued by or on behalf of the
                    Sellers
                    without the prior written consent of the Buyer which shall not
                    be
                    unreasonably withheld or delayed. 

                


        

         

      

      
        	
                10.2

              	
                Clause
                  10.1 shall not apply to any disclosure made by the Sellers to their
                  professional advisers, or to any announcement or disclosure required
                  by
                  the laws of any relevant jurisdiction or by any competent regulatory
                  or
                  governmental body or securities exchange in any relevant
                  jurisdiction.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                11

              	
                Costs

              


      

       

      
        	
                11.1

              	
                Except
                  as set out in Clause 11.2, each Party shall bear its own costs
                  and
                  expenses in connection with the preparation, negotiation, execution
                  and
                  performance of this Agreement and the documents referred to in
                  it. 

              


      

       

      
        	
                11.2

              	
                The
                  Buyer shall pay all stamp and other transfer duties and registration
                  fees
                  applicable to any document to which it is a Party and which arise
                  as a
                  result of or in consequence of this
                  Agreement.

              


      

       

      
        	12	
                Notices 

              


      

       

      
        	
                12.1

              	
                Any
                  notice, consent or other communication given under this Agreement
                  shall be
                  in writing and in English, and signed by or on behalf of the Party
                  giving
                  it, and shall be delivered by hand or sent by prepaid recorded
                  or special
                  delivery post (or prepaid international recorded airmail if sent
                  internationally) or by fax as follows (and, for the avoidance of
                  doubt,
                  may not be given by e-mail): 

              


      

       

      to
        the Buyer: 

       

      For
        the
        attention of: Office of the General Counsel, NYFIX, Inc

       

      Address:
        100 Wall Street, 24th
        Floor,
        New York NY10005 USA

       

      Facsimile
        number: 001 917 637 1585

       

      To
        the Sellers

       

      At
        their
        respective addresses set out in Schedule 1 as may be altered from time to
        time
        by notice to the Buyer.

       

      
        	
                12.2

              	
                Any
                  Party may from time to time notify the others of any other address
                  or fax
                  number for the receipt of notices. Any such change shall take effect
                  five
                  Business Days after notice of the change is received or (if later)
                  on the
                  date (if any) specified in the notice as the date on which the
                  change is
                  to take place. 

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
                12.3

              	
                Any
                  notice, consent or other communication given in accordance with
                  Clause
                  12.1 and received after 5.30 p.m. on a Business Day, or on any
                  day which
                  is not a Business Day, shall for the purposes of this Agreement
                  be
                  regarded as received on the next Business Day. 

              


      

       

      
        	
                13

              	
                Exclusion
                  of Contracts (Rights of Third Parties) Act
                  1999

              


      

       

      
        	
                13.1

              	
                The
                  Parties to this Agreement do not intend any of its terms to be
                  enforceable
                  pursuant to the Contracts (Rights of Third Parties) Act 1999 by
                  any person
                  who is not a party to this Agreement save for the provisions of
                  Clause
                  6.

              


      

       

      
        	
                13.2

              	
                Notwithstanding
                  any other provision of this Agreement, the Sellers and the Buyer
                  may by
                  agreement in writing rescind or vary any of the provisions of this
                  Agreement without the consent of the Company or the Subsidiary
                  Undertaking
                  and accordingly section 2(1) of the Contracts (Rights of Third
                  Parties)
                  Act 1999 shall not apply.

              


      

       

      
        	
                14

              	
                Further
                  Assurance 

              


      

       

      
        	 	
                At
                  or after Completion, the Sellers shall at the Buyer's cost execute
                  all
                  such documents and do or cause to be done all such other things
                  as the
                  Buyer may from time to time reasonably require in order to vest
                  in the
                  Buyer legal title to and the benefit of the Shares and otherwise
                  to give
                  full effect to this Agreement.

              


      

       

      
        	
                15

              	
                No
                  Merger

              


      

       

      The
        provisions of this Agreement shall remain in full force and effect as regards
        any of its unperformed or unimplemented provisions including, without
        limitation, all guarantees, warranties and undertakings notwithstanding
        Completion. 


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      
        	
                16

              	
                Counterparts 

              


      

       

      This
        Agreement may be executed in any number of counterparts and by the Parties
        to it
        on separate counterparts, each of which shall be an original but all of which
        together shall constitute one and the same instrument, and shall not be
        effective until each of the Parties has executed at least one counterpart.
        

       

      
        	
                17

              	
                Waiver

              


      

       

      
        	 	
                No
                  delay or failure by the Buyer or any of the Sellers to exercise
                  any of
                  their respective powers, rights or remedies under this Agreement
                  shall
                  operate as a waiver of them, nor shall any single or partial exercise
                  of
                  any such powers, rights or remedies preclude any further exercise
                  of them.
                  The remedies provided in this Agreement are cumulative and (except
                  as
                  otherwise provided in this Agreement) are not exclusive of any
                  remedies
                  provided by law. A waiver of a breach of any term of this Agreement
                  shall
                  not constitute a waiver of any other breach of this
                  Agreement.

              


      

       

      
        	
                18

              	
                Entire
                  Agreement

              


      

       

      
        	
                18.1

              	
                This
                  Agreement, and the documents referred to in it together constitute
                  the
                  entire agreement and understanding of the Parties and supersede
                  any
                  previous agreement between the Parties relating to the subject
                  matter of
                  this Agreement. 

              


      

       

      
        	
                18.2

              	
                The
                  Buyer acknowledges that no provisions are to be regarded as implied
                  into
                  this Agreement, save for those implied by law and which are not
                  lawfully
                  capable of being excluded. All implied provisions lawfully capable
                  of
                  being excluded are hereby excluded for all purposes. 

              


      

       

      
        	
                18.3

              	
                In
                  entering into this Agreement and subject to Part 2 of Schedule
                  3, the
                  Buyer accepts that it is not relying on any representation, warranty
                  or on
                  any other information or statement of opinion or belief, whether
                  written
                  or oral, express or implied, which is not expressly comprised within
                  or
                  the subject of any of the
                  Warranties.

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        	
                18.4

              	
                Except
                  as otherwise permitted by this Agreement, no change to its terms
                  shall be
                  effective unless it is in writing and signed by on or behalf of
                  each of
                  the Parties.

              


      

       

      
        	
                19

              	
                Governing
                  Law, Jurisdiction and Service Of
                  Proceedings

              


      

       

      
        	
                19.1

              	
                This
                  Agreement shall be governed by and construed in accordance with
                  the law of
                  England and Wales. Each Party irrevocably submits to the exclusive
                  jurisdiction of the courts of England and Wales over any claim,
                  dispute or
                  matter arising under or in connection with this Agreement. 

              


      

       

      
        	
                19.2

              	
                Each
                  Party irrevocably waives any objection which it may have now or
                  later to
                  proceedings being brought in the courts of England and Wales and
                  any claim
                  that proceedings have been brought in an inconvenient forum. Each
                  Party
                  further irrevocably agrees that a judgment in any proceedings brought
                  in
                  the courts of England and Wales shall be conclusive and binding
                  upon each
                  Party and may be enforced in the courts of any other
                  jurisdiction.

              


      

       

      
        	
                19.3

              	
                Nothing
                  in this Agreement shall affect the right to serve process in any
                  manner
                  permitted by law. 

              


      

       

      
        	
                20

              	
                Guarantee

              


      

       

      
        	
                20.1

              	
                The
                  Guarantor unconditionally and irrevocably guarantees to the Sellers
                  to
                  discharge on written demand by the Sellers payment of all sums
                  payable by
                  the Buyer under Schedule 6 of this Agreement (such payment obligations
                  of
                  the Buyer being referred to below as "Obligations").

              


      

       

      
        	
                20.2

              	
                The
                  Sellers must make written demand against the Buyer but may make
                  demand
                  upon the Guarantor in respect of any of the Obligations if not
                  satisfied
                  by the Buyer within 30 Working Days of the Sellers' demand against
                  the
                  Buyer. 

              


      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        	
                20.3

              	
                This
                  Agreement is a continuing security and shall remain in full force
                  and
                  effect until all of the Obligations have been discharged and performed
                  in
                  full. 

              


      

       

      
        	
                20.4

              	
                The
                  provisions of this Clause 20 are in addition to any other guarantee
                  or
                  security, present or future, held by the Sellers in respect of
                  the
                  Obligations or any of them, and shall not merge with or prejudice
                  such
                  other guarantee or security, or any contractual or legal rights
                  of the
                  Sellers. 

              


      

       

      THIS
        AGREEMENT
        has been
        executed by or on behalf of the Parties on the date at the top of page
        1. 

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      Schedule
        1

       

      Particulars
        of Sellers and apportionment of Consideration

       

      
        
          	
                  Column
                    1

                	 	
                  Column
                    2

                	 	
                  Column
                    3

                	 
	 	 	 	 	 	 
	
                  Seller's
                    name and address

                	 	Number
                  of shares held by Seller	 	Seller's
                  proportion of the Consideration	 
	 	 	 	 	 	 	 	 
	
                  Karl
                    Spencer Breeze

                  

                    Bay
                      Cottage

                    Bertie
                      Lane

                    Uffington

                    Stamford

                    PE9
                      4SZ

                  

                	 	399	 	30.9783%	
                   

                
	 	 	 	 	 	 	 	 
	
                  Amy
                    Jane Muddimer

                  

                    2
                      Peplins Way

                    Brookmans
                      Park

                    Hertfordshire

                    AL9
                      7UU

                  

                	 	
                  399

                	 	30.9783%	
                   

                
	 	 	 	 	 	 	 	 
	
                  Paul
                    Denby Scott

                   

                  
                    2
                      Peplins Way

                    Brookmans
                      Park

                    Hertfordshire

                    AL9
                      7UU

                  

                	 	399	 	30.9782%	
                   

                
	 	 	 	 	 	 	 	 
	
                  Andrew
                    Southon

                  

                    38
                      Thorley Hill

                    Bishops
                      Stortford

                    Hertfordshire

                    CM23
                      3LZ

                  

                	 	65	 	5.0466%	
                   

                
	 	 	 	 	 	 	 	 
	
                  Matthew
                    George Barkway

                  

                    54
                      Manor Road

                    Chelmsford

                      Essex

                      CM2
                        0EP

                    

                  

                	 	26	 	2.0186%	
                   

                


        

      

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      Schedule
        2

       

      Part
        1

      Details
        of the Company

       

      
        
          
            
              	
                      Date
                        and place of incorporation 

                    	
                      :

                    	
                      Incorporated
                        on 14 August 2002 in England and Wales

                    
	 	 	 
	
                      Registered
                        number  

                    	
                      :

                    	
                      04511314

                    
	 	 	 
	
                      Registered
                        office   

                    	
                      :

                    	
                      Financial
                        House, 14 Barclay Road, Croydon, Surrey, CRO 1JN

                    
	 	 	 
	
                      Authorised
                        share capital  

                    	
                      :

                    	
                      £100,000
                        divided into 100,000 ordinary shares of £1.00 each and £10,000 divided
                        into 1,000,000 ordinary B shares of £0.01 each

                    
	 	 	 
	
                      Issued
                        share capital  

                    	
                      :

                    	
                      £1288.00
                        divided into 1,288 ordinary shares of £1.00 each

                    
	 	 	 
	
                      Directors   

                    	
                      :

                    	
                      1) Matthew
                        George Barkway

                       

                      2) Karl
                        Spencer Breeze

                       

                      3) Amy
                        Jane Muddimer

                       

                      4) Paul
                        Denby Scott

                    
	 	 	 
	
                      Secretary   

                    	
                      :

                    	
                      Amy
                        Jane Muddimer

                    
	 	 	 
	
                      Shareholders    

                    	
                      :

                    	
                      1) Karl
                        Spencer Breeze (399 Ordinary Shares) 

                       

                      2) Amy
                        Jane Muddimer (399 Ordinary Shares) 

                       

                      3) Paul
                        Denby Scott (399 Ordinary Shares)

                       

                      4) Andrew
                        Southon (65 Ordinary Shares)

                       

                      5) Matthew
                        George Barkway (26 Ordinary Shares)

                    
	 	 	 
	
                      Accountants   

                    	
                      :

                    	
                      The
                        McCay Partnership

                    
	 	 	 
	
                      Accounting
                        reference date  

                    	
                      :

                    	
                      31
                        December

                    
	 	 	 
	
                      Tax
                        residence   

                    	
                      :

                    	
                      England
                        and Wales

                    


            

          

        

        

          
            
              
              

            

            
              30

              
                

              

            

            
              
              

            

          

        

         

      

      Part
        2

      Details
        of the Subsidiary Undertaking

       

      
        	
                Date
                  and place of incorporation 

              	
                :

              	
                27
                  April 2006, New York State

              
	 	 	 
	
                Registered
                  number  

              	
                :

              	
                N/A

              
	 	 	 
	
                Registered
                  office   

              	
                :

              	
                14
                  Wall Street, New York, NY 10005

              
	 	 	 
	
                Authorised
                  share capital   

              	
                :

              	
                200
                  Shares of no par value

              
	 	 	 
	
                Issued
                  share capital  

              	
                :

              	
                100
                  Shares of no par value

              
	 	 	 
	
                Directors   

              	
                :

              	
                Andrew
                  Southon (President)

              
	 	 	 
	
                Secretary   

              	
                :

              	
                Karl
                  Breeze

              
	 	 	 
	
                Shareholder   

              	
                :

              	
                FIX
                  City Limited

              
	 	 	 
	
                Accounting
                  reference date  

              	
                :

              	
                31st
                  December

              
	 	 	 
	
                Tax
                  residence   

              	
                :

              	
                New
                  York

              


      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      Schedule
        3

       

      Part
        1


      Warranties

       

      
        	1	
                SHARES
                  AND OTHER SECURITIES OF THE
                  COMPANY

              


      

       

      
        	1.1	
                The
                  Shares represent the entire issued share capital of the
                  Company.

              


      

       

      
        	
                1.2

              	
                The
                  shareholders of Company listed in Part 1 of Schedule 2 are and
                  will at
                  Completion be the holders of the shares set out against their names
                  and
                  have the right to sell such shares.

              


      

       

      
        	
                1.3

              	
                The
                  Company will not, at Completion, have any debenture or any other
                  security
                  in issue.

              


      

       

      
        	
                1.4

              	
                No
                  person has the right or has claimed to have a subsisting right
                  (whether
                  exercisable now or at a future date and whether contingent or not)
                  to
                  subscribe for, or to convert any security into any shares, debentures
                  or
                  other securities of the Company, including pursuant to an option
                  or
                  warrant.

              


      

       

      
        	
                1.5

              	
                The
                  Company has not at any time purchased its own shares or redeemed
                  or
                  forfeited any shares, or agreed to do so, or granted an option
                  whereby it
                  might become liable to do so.

              


      

       

      
        	
                1.6

              	
                There
                  will not at Completion be any Encumbrance over any issued or unissued
                  shares in the capital of the Company and there is no subsisting
                  agreement
                  to create any such Encumbrance.

              


      

       

      
        	
                1.7

              	
                No
                  share in the capital of the Company has been allotted at a discount
                  or
                  otherwise than as fully paid.

              


      

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      
        	2	
                THE
                  COMPANY AND THE SUBSIDIARY
                  UNDERTAKING

              


      

       

      
        	
                2.1

              	
                Save
                  for the Subsidiary Undertaking, the Company has no interest in
                  nor is it
                  under a subsisting obligation to acquire any interest in any shares,
                  debentures or other securities of any other body
                  corporate.

              


      

       

      
        	
                2.2

              	
                The
                  details shown in Parts 1 and 2 of Schedule 2 relating to the Company
                  and
                  the Subsidiary Undertaking are accurate and complete in all
                  respects.

              


      

       

      
        	
                2.3

              	
                A
                  true and complete copy of the Accounts and of the memorandum and
                  articles
                  of association of the Company and the Subsidiary Undertaking are
                  annexed
                  to the Disclosure Letter.

              


      

       

      
        	
                2.4

              	
                The
                  whole of the issued share capital of the Subsidiary Undertaking
                  is
                  beneficially owned by the Company free from any
                  Encumbrance.

              


      

       

      
        	
                2.5

              	
                The
                  Subsidiary Undertaking has never been a subsidiary of any body
                  corporate
                  other than the Company and the Company has never been a subsidiary
                  of any
                  body corporate.

              


      

       

      
        	
                2.6

              	
                No
                  person is a shadow director of the Company or the Subsidiary Undertaking
                  who is not treated as a director for all the purposes of the
                  Act.

              


      

       

      
        	3	
                AUTHORITY
                  AND CAPACITY OF THE SELLERS

              


      

       

      
        	
                3.1

              	
                Each
                  of the Sellers has all necessary right, power and authority to
                  enter into
                  and perform its obligations under this Agreement and each document
                  to be
                  executed at or before Completion.

              


      

       

      
        	
                3.2

              	
                This
                  Agreement constitutes (or will when executed constitute) binding
                  and
                  enforceable obligations on the Sellers in accordance with its
                  terms.

              


      

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      
        	4	
                THE
                  ACCOUNTS 

              


      

       

      
        	4.1	
                The
                  Accounts:

              


      

       

      
        	
              	4.1.1	
                have
                  been were prepared under the historical cost
                  convention;

              


      

       

      
        	 	
                4.1.2

              	
                have
                  been prepared in accordance with applicable Statements of Standard
                  Accounting Practice, Financial Reporting Standards, statements
                  from the
                  Urgent Issues Task Force, other generally accepted accounting practices
                  in
                  the United Kingdom and the Act;

              


      

       

      
        	 	
                4.1.3

              	
                are
                  not affected by any material unusual or non-recurring items and
                  do not
                  include material transactions not normally undertaken by the
                  Company;

              


      

       

      
        	 	
                4.1.4

              	
                make
                  full provision or reserve for all actual liabilities and contain
                  proper
                  provision or reserve for all contingent liabilities or capital
                  or
                  burdensome commitments.

              


      

       

      
        	
                4.2

              	
                The
                  Accounts give a true and fair view of the state of affairs of the
                  Company
                  as at the end of each financial year to which they relate and of
                  its
                  profit or loss for the period ended on that
                  date.

              


      

       

      
        	
                4.3

              	
                Since
                  their incorporation, neither the Company nor the Subsidiary Undertaking
                  have engaged auditors.

              


      

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      
        	5	
                BORROWINGS
                  AND BANK ACCOUNTS

              


      

       

      
        	
                5.1

              	
                Neither
                  the Company nor the Subsidiary Undertaking will not at Completion
                  have
                  outstanding any borrowing or indebtedness, in the nature of borrowing,
                  including any bank overdraft.

              


      

       

      
        	
                5.2

              	
                There
                  are no Encumbrances over the assets of either of the Company or
                  the
                  Subsidiary Undertaking.

              


      

       

      
        	6	
                POSITION
                  SINCE THE ACCOUNTS DATE

              


      

       

      
        	6.1	
                Since
                  the Accounts Date:

              


      

       

      
        	 	
                6.1.1

              	
                no
                  resolution of the Company or the Subsidiary Undertaking in general
                  meeting
                  has been passed;

              


      

       

      
        	 	
                6.1.2

              	
                no
                  change in the accounting reference period of the Company or the
                  Subsidiary
                  Undertaking has been made; 

              


      

       

      
        	 	
                6.1.3

              	
                save
                  as referred to in the Disclosure Letter, neither the Company nor
                  the
                  Subsidiary Undertaking has declared or paid any
                  dividend;

              


      

       

      
        	
              	
                6.1.4

              	
                the
                  business of the Company and the Subsidiary Undertaking has been
                  carried on
                  in the ordinary and usual course, without any material interruption
                  or
                  alteration in its nature, scope or manner, and so as to maintain
                  the same
                  as a going concern; 

              


      

       

      
        	 	
                6.1.5

              	
                there
                  has been no material adverse change (nor is any material adverse
                  change
                  expected) in the turnover or profit margins or financial position
                  of the
                  Company or the Subsidiary Undertaking or in the assets or liabilities
                  of
                  the Company or the Subsidiary Undertaking as compared with the
                  position
                  disclosed by the Accounts and all amounts received by the Company
                  or the
                  Subsidiary Undertaking have been deposited with the Company's bankers
                  and
                  appear in the appropriate books of
                  account;

              


      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.1.6

              	
                neither
                  the Company nor the Subsidiary Undertaking has not borrowed or
                  raised any
                  money or taken any financial facility which exceeded £50,000;
                  and

              


      

       

      
        	 	
                6.1.7

              	
                neither
                  the Company nor the Subsidiary Undertaking has paid any bonuses
                  of any
                  kind.

              


      

       

      
        	
                6.2

              	
                The
                  IOI Revenues (as defined in Schedule 6) for 2007 are true, accurate
                  and
                  not misleading.

              


      

       

      
        	7	
                CONDUCT
                  OF BUSINESS

              


      

       

      
        	
                7.1

              	
                So
                  far as the Sellers are aware, the Company and its directors, officers,
                  employees and agents (during the course of their duties in relation
                  to the
                  Company) have complied in all material respects with all legislation
                  of
                  the United Kingdom applicable to the Company. 

              


      

       

      
        	
                7.2

              	
                The
                  Subsidiary Undertaking's only activity has been acting as marketing
                  agent
                  for the Company. The Subsidiary Undertaking has not entered into
                  any
                  contracts with customers and charges the Company for its services
                  on a
                  cost plus fee basis.

              


      

       

      
        	8	
                CONTRACTS
                  AND LIABILITIES, TERMS OF
                  TRADE

              


      

       

      
        	
                8.1

              	
                True
                  and complete copies of all of the material contracts or arrangements
                  entered into by the Company and/or the Subsidiary Undertaking that
                  remain
                  to be fulfilled as performed in whole or in part have been supplied
                  to the
                  Buyer.

              


      

       

      
        	
                8.2

              	
                In
                  the case of any contract entered into by the Company and/or the
                  Subsidiary
                  Undertaking and disclosed to the Buyer as having been entered into
                  orally,
                  such contracts are believed to be valid; no party to any such contract
                  has
                  given any indication that the terms of such contract are different
                  from
                  the Company's and/or Subsidiary Undertakings then current standard
                  terms;
                  that such contracts have been invoiced in accordance with the then
                  current
                  standard terms and no client of the Company and/or the Subsidiary
                  Undertaking has failed to make payment as though it had entered
                  into a
                  contract on the Company's or the Subsidiary Undertakings then current
                  standard terms. 

              


      

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

    

    
      	
              8.3

            	
              Neither
                the Company nor the Subsidiary Undertaking has received any claim
                or
                assertion that any limitations of liability clause in the Company's
                or the
                Subsidiary Undertaking's contracts entered into with their clients
                before
                Completion is invalid, void or voidable.


            


    

     

    Contracts

     

    
      	
              8.4

            	
              Neither
                the Company nor the Subsidiary Undertaking is a party to any mortgage,
                charge, lien or debenture; any contract of guarantee, indemnity or
                suretyship; any joint venture, partnership or consortium agreement
                or
                arrangement; any agency or distributorship agreement; any contract
                which
                is not on an arm's-length basis.

            


    

     

    
      	
              8.5

            	
              No
                power of attorney has been granted by the Company or the Subsidiary
                Undertaking which may be effective or in force at any time after
                the date
                of this Agreement.

            


    

     

    Validity
      of Agreements

     

    
      	
              8.6

            	
              Neither
                the Company nor the Subsidiary Undertaking is in default under, or
                has
                knowingly committed any breach of any of the terms of or done, or
                omitted
                to do, anything whereby any agreement, instrument or arrangement
                to which
                it is a party is liable to be prematurely terminated, rescinded,
                avoided
                or terminated by any other party, or whereby the terms of such agreement,
                instrument or arrangement are liable to be altered without the consent
                and
                to the detriment of the Company or the Subsidiary Undertaking and
                no
                threat or claim of any such default or breach or notice of termination
                has
                been made or given and is outstanding against the Company or the
                Subsidiary Undertaking. 

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    
      	
              8.7

            	
              No
                party to any agreement with, or under an obligation to, the Company
                or the
                Subsidiary Undertaking is in default under such agreement or obligation,
                and there are no circumstances known to give rise to such a default.
                

            


    

     

    
      	
              8.8

            	
              The
                Company has existing agreements with all of its clients and such
                agreements are in full force and
                effect.

            


    

     

    
      	9	
              BOOKS,
                RECORDS AND RETURNS

            


    

     

    
      	
              9.1

            	
              The
                register of members, minute books, other statutory books and registers
                and
                all other records required to be kept by the Company under the applicable
                laws and regulations of England and Wales are in the possession and
                ownership or under the control of the Company, have been properly
                kept in
                all material respects and are up-to-date in all material
                respects.

            


    

     

    
      	
              9.2

            	
              No
                claim has been made that any of the books, registers and records
                referred
                to in paragraph 9.1 of this Part 1 of Schedule 3 is incorrect or
                should be
                rectified.

            


    

     

    
      	
              9.3

            	
              So
                far as the Sellers are aware (but without having made any enquiries
                with
                regard to the requirements of the United States), all returns,
                particulars, resolutions and other documents required by the applicable
                laws and regulations of England and Wales or the United States to
                be given
                or delivered by the Company to the registrar of companies or any
                other
                governmental, regulatory or other authority of competent jurisdiction
                have
                been correctly made up and duly given or delivered in all material
                respects.

            


    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    
      	10	
              LITIGATION

            


    

     

    
      	
              10.1

            	
              So
                far as the Sellers are aware, neither the Company nor the Subsidiary
                Undertaking is engaged in any litigation, arbitration, mediation,
                conciliation, expert determination, adjudication or other dispute
                resolution process, whether as claimant or defendant or in any other
                capacity.

            


    

     

    
      	
              10.2

            	
              So
                far as the Sellers are aware, there are no dispute resolution processes,
                proceedings and other processes or disputes such as are referred
                to in
                paragraph 10.1 pending or threatened by or against the Company or
                the
                Subsidiary Undertaking, and, so far as the Sellers are aware, there
                are no
                circumstances which might give rise to any such dispute resolution
                processes, proceedings and other processes or disputes against the
                Company
                or the Subsidiary Undertaking or against any person for whose acts
                or
                defaults the Company or the Subsidiary Undertaking may be vicariously
                liable or whom the Company or the Subsidiary Undertaking is liable
                to
                indemnify.

            


    

     

    
      	
              10.3

            	
              There
                is no unsatisfied judgement, order or decree of any court or any
                governmental agency outstanding against the Company or the Subsidiary
                Undertaking or which may have an adverse affect upon the Company
                or the
                Subsidiary Undertaking or the whole or part of its business, operations
                assets or liabilities.

            


    

     

    
      	11	
              LIABILITIES

            


    

     

    Neither
      the Company nor the Subsidiary Undertaking will at Completion have any material
      liabilities (actual or contingent) other than (i) those which have arisen in
      the
      ordinary course of business; (ii) those which are provided for in the Accounts
      to the extent that they are actual liabilities and (iii) as set out in the
      Disclosure Letter. 

     

    
      	12	
              EMPLOYEES

            


    

     

    
      	12.1	
              The
                Disclosure Letter contains complete and accurate details
                of:

            


    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    
      	 	
              12.1.1

            	
              all
                officers, employees and consultants of the Company and the Subsidiary
                Undertaking;

            


    

     

    
      	 	
              12.1.2

            	
              all
                individuals to whom the Company or the Subsidiary Undertaking has
                made an
                offer of employment or consultancy;


            


    

     

    
      	 	
              12.1.3

            	
              all
                employees of the Company or the Subsidiary Undertaking who may have
                a
                right to return following leave for maternity, incapacity or any
                other
                absence; and

            


    

     

    
      	 	
              12.1.4

            	
              the
                job title of all employees and all remuneration payable and other
                benefits
                which the Company and/or the Subsidiary Undertaking is obliged to
                provide
                (whether now or in the future) to each of its officers, employees
                and
                consultants, or former officers, employees or consultants including
                particulars of all commission, incentive, profit sharing, bonus and
                share
                option schemes which the Company and/or the Subsidiary Undertaking
                has
                operated whether contractually binding on it or not together with
                the
                entitlement to notice of employees and consultants and the length
                of
                continuous employment of employees for the purposes of the Employment
                Rights Act 1996. 

            


    

     

    
      	12.2	
              No
                remuneration or other sum whatsoever is due from the Company or the
                Subsidiary Undertaking to any officer, employee or consultant or
                former
                officer, employee or consultant other than the outstanding part of
                any
                current salaries, commissions and fees which are payable to the present
                officers, employees and consultants.


            


    

     

    
      	12.3	
              No
                variation to any of the terms of employment or consultancy listed
                in the
                Disclosure Letter have been agreed or offered by the Company and/or
                the
                Subsidiary Undertaking and no increases in fees, salaries, wages,
                pension
                contributions or other benefits have been paid or are payable to
                any
                officer, employee or consultant of the Company or the Subsidiary
                Undertaking since the Accounts Date nor has there been any negotiation
                for
                such an increase, nor any notification of any demand for such an
                increase
                on behalf of any officer, employee or consultant.
                

            


    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    
      	12.4	
              The
                Company and the Subsidiary Undertaking have, in relation to each
                of its or
                their officers, employees and
                consultants:

            


    

     

    
      	 	
              12.4.1

            	
              materially
                complied with its or their statutory and contractual
                obligations;

            


    

     

    
      	 	
              12.4.2

            	
              maintained
                complete and materially accurate records;
                and

            


    

     

    
      	 	
              12.4.3

            	
              conducted
                adequate immigration checks;

            


    

     

    
      	12.4.4	
              None
                of the employees of the Company or the Subsidiary Undertaking has
                given
                notice terminating his or her contract of employment or engagement,
                and
                none of the employees of the Company or the Subsidiary Undertaking
                is
                under notice of dismissal.

            


    

     

    
      	12.4.5	
              No
                dispute has arisen within the last two years between the Company
                and/or
                the Subsidiary Undertaking and any of its employees or former employees
                and there are no present circumstances which are likely to give rise
                to
                any such dispute.

            


    

     

    
      	13	
              PENSIONS
                AND OTHER BENEFITS

            


    

     

    Neither
      the Company nor the Subsidiary Undertaking has ever agreed to establish,
      sponsored, participated in or contributed to any arrangement (whether or not
      closed, funded or approved) for providing pensions or other benefits on, or
      in
      anticipation of, the retirement, death, accident or sickness of any current
      or
      former director or employee of the Company and/or the Subsidiary Undertaking,
      nor has it agreed or announced any proposal to enter into or establish any
      such
      arrangement.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    
      	14	
              PROPERTY

            


    

     

    
      	 	
              Neither
                the Company nor the Subsidiary Undertaking have owned, used or occupied
                any property other than the
                Property.

            


    

     

    
      	15	
              INSOLVENCY
                WINDING UP ETC

            


    

     

    
      	
              15.1

            	
              No
                order has been made, petition presented, resolution passed or meeting
                convened for the winding up of the Company and/or the Subsidiary
                Undertaking. 

            


    

     

    
      	
              15.2

            	
              No
                petition has been presented for an administration order to be made
                in
                relation to the Company and/or the Subsidiary Undertaking, nor has
                any
                such order been made. 

            


    

     

    
      	
              15.3

            	
              No
                receiver (including an administrative receiver) has been appointed
                of the
                whole or any part of any of the property, assets and/or undertaking
                of the
                Company and/or the Subsidiary
                Undertaking.

            


    

     

    
      	
              15.4

            	
              No
                composition in satisfaction of the debts of the Company and/or the
                Subsidiary Undertaking, or scheme of arrangement of its affairs,
                or
                compromise or arrangement between it and its creditors and/or members
                or
                any class of its creditors and/or members, has been proposed, sanctioned
                or approved.

            


    

     

    
      	
              15.5

            	
              No
                distress, distraint, charging order, garnishee order, execution or
                other
                process has been levied or applied for in respect of the whole or
                any part
                of any of the property, assets and/or undertaking of the Company
                and/or
                the Subsidiary Undertaking.

            


    

     

    
      	
              15.6

            	
              No
                event has occurred causing, or which upon intervention or notice
                by any
                third party may cause, any floating charge created by the Company
                and/or
                the Subsidiary Undertaking to crystallise or any charge created by
                it to
                become enforceable, nor has any such crystallisation occurred nor
                is such
                enforcement in process.

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    
      	
              15.7

            	
              In
                relation to any property or assets held by the Company and/or the
                Subsidiary Undertaking under any hire purchase, conditional sale,
                chattel
                leasing or retention of title agreement or otherwise belonging to
                a third
                party, no event has occurred which entitles, or which upon intervention
                or
                notice by a third party may entitle, the third party to repossess
                the
                property or assets concerned or terminate the agreement or any licence
                in
                respect of the same. 

            


    

     

    
      	
              15.8

            	
              Each
                of the Company and the Subsidiary Undertaking is able to pay its
                debts
                within the meaning of section 123(1)(e) or section 123(2) of the
                Insolvency Act 1986.

            


    

     

    
      	
              15.9

            	
              Neither
                the Company nor the Subsidiary Undertaking has been party to any
                transaction with any third party or parties which, in the event of
                any
                such third party going into liquidation or an administration order
                or a
                bankruptcy order being made in relation to it or him, would constitute
                (in
                whole or in part) a transaction at an undervalue, a preference, an
                invalid
                floating charge or an extortionate credit transaction or part of
                a general
                assignment of debts, under sections 238 to 245 (inclusive) and sections
                339 to 344 (inclusive) of the Insolvency Act 1986.
                

            


    

     

    
      	15.10	
              None
                of the persons who at present is, or who at any time within the last
                three
                years was, a director or officer of the Company and/or the Subsidiary
                Undertaking is, or at any material time was, subject to any
                disqualification order under the Act (or the acts which it replaced
                or
                consolidated), the Insolvency Act 1985 or the Company Directors
                Disqualification Act 1986.

            


    

     

    
      	
              16

            	
              INTELLECTUAL
                PROPERTY

            


    

     

    
      	16.1	
              Complete
                and accurate particulars are set out in the Disclosure Letter of
                all
                registered Intellectual Property Rights (including applications for
                such
                rights) and material unregistered Intellectual Property Rights owned,
                used
                or held for use by the Company and the Subsidiary
                Undertaking.

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    
      	16.2	
              Complete
                and accurate particulars are set out in the Disclosure Letter of
                all
                licences, agreements, authorisations and permissions (in whatever
                form and
                whether express of implied) under
                which:

            


    

     

    
      	 	
              16.2.1

            	
              the
                Company or the Subsidiary Undertaking uses or exploits Intellectual
                Property Rights owned by any third party;
                or

            


    

     

    
      	 	
              16.2.2

            	
              the
                Company or the Subsidiary Undertaking has licensed or agreed to license
                Intellectual Property Rights to, or otherwise permitted the use of
                any
                Intellectual Property Rights by, any third
                party.

            


    

     

    
      	16.3	
              Except
                as set out in the Disclosure Letter, the Company or the Subsidiary
                Undertaking is the sole legal and beneficial owner of (or applicant
                for)
                the Intellectual Property Rights set out in the Disclosure Letter,
                free
                from all Encumbrances.

            


    

     

    
      	16.4	
              The
                Company and the Subsidiary Undertaking do not require any Intellectual
                Property Rights other than those set out in the Disclosure Letter
                in order
                to carry on their activities.

            


    

     

    
      	16.5	
              The
                Intellectual Property Rights set out in the Disclosure Letter are
                valid,
                subsisting and enforceable and nothing has been done or not been
                done as a
                result of which any of them has ceased or might cease to be valid,
                subsisting or enforceable. In
                particular:

            


    

     

    
      	 	
              16.5.1

            	
              all
                application and renewal fees and other steps required for the maintenance
                or protection of such rights have been paid on time or
                taken;

            


    

     

    
      	 	
              16.5.2

            	
              all
                confidential information (including know-how and trade secrets) owned
                or
                used by the Company or the Subsidiary Undertaking has been kept
                confidential and has not been disclosed to third parties (other than
                parties who have signed written confidentiality undertakings in respect
                of
                such information, details of which are set out in the Disclosure
                Letter);

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    
      	 	
              16.5.3

            	
              so
                far as the Sellers are aware, no trade mark or domain name identical
                or
                similar to any such rights has been registered, or is being used
                by any
                person in the same or a similar business to that of the Company or
                the
                Subsidiary Undertaking, in any country in which the Company or the
                Subsidiary Undertaking has registered or is using that trade mark,
                or
                domain name; and

            


    

     

    
      	 	
              16.5.4

            	
              there
                are and have been no claims, challenges disputes or proceedings,
                pending
                or threatened, in relation to the ownership, validity or use of such
                rights.

            


    

     

    
      	16.6	
              Nothing
                is due to be done within 30 days of Completion the omission of which
                would
                jeopardise the maintenance or prosecution of any of the Intellectual
                Property Rights owned or used by the Company or the Subsidiary Undertaking
                that are registered or the subject of an application for registration.
                

            


    

     

    
      	16.7	
              So
                far as the Seller's are aware, there has been no infringement by
                any third
                party of any of the Intellectual Property Rights set out in the Disclosure
                Letter, nor any third party breach of confidence, passing off or
                actionable act of unfair competition in relation to the business
                and
                assets of the Company or the Subsidiary Undertaking, and no such
                infringement, breach of confidence, passing off or actionable act
                of
                unfair competition is current or
                anticipated.

            


    

     

    
      	16.8	
              The
                Sellers warrant on an ongoing basis with respect to the Sellers'
                Intellectual Property owned by them, that, at the Completion Date
                that the
                Seller's Intellectual Property:

            


    

     

    
      	 	
              16.8.1

            	
              has
                not been copied wholly or substantially from any other source, and
                that
                the use by the Company, the Subsidiary Undertaking or the Seller
                of the
                rights assigned to it will not infringe the rights of any third party;
                and
                

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    
      	 	
              16.8.2

            	
              have
                not been licensed or assigned to any third
                party.

            


    

     

    
      	16.9	
              The
                agreements and licences set out in the Disclosure
                Letter:

            


    

     

    
      	
            	16.9.1	
              are
                valid and binding;

            


    

     

    
      	 	
              16.9.2

            	
              have
                not been the subject of any breach or default by any party or of
                any event
                which, with the giving of notice or lapse of time, would constitute
                a
                default; and

            


    

     

    
      	 	
              16.9.3

            	
              are
                not the subject of any claim, dispute or proceeding, pending or
                threatened.

            


    

     

    
      	16.10	
              A
                Change of Control of the Company or the Subsidiary Undertaking will
                not
                result in the termination of or materially affect any of the Intellectual
                Property Rights set out in the Disclosure
                Letter.

            


    

     

    
      	16.11	
              The
                activities of the Company and the Subsidiary Undertaking and of any
                licensee of Intellectual Property Rights granted by the Company or
                any of
                the Subsidiaries:

            


    

     

    
      	 	
              16.11.1

            	
              have
                not infringed, do not infringe and are not likely to infringe the
                Intellectual Property Rights of any third party;
                or

            


    

     

    
      	 	
              16.11.2

            	
              have
                not constituted, do not constitute and are not likely to constitute
                any
                breach of confidence, passing off or act of unfair competition;
                or

            


    

     

    
      	 	
              16.11.3

            	
              have
                not given and do not give rise to any obligation to pay any royalty,
                fee,
                compensation or any other sum
                whatsoever.

            


    

     

    
      	
              17

            	
              INFORMATION
                TECHNOLOGY

            


    

     

    
      	17.1	
              The
                definitions in this paragraph apply in this
                agreement.

            


    

     

    IT
      System:
      all
      computer hardware (including network and telecommunications equipment) and
      software (including associated user manuals and other related documentation)
      owned, used, leased or licensed by or to the Company or the Subsidiary
      Undertaking.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    IT
      Contracts:
      all
      arrangements and agreements under which any third party provides any element
      of,
      or services relating to, the IT System, including leasing, hire purchase,
      licensing, maintenance and services agreements.

     

    
      	17.2	
              Complete
                and accurate particulars of the IT System and all IT Contracts are
                set out
                in the Disclosure Letter.

            


    

     

    
      	17.3	
              Except
                as provided in the IT Contracts, the Company and the Subsidiary
                Undertaking own the IT System free from Encumbrances. The Company
                and the
                Subsidiary Undertaking have obtained all necessary rights from third
                parties to enable them to make exclusive and unrestricted use of
                the IT
                System.

            


    

     

    
      	17.4	
              The
                IT Contracts are valid and binding and no act or omission has occurred
                that would constitute a breach of any such
                contract.

            


    

     

    
      	17.5	
              There
                are and have been no claims, disputes or proceedings arising or threatened
                under any IT Contracts.

            


    

     

    
      	17.6	
              None
                of the IT Contracts is liable to be terminated or materially affected
                by a
                Change of Control of the Company and/or the Subsidiary
                Undertaking.

            


    

     

    
      	17.7	
              The
                elements of the IT System:

            


    

     

    
      	 	
              17.7.1

            	
              are
                functioning properly and materially in accordance with all applicable
                specifications;

            


    

     

    
      	 	
              17.7.2

            	
              have
                not been materially defective or materially failed to function during
                the
                last 2 years;

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    
      	 	
              17.7.3

            	
              have
                sufficient capacity and performance to meet the current and foreseeable
                business requirements of the Company and the Subsidiary Undertaking
                subject to the matters identified in the model attached as Appendix
                1;
                and

            


    

     

    
      	 	
              17.7.4

            	
              have
                been satisfactorily and regularly maintained and the IT System has
                the
                benefit of appropriate maintenance and support
                agreements.

            


    

     

    
      	17.8	
              The
                Company and the Subsidiary Undertaking have implemented appropriate
                procedures, for ensuring the integrity and security of the IT System
                and
                the confidentiality and integrity of all data stored in
                it.

            


    

     

    
      	17.9	
              The
                Company and the Subsidiary Undertaking have in place a disaster recovery
                plan which is documented. A copy of the plan is attached to the Disclosure
                Letter.

            


    

     

    
      	
              18

            	
              DATA
                PROTECTION

            


    

     

    
      	
              18.1

            	
              No
                personal data have been transferred outside the European Economic
                Area.

            


    

     

    
      	18.2	
              The
                Company and the Subsidiary Undertaking
                have:

            


    

     

    
      	 	
              18.2.1

            	
              complied
                in all respects with the Data Protection Act 1984 and the Data Protection
                Act 1998 (together, the "Act");
                and

            


    

     

    
      	 	
              18.2.2

            	
              so
                far as the Sellers are aware but without having made any further
                enquiries, established the procedures necessary to ensure continued
                compliance with such legislation.

            


    

     

    
      	18.3	
              Neither
                the Company nor the Subsidiary Undertaking have received any notice
                or
                complaint under the Data Protection Act 1998 alleging non-compliance
                with
                the Act.

            


    

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    
      	18.4	
              The
                Company and the Subsidiary Undertaking have complied with their
                obligations under the Privacy and Electronic Communications (EC Directive)
                Regulations 2003 in respect of the use of electronic communications
                for
                direct marketing purposes. 

            


    

     

    
      	
              19

            	
              INSURANCES

            


    

     

    
      	
              19.1

            	
              Copies
                of all insurance policies maintained by the Company and the Subsidiary
                Undertaking are attached to the Disclosure
                Letter.

            


    

     

    
      	
              19.2

            	
              So
                far as the Sellers are aware, each of the insurance policies maintained
                by
                the Company or the Subsidiary Undertaking is valid and enforceable
                and is
                not void or voidable. So far as the Sellers are aware, the Company
                or the
                Subsidiary Undertaking has not done anything or omitted to do anything
                which might make of its insurance policies void or
                voidable.

            


    

     

    
      	
              19.3

            	
              No
                claim is outstanding under any of the insurance policies and so far
                as the
                Sellers are aware no matter exists which might give rise to a claim
                under
                any of the insurance policies.

            


    

     

    
      	
              20

            	
              INFORMATION
                SUPPLIED

            


    

     

    
      	 	
              All
                information contained in this Agreement and the Disclosure Letter is true
                and accurate in all material
                respects.

            


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    Part
      2

    


    Limitations
      on Sellers' Liability

    


    
      	1.	
              Financial
                Limits

            


    

     

    
      	1.1	
              The
                Sellers shall not be liable in respect of any Warranty Claim or Tax
                Covenant Claim except to the extent that they have a liability in
                respect
                of that Warranty Claim or Tax Covenant Claim in excess of £2,500,
                excluding any liability for costs and interest, in which event, subject
                to
                paragraph 1.2, the Buyer shall be entitled to claim the whole amount
                of
                such Warranty Claim or Tax Covenant Claim and not merely the
                excess. 

            


    

     

    
      	1.2	
              The
                Sellers shall not be liable in respect of any Warranty Claim (but
                excluding any Warranty Claim in respect of breach of any of the Tax
                Warranties) unless they have an aggregate liability in respect of
                all such
                Warranty Claims (excluding all Warranty Claims for which the Sellers
                have
                no liability by reason of paragraph 1.1 and excluding any Warranty
                Claim
                in respect of breach of any of the Tax Warranties) in excess of £2,500,
                excluding any liability for costs and interest,
                in which event the Buyer shall be entitled to claim the whole amount
                of
                such Warranty Claim and not merely the
                excess.

            


    

     

    
      	1.3	
              The
                Sellers shall not be liable in respect of any Warranty Claim in respect
                of
                breach of any of the Tax Warranties or Tax Covenant Claim unless
                they have
                an aggregate liability in respect of all such Warranty Claims (excluding
                all Warranty Claims for which the Sellers have no liability by reason
                of
                paragraph 1.1) and Tax Covenant Claims in excess of £2,500, excluding any
                liability for costs and interest, in which event the Buyer shall
                be
                entitled to claim the whole amount of such Warranty Claim and/or
                such Tax
                Covenant Claim and not merely the
                excess.

            


    


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    
      	1.4	
              For
                the purposes of this paragraph 1, a Warranty Claim which is based
                on more
                than one event or circumstance, each of which would separately give
                rise
                to a Warranty Claim, shall be treated as a separate Warranty Claim,
                as the
                case may be, in respect of each event or circumstance but for the
                avoidance of doubt a number of Warranty Claims arising out of the
                same
                circumstances shall be treated as a single Warranty Claim provided
                that
                the Buyer shall not be entitled to recover Losses in respect of any
                Warranty Claim where to do so would involve recovery more than once
                in
                respect of the same loss or damage.

            


    

     

    
      	1.5	
              The
                aggregate liability of the Founders for all Warranty Claims and Tax
                Covenant Claims, any liability for costs and interest, shall not
                exceed
                the Consideration paid and payable to the Founders. The liability of
                each of Matthew Barkway and Andrew Southon for all Warranty Claims
                and Tax
                Covenant Claims, any liability for costs and interest shall not to
                each of
                them exceed the Consideration paid and
                payable.

            


    

     

    
      	2.	
              Notices

            


    

     

    
      If
        the
        Buyer
        becomes aware of any matter giving rise or likely to give rise to a Warranty
        Claim, save for a Warranty Claim for breach of any of the Tax Warranties,
        it
        shall give written notice to the Sellers as soon as reasonably practicable,
        and
        in any event on or before the date falling [**] after the date on which the
        Buyer becomes aware of that matter and that it gives rise or is likely to
        give
        rise to a Warranty Claim, specifying the matter in reasonable detail and
        the
        nature and a reasonable estimate of the amount of the Warranty Claim or likely
        Warranty Claim.

    

     

    
      	3.	
              Time
                Limits

            


    

     

    
      	3.1	
              The
                Sellers shall not be liable in respect of any Warranty Claim unless
                notice
                of that Warranty Claim is given in accordance with paragraph 2, or
                paragraph 7 of Part 1 of Schedule 4 in the case of a Warranty claim
                for
                breach of any of the Tax Warranties, and in the case of a Warranty
                Claim,
                is received by them:

            


    


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    
      	 	
              3.1.1

            	
              on
                or before the expiry of [**] from the Completion Date in the case
                of a
                Warranty Claim for breach of any of the Warranties other than the
                Tax
                Warranties;

            


    

     

    
      	 	
              3.1.2

            	
              on
                or before the [**] anniversary of the Accounts Date in the case of
                a
                Warranty Claim for breach of the Tax
                Warranties.

            


    

     

    
      	
              3.2

            	
              Where
                notice has been given in respect of any Warranty Claim, save for
                a
                Warranty Claim for breach of any of the Tax Warranties, then that
                Warranty
                Claim shall be deemed to have been irrevocably withdrawn and lapsed
                unless
                proceedings in respect of that claim have been issued and served
                on the
                Sellers not later than the expiry of [**] from the date of that notice
                or
                the Warranty Claim is satisfied, settled or withdrawn before that
                date.

            


    

     

    
      	
              3.3

            	
              Where
                notice has been given in respect of any Warranty Claim for breach
                of any
                of the Tax Warranties then that Warranty Claim shall be deemed to
                have
                been irrevocably withdrawn and lapsed unless proceedings
                in respect of that claim have been issued and served on the Sellers
                not
                later than [**] or the Warranty Claim is satisfied, settled or withdrawn
                before that date.

            


    

     

    
      	
              4.

            	
              Exclusion
                of liability: general 

            


    

     

    
      	4.1	
              The
                Sellers shall not be liable in respect of any Warranty Claim to the
                extent
                that the matter giving rise to such Warranty
                Claim:

            


    

     

    
      	 	
              4.1.1

            	
              is
                fairly disclosed in the Disclosure Letter or in any of the documents
                attached to the Disclosure Letter;
                or

            


    


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    
      	 	
              4.1.2

            	
              was
                within the actual or constructive knowledge of the Buyer, the Buyer's
                Solicitors or KPMG LLP at the date of this
                Agreement.

            


    

     

    
      	4.2	
              The
                Sellers shall not be liable (or such liability shall be reduced)
                in
                respect of a Warranty Claim to the extent that there is specific
                provision
                or reference in the Accounts or reasonable details apparent on the
                face of
                the Accounts in respect of the matter relating to the subject of
                the
                Warranty Claim.

            


    

     

    
      	4.3	
              The
                Sellers shall not be liable in respect of a Warranty Claim to the
                extent
                that the matter giving rise to the Warranty Claim results
                from: 

            


    

     

    
      	 	
              4.3.1

            	
              any
                act or omission before Completion carried out or omitted at the request
                or
                with the express written approval of the Buyer;
                or

            


    

     

    
      	 	
              4.3.2

            	
              any
                change after Completion in the accounting policies or practices used
                in
                preparing the Accounts; or

            


    

     

    
      	 	
              4.3.3

            	
              any
                reorganisation or change after Completion in the ownership of the
                Shares;
                or

            


    

     

    
      	 	
              4.3.4

            	
              any
                act, event, occurrence or omission after the date of this Agreement
                compelled by law, or from the enactment, amendment or change in the
                interpretation after that date, of any statute, regulation or practice
                of
                any governmental, regulatory or other body, including a Tax Authority,
                whether or not having retrospective effect, or any change after the
                date
                of this Agreement in the rate of
                Taxation.

            


    

     

    
      	4.4	
              The
                Sellers shall not be liable in respect of any Warranty Claim, save
                for a
                Warranty Claim for breach of any of the Tax Warranties, to the extent
                that
                the matter giving rise to the Warranty Claim constitutes a contingent
                liability of the Company or the
                Subsidiary Undertaking or relates to a liability which is not capable
                of
                being quantified until such liability becomes an actual liability
                of the
                Company or the Subsidiary Undertaking or becomes capable of being
                quantified and, in either case, as long as any Warranty Claim arising
                by
                reason of a contingent liability has been notified to the
                Sellers
                in
                accordance with paragraph 2 then paragraph 3 shall be amended in
                relation
                to such Warranty Claim so as to require that legal proceedings be
                commenced prior to the later of the expiry of [**] from the date
                on which
                the liability ceases to be contingent and the expiry of [**] from
                the
                Completion Date. 

            


    

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    
      	
              5.

            	
              Conduct
                of Claims

            


    

     

    
      	5.1	
              If
                the Buyer or the Company becomes aware of any matter which it believes
                would or might give rise to a Warranty Claim (taking no account of
                paragraph 1.2 for these purposes) and the Buyer or the Company has
                a right
                to make recovery or claim indemnity from any third party (including
                under
                any policy of insurance) in relation to that matter, then the Buyer
                shall
                promptly notify the Sellers of the
                right.

            


    

     

    
      	5.2	
              If
                any sum is paid by or on behalf of the Sellers in satisfaction of
                a
                Warranty Claim, and the Buyer or the Company has or subsequently
                acquires
                a right to make recovery or claim indemnity from any third party
                (including under any policy of insurance) in respect of the matter
                giving
                rise to that Warranty Claim, the Buyer shall promptly notify the
                Sellers
                of the right.

            


    

     

    
      	5.3	
              The
                Buyer shall have conduct of any and all litigation or negotiation
                provided
                that it shall continue to consult with the Sellers with respect to
                the
                matter in question.

            


    

     

    
      	5.4	
              If
                there is any dispute between the Sellers and the Buyer as to whether
                liability in respect of any third party claim should be admitted
                or
                whether that claim should be settled or compromised, liability shall
                not
                be admitted, and that claim shall not be settled or comprised, other
                than
                in accordance with the provisions of this paragraph. Any such dispute
                shall be referred to leading counsel agreed between the Sellers and
                the
                Buyer or, in default of agreement on or before the date falling [**]
                after
                the date on which an individual is first proposed for the purpose
                by
                either the Sellers or the Buyer, by the President for the time being
                of
                the Law Society of England and Wales on the application of either
                the
                Sellers or the Buyer. Any individual to whom a dispute is so referred
                shall be instructed in writing to give a written opinion, as soon
                as is
                reasonably practicable, as to which of the courses of conduct proposed
                by
                the Buyer and by the Sellers is most likely to result in the third
                party
                claim being agreed, settled or compromised at the least cost to the
                Sellers. The decision of counsel (who shall act as expert and not
                as
                arbitrator) shall be final and binding on the Buyer and the Sellers
                for
                all purposes. Counsel's fees and expenses shall be borne by the Sellers
                and the Buyer as counsel may determine in his sole discretion or,
                if no
                such determination is made, by the Sellers and the Buyer in equal
                shares.
                The parties shall then implement counsel's decision as soon as is
                reasonably practicable.

            


    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    
      	5.5	
              To
                the extent that the Buyer or the Company receives any sum or other
                benefit
                by reason of the enforcement of any rights such as are referred to
                in
                paragraphs 5.1 or 5.2, then either the Sellers' liability in relation
                to
                such Warranty Claim or potential Warranty Claim shall be reduced
                by the
                Amount Recovered, or if any sum has already been paid by or on behalf
                of
                the Sellers in satisfaction of a Warranty Claim, then the Buyer shall
                pay
                the Amount Recovered to the Sellers on or before the date falling
                five
                Business Days after the date on which that receipt or saving is made.
                For
                the purposes of paragraph 1.2 of this schedule, the Sellers shall
                be
                deemed never to have been liable to the Buyer in respect of the Amount
                Recovered.

            


    

     

    
      	5.6	
              For
                the purposes of paragraph 5.5 of this schedule, the "Amount
                Recovered"
                shall be equal to so much of the sum or benefit received by reason
                of the
                enforcement of any rights such as are referred to in paragraphs 5.1
                or 5.2
                as does not exceed the amount claimed by the Buyer in relation to
                such
                Warranty Claim or (as the case may be) the payment by or on behalf
                of the
                Sellers in satisfaction of the relevant Warranty Claim, less any
                Taxation
                payable by the Buyer or the Company in respect of that receipt and
                less
                all reasonable costs and expenses of the Buyer and the Company in
                recovering that receipt or
                saving.

            


    


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    
      	6.	
              Sellers'
                rights to information 

            


    

     

    If
      the
      Buyer gives notice under paragraph 2 the Buyer shall and shall ensure that
      the
      Company shall allow
      the
      Sellers and their duly authorised representatives and advisers access during
      normal business hours to any relevant records or information of the Company
      and
      the Subsidiary Undertaking which relate to the period prior to Completion and
      those representatives and advisers to make copies (at the Sellers' cost) of
      those records and information.

     

    
      	7.	
              Remedies 

            


    

     

    The
      Buyer
      irrevocably and unconditionally waives any right it may have to rescind this
      Agreement for any non-fraudulent misrepresentation, whether or not contained
      in
      this Agreement.

     

    
      	8.	
              Relief

            


    

     

    
      	8.1	
              The
                amount of any Warranty Claim shall take into account the relief from
                Taxation arising by virtue of the loss or damage in respect of which
                the
                Warranty Claim was made.

            


    

     

    
      	8.2	
              Nothing
                in this Agreement shall derogate from the Buyer's obligation to mitigate
                any loss which it suffers in consequence of a breach of the
                Warranties.

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    
      	8.3	
              The
                Buyer for itself and the Buyer's Group warrants and represents to
                the
                Sellers (and accepts that the Sellers are relying upon this warranty
                and
                representation in entering into this Agreement) neither it nor any
                of its
                agents or advisers, from the written information provided to it by
                the
                Sellers, is aware, as of the date of this Agreement, of any matter
                or
                thing which it knows to be inconsistent with the Warranties or to
                constitute a breach of the
                Warranties.

            


    

     

    
      	9.	
              Tax
                Warranty Claims

            


    

     

    The
      provisions of paragraphs 6 (Recovery from Other Persons) and 7 (Conduct of
      Tax
      Affairs) of Part 1 of Schedule 4 shall mutatis mutandi apply to any claim for
      breach of the Tax Warranties as if set out in this schedule and, for these
      purposes, a "Potential Liability" shall include a potential liability for a
      claim for breach of Tax Warranty. 


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    Schedule
      4

     

    Part
      1

     

    Tax
      Covenants

     

    
      	
              1

            	
              Definitions
                and Interpretation

            


    

     

    
      	 	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Schedule:

     

    "Accounts
      Relief"
      means
      any Relief which has been treated as an asset in the Accounts or has been taken
      into account in reducing or eliminating any provision for deferred tax which
      appears or would, but for the presumed availability of such Relief, have
      appeared in the Accounts;

     

    "Event"
      means
      any event, occurrence, transaction, action or omission and without limitation
      includes the earning, receipt or accrual of any profit income or gain or
      distribution, failure to distribute, acquisition, disposal, transfer, payment,
      loan or advance, membership or ceasing to be a member of a group or VAT group,
      the death of any person, entering into this Agreement and Completion itself
      and:

     

    
      	 	
              1.1.1

            	
              any
                reference to an Event occurring shall include any Event which is
                deemed to
                have occurred; and

            


    

     

    
      	 	
              1.1.2

            	
              any
                reference to an Event occurring on or before a particular date shall
                include an Event which is deemed to have occurred on or before that
                date.
                

            


    

     

    "Group
      Relief"
      means
      any Relief surrendered or claimed pursuant to Chapter IV of Part X of the Taxes
      Act, advance corporation tax surrendered or claimed pursuant to section 240
      of
      the Taxes Act, any tax refund surrendered or claimed pursuant to section 102
      Finance Act 1989;


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    "Post
      Accounts Date Relief"
      means
      any Relief of or made available to any Group Company arising in respect of
      an
      Event occurring or period commencing after the Accounts Date;

     

    "Buyer
      Relief"
      means
      any Accounts Relief or Post Accounts Date Relief;

     

    "Relevant
      Amount"
      has the
      meaning set out in paragraph 5.3;

     

    "Relief"
      means
      any loss, relief (including group relief), allowance, exemption, set-off,
      deduction, right to repayment or credit or other relief of a similar nature
      in
      respect of any Tax or relevant to the computation of any income, profits or
      gains (or deemed income, profits or gains) for the purposes of any Tax and
      any
      right to a payment or other consideration for the surrender of group
      relief;

     

    
      	 	
              1.2

            	
              Construction.
                References to any English legal term for any action, remedy, method
                of
                judicial proceedings, legal document, legal status, court, official
                or any
                legal concept or thing shall in respect of any jurisdiction other
                than
                England be deemed to include what most nearly approximates in that
                jurisdiction to the English legal
                term.

            


    

     

    
      	 	
              1.3

            	
              Instalment
                payments of Tax.
                Any reference in this Schedule to a liability to or for Tax shall
                include
                a liability to make an instalment payment of
                Tax.

            


    

     

    
      	 	
              1.4

            	
              Deemed
                accounting period closure.
                For the purposes of determining any liability of the Sellers under
                paragraph 2 of this Schedule an accounting period of each Group Company
                shall be deemed to have closed on
                Completion.

            


    

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    
      	 	
              1.5

            	
              Meaning
                of "Indemnify".
                In this Schedule, unless otherwise specified, references to "indemnify"
                or "indemnifying"
                any person against any circumstance include indemnifying and keeping
                him
                harmless from all actions, claims and proceedings from time to time
                made
                against that person and all loss or damage and all payments, costs
                or
                expenses made or incurred by that person as a consequence of or which
                would not have arisen but for that
                circumstance.

            


    

     

    
      	 	
              1.6

            	
              Meaning
                of "75% subsidiary".
                In this Schedule, a Group Company is a 75% subsidiary of another
                Group
                Company if it is a 75% subsidiary of the Group Company for the purposes
                of
                sections 838(1) and 413(7) of the Taxes
                Act.

            


    

     

    
      	
              2

            	
              Covenant 

            


    

     

    
      	 	
              2.1

            	
              Covenant
                to pay Tax Liabilities.
                Subject to the provisions of paragraph 3 of this Schedule, [**] covenant
                to the Buyer to pay to the Buyer on
                the due date in the Due Proportions (for the avoidance of doubt,
                so far as
                possible by way of adjustment to the consideration for the sale of
                the
                Shares) an amount equal to any of the
                following:

            


    

     

    
      	 	
              2.1.1

            	
              any
                liability of any Group Company for Tax arising as a consequence of
                or by
                reference to any Event occurring on or before the Completion
                Date;

            


    

     

    
      	 	
              2.1.2

            	
              any
                liability of any Group Company for Tax which would not have arisen
                but for
                the loss, reduction, modification or disallowance of an Accounts
                Relief as
                a consequence of or by reference to any Event occurring on or before
                the
                Completion Date;

            


    

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    


    
      	 	
              2.1.3

            	
              any
                liability of any Group Company for Tax in respect of which the Sellers
                would have been liable under paragraph 2.1.1 but which is not payable
                as a
                consequence of or by reference to the use or set-off of a Buyer
                Relief;

            


    

     

    
      	 	
              2.1.4

            	
              the
                amount which would have been obtained but for the loss, disallowance
                or
                reduction of any right to repayment of Tax (including any repayment
                supplement or interest) or non-receipt of payment or other consideration
                for the surrender of group relief which has been treated as an asset
                in
                the Accounts or has been taken into account in computing (and so
                reducing
                or eliminating) any provision for deferred Tax appearing or which
                would
                have appeared in the Accounts;

            


    

     

    
      	 	
              2.1.5

            	
              any
                liability of the Buyer or any Group Company for reasonable costs
                or
                expenses reasonably and properly incurred by the Buyer or the relevant
                Group Company in connection with any successful claim under this
                Schedule,
                or successfully taking or defending any action under this
                Schedule;

            


    

     

    
      	 	
              2.1.6

            	
              any
                liability of any Group Company for Tax which the relevant Group Company
                is
                or became liable to discharge by virtue of its relationship with
                any
                person (other than another Group Company or any member of the Buyer's
                Group) at any time before
                Completion;

            


    

     

    
      	 	
              2.1.7

            	
              any
                liability of any Group Company for Tax arising as a consequence of
                the
                payment of the Deferred
                Consideration;

            


    

     

    
      	 	
              2.1.8

            	
              any
                liability to repay to any person other than a Group Company the whole
                or
                part of any payment received for group relief, or make a payment
                for group
                relief, in each case pursuant to any agreement or arrangement entered
                into
                on or before Completion;

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    


    
      	 	
              2.1.9

            	
              any
                liability of any Group Company for Tax arising as a consequence of
                or in
                connection with any loan, advance or dividend paid by any Group
                Company. 

            


    

     

    
      	
              3

            	
              Limitations
                on Liability

            


    

     

    
      	 	
              3.1

            	
              The
                Sellers shall not be under any liability under this part of this
                Schedule
                to the extent that:

            


    

     

    
      	 	
              3.1.1

            	
              provision
                or reserve for such liability is made or reflected in the Accounts
                including any provision or reserve made in respect of deferred tax
                or
                payment or discharge of such liability was taken into account
                therein;

            


    

     

    
      	 	
              3.1.2

            	
              the
                liability arises or is increased as a result of any retrospective
                change
                or changes in the tax rates or in the law of taxation announced after
                the
                date of this Agreement (including any retrospective change in published
                practice of any Tax Authority which is published in a form intended
                to be
                made available to taxpayers
                generally);

            


    

     

    
      	 	
              3.1.3

            	
              the
                liability would not have arisen but for a voluntary transaction,
                action or
                omission by a Group Company or the Buyer at any time after Completion
                other than any such transaction, action or
                omission:

            


    

     

    
      	 	
              (i)

            	
              which
                occurred after Completion in the ordinary course of business of the
                relevant Group Company or the Buyer as conducted at Completion; or
                

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              which
                it was outside the power of the relevant Group Company or the Buyer
                to
                prevent or was pursuant to a legally binding obligation entered into
                by
                the relevant Group Company before Completion;


            


    

     

    
      	 	
              3.1.4

            	
              the
                liability would not have arisen or would have been reduced or eliminated
                but for a failure on the part of any Group Company to make any claim,
                election, surrender or disclaimer or give any notice or consent or
                do
                anything after Completion the making, giving or doing of which was
                taken
                into account in the Accounts and in relation to which the Seller
                has given
                the Buyer reasonable notice of the requirement to make such claim,
                election, surrender or disclaimer or to give such notice or consent
                or do
                such act after Completion;

            


    

     

    
      	
            	3.1.5	
              the
                liability arises from or is increased
                by:

            


    

     

    
      	 	
              (i)

            	
              any
                change of the accounting reference date of a Group Company on Completion
                or any subsequent change thereafter;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                change after Completion in accounting policy or the basis upon which
                a
                Group Company values its assets save where such change in accounting
                policy or basis of valuation is necessary to comply with generally
                accepted accounting standards and policies applicable to the relevant
                accounting periods; 

            


    

     

    
      	 	
              3.1.6

            	
              the
                liability would not have arisen but for the loss, reduction, modification
                or disallowance of any relief for trading losses (other than a Buyer's
                Relief) which would otherwise have been available to a Group Company
                but
                for cessation of trade, or a change in the nature or conduct of the
                trade
                carried on by the relevant Group Company after Completion or the
                transfer
                of any trade or business or any reconstruction or reorganisation
                of the
                share capital of the relevant Group Company occurring after
                Completion;

            


    

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    


    
      	 	
              3.1.7

            	
              the
                liability arises as a result of or is otherwise attributable to any
                voluntary disclaimer of or revision after Completion of a claim for
                capital or other allowances in respect of any period ending on or
                before
                the Accounts Date;

            


    

     

    
      	 	
              3.1.8

            	
              the
                liability relates to stamp duty or stamp duty reserve tax arising
                out of
                the transfer of the Shares or agreement to transfer the
                Shares;

            


    

     

    
      	 	
              3.1.9

            	
              the
                liability would not have arisen but for anything done or omitted
                to be
                done at the written request of the
                Buyer;

            


    

     

    
      	 	
              3.1.10

            	
              the
                liability has been satisfied by the Sellers by reason of being liable
                for
                such Tax under section 767A or 767AA of the Taxes Act or liable to
                the
                Buyer under any other statutory
                provision;

            


    

     

    
      	 	
              3.2

            	
              For
                the avoidance of doubt, paragraphs 1.1, 1.3 and 1.5 of Part 2 of
                Schedule
                3 shall apply in respect of any Tax Covenant
                Claim.

            


    

     

    
      	 	
              3.3

            	
              The
                Sellers shall not be liable in respect of any claim under this Schedule,
                unless notice of such claim has been given in accordance with paragraph
                7
                before or on 31 December 2014. 

            


    

     

    
      	 	
              3.4

            	
              If
                the Buyer is entitled to claim under this Schedule or under the Tax
                Warranties in respect of the same subject matter, the Buyer may claim
                under either or both, but payments under this Schedule shall be treated
                as
                being made in satisfaction of the claim for breach of Tax Warranty
                in
                respect of the same subject matter and vice versa.
                

            


    


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    


    
      	
              4

            	
              Mitigation

            


    

     

    
      	 	
              4.1

            	
              Mitigation
                of liability.
                The Buyer shall, to the extent permitted by law, at the direction
                of the
                Sellers, procure that each Group Company will take all such steps
                as the
                Sellers may reasonably require to use any Relief (other than any
                Buyer
                Relief) available (provided the Sellers indemnify and secure the
                relevant
                Group Company to its reasonable satisfaction in respect of any cost
                incurred in order to secure the Relief) to mitigate or eliminate
                any
                liability for Tax for which the Sellers would be liable under this
                Schedule, such Relief to be used in priority to Reliefs arising after
                Completion in so far as may be permissible under applicable Tax law,
                and
                at the Sellers' expense deliver to the Sellers a certificate from
                the
                auditors of the relevant Group Company for the time being confirming
                that
                all such Reliefs have been so used Provided
                that this
                paragraph 4.1 shall not prejudice any rights of the Buyer under this
                Schedule. 

            


    

     

    
      	
              5

            	
              Over-Provisions,
                Reliefs, etc

            


    

     

    
      	
            	5.1	
              Over-provisions.
                If the auditors for the time being of any Group Company shall certify
                at a
                time when the relevant Group Company is a 75 per cent subsidiary
                of the
                Buyer (at the request made within three years of Completion and expense
                of
                the Sellers) that any provision for Tax in the Accounts has proved
                to be
                an over-provision, then the amount of such over-provision shall be
                dealt
                with in accordance with paragraph
                5.3.

            


    

     


    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    


    
      	 	
              5.2

            	
              Reliefs.
                If the auditors for the time being of any Group Company shall certify
                (at
                the request and expense of the Sellers) that any Tax which has resulted
                in
                a payment having been made or becoming due from the Sellers under
                this
                Schedule has given or will give rise to a Relief (other than an Accounts
                Relief) for any Group Company which would not otherwise have arisen
                and
                which has given rise to a reduction in Tax of any Group Company for
                which
                the Sellers are not liable under this Schedule, then the amount by
                which
                that liability is so reduced shall be dealt with in accordance with
                paragraph 5.3.

            


    

     

    
      	 	
              5.3

            	
              Set-off
                of Relevant Amounts.
                Where it is provided under paragraph 5.1 or 5.2 that any amount (the
                "Relevant
                Amount")
                is to be dealt with in accordance with this paragraph the Relevant
                Amount
                shall first be set off against any payment then due from the Sellers
                under
                this Schedule then second to the extent that there is an excess a
                refund
                shall be made to the Sellers of any previous payment or payments
                made by
                the Sellers under this Schedule (and not previously refunded under
                this
                Schedule) up to the amount of the excess and then third to the extent
                that
                there remains an excess the remainder of that excess shall be carried
                forward and set of against any future payment or payments which become
                due
                from the Sellers under this
                Schedule.

            


    

     

    
      	 	
              5.4

            	
              Auditors'
                certificate.
                Where any such certification as is mentioned in paragraph 5.1 or
                5.2 has
                been made, the Sellers or the Buyer or any Group Company may request
                the
                auditors for the time being of the relevant Group Company to review
                (at
                the expense of the requesting party) such certification in the light
                of
                all relevant circumstances, including any facts which have become
                known
                only since such certification, and to certify whether such certification
                remains correct or whether, in the light of those circumstances,
                the
                amount that was the subject of such certification should be
                amended.

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    


    
      	 	
              5.5

            	
              Effect
                of Auditors certificate.
                If
                the auditors certify under paragraph 5.4 that an amount previously
                certified should be amended, that amended amount shall be substituted
                for
                the purposes of paragraph 5.3 as the Relevant Amount in respect of
                the
                certification in question in place of the amount originally certified,
                and
                such adjusting payment (if any) as may be required by virtue of the
                above-mentioned substitution shall be made as soon as practicable
                by the
                Sellers or Buyer as appropriate.

            


    

     

    
      	
              6

            	
              Recovery
                from other Persons

            


    

     

    
      	 	
              6.1

            	
              Recovery
                from other persons.
                If, in the event of any payment becoming due from the Sellers under
                paragraph 2, a Group Company either is immediately entitled at the
                due
                date for the making of that payment to recover from any person (not
                being
                a Group Company or the Sellers, but including any Tax Authority)
                any sum
                in respect of the liability that has resulted in that payment becoming
                due
                from the Sellers, or at some subsequent date becomes entitled to
                make such
                a recovery, then the Buyer shall procure that the Group Company entitled
                to make that recovery shall (in either of those cases) notify the
                Sellers
                of its entitlement and shall within a reasonable period of it becoming
                aware of the entitlement, if so required by the Sellers, take all
                appropriate steps to enforce that recovery (keeping the Sellers fully
                informed of the progress of any action taken) and shall if the Sellers
                has
                made a payment under paragraph 2 in respect of the Liability in question
                account to the Sellers for whichever is the lesser
                of:

            


    

     

    
      	 	
              6.1.1

            	
              any
                sum so recovered (including any interest or repayment supplement
                paid by
                the Tax Authority or other person on or in respect thereof less any
                Tax
                chargeable on the relevant Group Company in respect of that interest);
                and

            


    


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    


    
      	 	
              6.1.2

            	
              the
                amount paid by the Sellers under paragraph 2 in respect of the liability
                in question,

            


    

     

    Provided
      that
      neither
      the Group Company nor the Subsidiary Undertaking shall be required to take
      such
      steps unless the Sellers agrees to indemnify and secure it to the reasonable
      satisfaction of the Buyer for all losses, costs, damages and expenses occurred
      in seeking such recovery.

     

    
      	
              7

            	
              Conduct
                of Tax Affairs

            


    

     

    
      	
            	7.1	
              Interpretation.
                In this paragraph:

            


    

     

    
      	 	
              7.1.1

            	
              "Potential
                Liability" means a liability to or claim for Tax which may result
                in a
                claim against the Sellers under this Schedule, or which may do so
                if
                paragraph 3 of this Schedule were not to
                apply;

            


    

     

    
      	
            	7.1.2	
              "Relevant
                Period" means:

            


    

     

    
      	 	
              (i)

            	
              in
                relation to corporation tax, any accounting period ended on or before
                the
                Accounts Date;

            


    

     

    
      	 	
              (ii)

            	
              in
                relation to any other Tax, any period ended before Completion in
                respect
                of which the relevant Group Company is required to make a return
                or a
                payment to a Tax Authority.

            


    

     

    
      	 	
              7.2

            	
              Potential
                Liabilities.

            


    

     

    
      	 	
              7.2.1

            	
              Notification.
                If the Buyer or any Group Company becomes aware of a Potential Liability
                of which the Sellers are not then aware the Buyer shall give written
                notice thereof to the Sellers (which notice shall set out reasonable
                particulars of the basis and amount of such Potential Liability to
                the
                extent that the same are available) as soon as reasonably practicable
                and
                in any event within 25 Business Days of first so becoming aware.
                

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    


    
      	 	
              7.2.2

            	
              Conduct.
                The Buyer shall have sole conduct of all tax affairs of the Company
                and
                the Subsidiary Undertaking.

            


    

     

    
      	
            	7.2.3	
              Buyer
                obligations

            


    

     

    
      	 	
              (i)

            	
              Action.
                Provided that the Sellers indemnify and secure the Buyer and the
                relevant
                Group Company to the reasonable satisfaction of the Buyer against
                all
                losses, liabilities, costs, damages and expenses (including any further
                liability to Tax or interest on overdue Tax) which may thereby be
                incurred, the Buyer shall take, or shall procure that the relevant
                Group
                Company shall take, such action as the Sellers may reasonably request
                in
                writing to avoid, dispute, resist, defend, appeal or compromise any
                Potential Liability; provided that where the Potential Liability
                has to be
                paid before an appeal can be made or before any other action requested
                by
                the Sellers can be taken, the Buyer shall not be obliged to take
                or
                procure that the relevant Group Company take such action until the
                Sellers
                shall have paid to the Buyer for the purpose of discharging the Potential
                Liability, an amount equal to the said
                liability.

            


    

     

    
      	 	
              (ii)

            	
              Timing.
                The Buyer shall or shall procure that the relevant Group Company
                takes any
                action pursuant to sub-paragraph (i) above as soon as reasonably
                practicable and shall use its reasonable endeavours to procure that
                any
                action is taken within the time limit for the valid taking of such
                action,
                provided that if such time limit has expired and the taking of such
                action
                might be validated by the exercise of judicial or administrative
                discretion, and the Sellers so request not more than 15 days after
                expiry
                of such time limit, the Buyer shall procure that the relevant Group
                Company requests that such discretion be exercised in favour of the
                relevant Group Company and, if such discretion is so exercised and,
                if so
                required under paragraph (i) above that the relevant Group Company
                takes
                such action.

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    


    
      	 	
              (iii)

            	
              Examples
                of subject - matter of instructions.
                Without prejudice to the generality of this paragraph but subject
                also to
                the other provisions of this paragraph, the Buyer shall procure that
                the
                relevant Group Company gives consideration to the Sellers' reasonable
                instructions with regard to:

            


    

     

    
      	 	
              -

            	
              the
                form and content of documents to be served, lodged or disclosed in
                connection with any proceedings taken by the relevant Group Company
                pursuant to paragraph (i) above and the extent of any such disclosure
                or
                of any disclosure in response to enquiries which is reasonable to
                suppose
                might lead to such proceedings being
                taken;

            


    

     

    
      	 	
              -

            	
              the
                choice of, and the content of instructions to, solicitors and Counsel
                for
                the purposes of any such
                proceedings;

            


    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    


    
      	 	
              -

            	
              the
                choice of witnesses and the subject matter of their witness
                statements;

            


    

     

    
      	 	
              -

            	
              the
                choice (in conjunction with the Sellers' advisers and Counsel) of
                arguments to be advanced or points to be conceded in any such proceedings;
                and

            


    

     

    
      	 	
              -

            	
              the
                lodging or contesting of any appeals, any tactical decisions and
                any
                decisions in response to any offers of settlement in connection with
                such
                proceedings.

            


    

     

    
      	
            	7.2.4	
              Buyer
                Protection

            


    

     

    
      	 	
              (i)

            	
              Appeals.
                Neither the Buyer nor any Group Company shall be obliged to take
                any
                action pursuant to this paragraph 7.2 which involves contesting a
                Potential Liability beyond the first appellate body (excluding the
                authority or body demanding the Tax in question) in the jurisdiction
                concerned unless the Sellers at their own expense and after disclosure
                of
                all relevant information obtain and deliver to the Buyer the written
                opinion of tax Counsel of appropriate experience to the effect that
                appealing or defending an appeal in respect of the Potential Liability
                will on a balance of probabilities be successful. The Buyer shall
                have the
                right to submit to tax Counsel any matters or arguments which in
                the
                reasonable opinion of the Buyer may be material for the proper
                consideration of tax Counsel and shall have the right to attend any
                consultation with tax Counsel.

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              Settling
                claims.
                The Buyer or any Group Company may compromise, settle, discharge
                or
                otherwise deal with any Potential Liability without reference to
                the
                Sellers if the Sellers at any time notify the Buyer that they do
                not wish
                to exercise their rights under this paragraph 7 or if the Sellers
                do not
                request the Buyer in writing to take any appropriate action within
                [**] of
                notice to the Sellers given pursuant to paragraph 7.2.1or if the
                Sellers
                fail to indemnify and secure the Buyer and the relevant Company to
                the
                reasonable satisfaction of the Buyer within a period of time (commencing
                with the date of the notice given to the Sellers) that is reasonable
                having regard to the nature of the Potential Liability and the existence
                of any time limit in relation to avoiding, disputing, defending,
                resisting, appealing or compromising such Potential Liability and
                which
                period will not in any event exceed a period of [**].
                

            


    

     

    
      	 	
              7.3

            	
              Buyer
                conduct

            


    

     

    
      	 	
              7.3.1

            	
              Conduct.
                The Buyer shall have sole conduct of all tax affairs of each Group
                Company.

            


    

     

    
      	 	
              7.3.2

            	
              Assisting
                the Buyer.
                The Sellers shall give the Buyer and/or the relevant Group Company
                all
                assistance as may reasonably be required to enable the Buyer and/or
                the
                relevant Group Company to deal with the tax affairs of the Companies
                which
                are not Sellers Conduct Matters, Sellers Appeals or Potential Liabilities
                of which the Sellers have conduct.

            


    

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    


    
      	
            	7.3.3	
              Keeping
                the Sellers informed.
                The Buyer shall procure that:

            


    

     

    
      	 	
              (i)

            	
              the
                Sellers receive copies of all draft corporation tax returns, computations,
                amended returns and material correspondence relating thereto in respect
                of
                each Group Company for its pre-Completion Period;
                and

            


    

     

    
      	 	
              (ii)

            	
              any
                representations made promptly, and in any event within seven days
                after
                provision of the returns, computations, amended returns and/or
                correspondence referred to above, will be considered reasonably and
                in
                good faith.

            


    

     

    
      	
              8

            	
              Due
                Date of Payment

            


    

     

    
      	 	
              8.1

            	
              Due
                date of payment.
                Where the Sellers become liable to make any payment under paragraph
                2, the
                due date for the making of that payment in cleared funds shall
                be:

            


    

     

    
      	 	
              8.1.1

            	
              in
                a case that involves an actual payment of Tax by the relevant Group
                Company, the day preceding the date that is the last date on which
                such
                Group Company would have had to have paid to the appropriate Tax
                Authority
                the Tax that has given rise to the Sellers' liability under this
                Schedule
                in order to avoid incurring a liability to interest or a charge or
                penalty
                in respect of that Tax liability or in order to enable the liability
                in
                question to be appealed; or

            


    

     

    
      	 	
              8.1.2

            	
              in
                a case falling within paragraph 2.1.2 the day preceding the date
                that is
                the last date on which the Tax, which but for such loss, reduction,
                modification or disallowance would have been saved, has to be paid
                to the
                appropriate Tax Authority in order to avoid incurring a liability
                to
                interest or a charge or penalty in respect of that
                Tax;

            


    

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    


    
      	 	
              8.1.3

            	
              in
                a case falling within paragraph 2.1.3, the day payment would have
                been due
                under 8.1.1 above assuming the Post Accounts Date Relief had not
                been used
                or set off as envisaged in paragraph 2.1.3;
                or

            


    

     

    
      	 	
              8.1.4

            	
              in
                a case falling within paragraph 2.1.4 the date on which the repayment
                of
                Tax or payment or other consideration for the surrender of group
                relief
                would have been payable; or

            


    

     

    
      	
            	8.1.5	
              in
                a case falling within paragraph 2.1.5, within 30 days of
                demand;

            


    

     

    
      	 	
              8.1.6

            	
              in
                any other case falling within paragraph 2, on the date on which the
                relevant Group Company is required to meet such
                liability;

            


    

     

    
      	 	
              8.2

            	
              Interest
                for late payment.
                The Sellers shall not be liable to pay interest for late payment
                to the
                extent that such interest:

            


    

     

    
      	 	
              8.2.1

            	
              arises
                only as a result of any failure to give notice of a Potential Liability
                under paragraph 7.2.1 of this Schedule;
                or

            


    

     

    
      	 	
              8.2.2

            	
              in
                respect of any period of time in relation to which interest is due
                as a
                liability for Tax under paragraph 2 of this
                Schedule.

            


    

     

    
      	
              9

            	
              Deductions
                from Payments

            


    

     

    
      	 	
              9.1

            	
              No
                deductions or withholdings.
                All sums payable by the Sellers to the Buyer under this Schedule
                shall be
                paid free and clear of all deductions or withholdings whatsoever,
                save
                only as may be required by law.

            


    

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    
      	 	
              9.2

            	
              Gross-up
                for deductions.
                If any deductions or withholdings are required by law to be made
                from any
                of the sums payable as mentioned in paragraph 9.1, the Sellers, save
                where
                the deduction or withholding would not have been required but for
                any
                assignment or novation of the Buyer's rights under this Agreement
                or this
                Schedule or change in residence or tax status of the Buyer or the
                relevant
                Group Company, shall be obliged to pay to the Buyer such sum as will,
                after the deduction or withholding has been made (and allowing for
                any
                credit the Buyer is entitled to receive in respect of such deduction
                or
                withholding), leave the Buyer 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. The provisions of paragraphs 4, 5.2, 6 and 8
                shall apply, mutatis mutandis, to any payment required under this
                paragraph.

            


    

     

    
      	
              10

            	
              Buyer
                Covenants

            


    

     

    
      	 	
              10.1

            	
              The
                Buyer hereby covenants with the Sellers to pay an amount by way of
                adjustment to the consideration for the sale of the Shares equal
                to any
                Tax paid by the Sellers under sections 767A, 767AA and 767B of the
                Taxes
                Act to the extent that such Tax is not of a type which would allow
                it to
                be claimed from the Sellers under paragraph 2 of this
                Schedule.

            


    

     

    
      	 	
              10.2

            	
              Paragraphs
                4, 5.2, 6, 7, 8 and 9 shall apply to the covenants in this paragraph
                as
                they apply to the covenants in paragraph 2 mutatis
                mutandis.

            


    

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    


    Schedule
      4 

     

    Part
      2

     

    Tax
      Warranties

     

    
      	
              1

            	
              Returns
                and payment of Taxation

            


    

     

    
      	
            	1.1	
              All
                information, notices, accounts, statements, reports, computations
                and
                returns which ought to have been made have been properly and duly
                submitted by each Group Company to the relevant Tax Authority within
                the
                required time period and are accurate, comply with each Group Company's
                obligations under all applicable provisions within the relevant
                jurisdiction (including but not limited to corporation tax
                self-assessment, PAYE, US federal and state income tax, sales tax,
                withholding tax and social security obligations), and are neither
                the
                subject of any dispute nor are the Sellers aware of any circumstances
                under which anything contained in any such information, notices,
                accounts,
                statements, reports, computations or returns are likely to become
                the
                subject of any dispute.

            


    

     

    
      	
            	1.2	
              All
                Taxation for which each Group Company is liable including amounts
                provided
                for since the Accounts Date or for which each Group Company is liable
                to
                account have been duly provided for and no Group Company has incurred
                any
                liability to interest or penalties in respect of such
                amounts.

            


    

     

    
      	
            	1.3	
              No
                Group Company is, nor has it been at any time since the date of its
                incorporation, liable to pay, to reimburse or to indemnify any person
                (including a Tax Authority) in respect of the Taxation liability
                of a
                third person whether or not as a consequence of that third person
                failing
                to discharge that liability.

            


    

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    


    
      	
            	1.4	
              No
                Group Company has since the date of its incorporation paid or become
                liable to pay and there are no circumstances by reason of which a
                Group
                Company is likely to become liable to pay, a fine or
                penalty.

            


    

     

    
      	
            	1.5	
              Each
                Group Company has complied with all notices served on it by any Tax
                Authority and no such notice remains
                outstanding.

            


    

     

    
      	
            	1.6	
              No
                Group Company is subject to any control visit, audit, enquiry or
                investigation by any Tax Authority and the Sellers are not aware
                of any
                circumstances that make it reasonable to expect that such a control
                visit,
                audit, enquiry or investigation will take place within the next [**].
                

            


    

     

    
      	
            	1.7	
              The
                Disclosure Letter gives all relevant particulars of any concession,
                agreement or other formal or informal arrangement with any Tax Authority
                which has affected the amount of Tax chargeable on or the amount
                of any
                Relief available to any Group Company and of any fact or circumstance
                from
                which it is reasonable to conclude that such concession, agreement
                or
                arrangement might not be available after Completion.
                

            


    

     

    
      	
              2

            	
              Taxation
                claims, liabilities and
                reliefs

            


    

     

    
      	
            	2.1	
              Details
                of all matters relating to Taxation in respect of which each Group
                Company
                (either alone or jointly with any other person) has, or at Completion
                will
                have, an outstanding entitlement:

            


    

     

    
      	
            	2.1.1	
              to
                make a claim or election in respect of Taxation or any Relief;
                

            


    

     

    
      	
            	2.1.2	
              to
                make an appeal (including a further appeal) against an assessment
                to
                Taxation;

            


    

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 	
                2.1.3

              	
                to
                  make an application for the postponement of, or the payment by
                  instalments
                  of, any Taxation; or

              


      

       

      
        	 	
                2.1.4

              	
                to
                  disclaim or require the postponement of any allowance or
                  relief,

              


      

       

      have
        been
        Disclosed in the Disclosure Letter (including, where the claim, election,
        appeal, application or disclaimer must be made within eight weeks of Completion,
        the last date by which it must be made).

       

      
        	 	
                2.2

              	
                No
                  Group Company has, or may become, liable to make any payment or
                  reimbursement or give any indemnity in respect of Taxation, or
                  any
                  amounts, as a result of the failure of any person to discharge
                  Taxation,
                  where such Taxation relates to a profit, income or gain, transaction,
                  event, omission or circumstance arising, occurring or deemed to
                  arise or
                  occur (wholly or partly) prior to
                  Completion.

              


      

       

      
        	
                3

              	
                Tax
                  residence and status

              


      

       

      
        	 	
                3.1

              	
                For
                  the purposes of Taxation the Company has been resident in the United
                  Kingdom at all times since its incorporation and will be so resident
                  at
                  Completion, and has never been resident in or liable to Taxation
                  in any
                  other jurisdiction for any Taxation
                  purpose.

              


      

       

      
        	 	
                3.2

              	
                For
                  the purposes of Taxation the Subsidiary Undertaking has been resident
                  in
                  the United States of America at all times since its incorporation
                  and will
                  be so resident at Completion, and has never been resident in or
                  liable to
                  Taxation in any other jurisdiction for any Taxation
                  purpose.

              


      

       

      
        	 	
                3.3

              	
                No
                  circumstances have occurred which could give rise to a liability
                  on a
                  Group Company under section 132 FA 1988 (Liability of other persons
                  for
                  unpaid tax) or sections 185 TCGA (Deemed disposal of assets on
                  a Group
                  Company ceasing to be United Kingdom tax resident) and no Group
                  Company
                  has been party to any election under section 187 TCGA (Postponement
                  of
                  charge on deemed disposal under section 185) or any equivalent
                  provisions
                  in the jurisdiction of the relevant Group
                  Company.

              


      

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.4

              	
                The
                  Company is a close company within the meaning of section 414 of
                  ICTA. The
                  Company is not nor has it at any time been a close investment holding
                  company within the meaning of section 13A of
                  ICTA.

              


      

       

      
        	 	
                3.5

              	
                No
                  distributions within section 418 of ICTA or transfers of value
                  within
                  section 94 Inheritance Tax Act 1984 (charge on participators) has
                  been
                  made by any Group Company

              


      

       

      
        	 	
                3.6

              	
                No
                  loan or advance within section 419 ICTA (loans to participators
                  etc) has
                  been made or agreed to be made by any Group Company and no Group
                  Company
                  has, since the Accounts Date, released or written off, and there
                  is no
                  agreement or arrangement for the release or writing off of the
                  whole or
                  part of the debt in respect of any such loan or advance.
                  

              


      

       

      
        	 	
                3.7

              	
                Full
                  disclosure has been made of any election or claim (including but
                  not
                  limited to any "check the box" election in respect of US taxation)
                  that
                  affects or may affect the Tax treatment of any Group Company.
                  

              


      

       

      
        	
                4

              	
                Corporation
                  Tax on chargeable gains

              


      

       

      Since
        the
        Accounts Date no Group Company has entered into or been a party to a transaction
        which will or may give rise to a liability to tax on any capital
        gain.

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

      
        	
                5

              	
                Shares
                  owned by directors or
                  employees

              


      

       

      All
        shares in the Company owned by any person who is or has been a director or
        employee of any Group Company, or any person who is connected with such a
        person, have been acquired at a price equal to UMV (as defined in section
        428
        Income Tax (Earnings and Pensions) Act 2003) and any such person who is subject
        to Taxation on income in the UK has entered into a valid election under section
        431 Income Tax (Earnings and Pensions) Act 2003. 

       

      
        	
                6

              	
                Value
                  Added Tax

              


      

       

      
        	 	
                6.1

              	
                The
                  Company:

              


      

       

      
        	 	
                6.1.1

              	
                is
                  a duly registered taxable person for the purposes of VAT and has
                  complied
                  fully with all statutory requirements, orders, provisions, directions
                  or
                  conditions relating to VAT;

              


      

       

      
        	 	
                6.1.2

              	
                maintains
                  and has at all times maintained complete, correct and up-to-date
                  records
                  for the purposes of the legislation relating to VAT and has preserved
                  such
                  records in such form and for such periods as are required by such
                  legislation;

              


      

       

      
        	 	
                6.1.3

              	
                is
                  not in arrears with any payment or returns required under any legislation
                  relating to VAT and is not liable to any abnormal or non-routine
                  payment,
                  or any forfeiture or penalty or default surcharge, or to the operation
                  of
                  any penal provision or to pay any interest relating to
                  VAT;

              


      

       

      
        	 	
                6.1.4

              	
                has
                  not been required by HM Revenue & Customs to give security under any
                  legislation relating to VAT; and

              


      

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.1.5

              	
                is
                  not and has never been a member of VAT group for the purposes of
                  S.43
                  VATA. 

              


      

       

      
        	 	
                6.2

              	
                The
                  Subsidiary Undertaking is not
                  and has never been registered, and is not and has never been required
                  to
                  be registered, as a taxable person for the purposes of VAT.
                  

              


      

       

      
        	 	
                6.3

              	
                The
                  Disclosure Letter contains particulars of the prescribed accounting
                  periods for VAT that apply to the Company.


              


      

       

      
        	 	
                6.4

              	
                The
                  Disclosure Letter contains all relevant particulars of any property
                  in
                  respect of which an election has been made to waive exemption from
                  VAT
                  under paragraph 2 of Schedule 10 to the VATA.


              


      

       

      
        	 	
                6.5

              	
                The
                  Disclosure Letter contains all relevant particulars of any assets
                  owned by
                  any Group Company which are capital items that are subject to the
                  capital
                  goods scheme under Part XV of the VAT Regulations 1995.
                  

              


      

       

      
        	
                7

              	
                Stamp
                  Duty 

              


      

       

      Each
        Group Company has duly paid all stamp duty land tax and all stamp duty reserve
        tax for which it is or has at any time been liable and no document pursuant
        to
        which a Group Company has any right is held by or on behalf of that Group
        Company outside the UK which would attract stamp duty if bought into the
        United
        Kingdom and no Group Company is liable to pay any penalty, interest or fine
        in
        respect of stamp duty or stamp duty reserve tax or to forfeiture of any relief
        from any such duty, penalty, interest or fine and so far as the Sellers is
        aware, there are no circumstances including execution, substantial performance
        of any contract for a land transaction and performance of this agreement
        which
        may result in a Group Company becoming liable to any such penalty, interest
        or
        fine or to any such forfeiture.

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

      
        	
                8

              	
                Tax
                  Avoidance

              


      

       

      
        	 	
                8.1

              	
                No
                  Group Company has incurred nor will any Group Company incur any
                  Tax
                  Liability as a consequence of the relevant Group Company entering
                  into any
                  scheme which has as its main purpose the avoidance of
                  Tax.

              


      

       

      
        	 	
                8.2

              	
                No
                  Group Company has engaged in any transaction or entered into any
                  arrangements in respect of which it is reasonably foreseeable that
                  there
                  may be substituted, or that any Tax Authority may seek to substitute,
                  for
                  the purposes of any Taxation, consideration that is different,
                  in amount
                  or in nature, from the actual consideration given or
                  received.

              


      

       

      
        	
                9

              	
                Miscellaneous

              


      

       

      
        	 	
                9.1

              	
                The
                  Company has not done or been party to the doing of anything which
                  would be
                  an offence under section 766 ICTA (offences in connection with
                  creation,
                  issue or transfer of shares or debentures of overseas
                  companies).

              


      

       

      
        	 	
                9.2

              	
                The
                  Company is not required to bring into account for any Tax purposes
                  any
                  earnings, income, profits or gains of an entity which is resident
                  for Tax
                  purposes in a different jurisdiction from that of the relevant
                  Group
                  Company. In so far as UK Taxation is concerned, this refers to
                  any amounts
                  which might be required to recognised under Chapter IV Part XVII
                  of ICTA
                  (controlled foreign companies) or Section 13 TCGA (attribution
                  of gains to
                  members of certain non-resident
                  companies).

              


      

       

      
        	 	
                9.3

              	
                To
                  the extent that the Group Company has an interest in a controlled
                  foreign
                  company (as defined in section 747 (1) and (2) ICTA), exemption
                  from
                  apportionment does not depend and has not in any accounting period
                  of the
                  Company ending within the last three years depended solely on the
                  controlled company in question pursuing an acceptable distribution
                  policy
                  (as defined by Part 1 Schedule 25 ICTA) and/or satisfying the test
                  set out
                  in Section 748 (3) (the motive
                  test).

              


      

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

      
        	 	
                9.4

              	
                For
                  each accounting period of the relevant Group Company ending within
                  the
                  last three years, the Disclosure Letter contains all relevant details
                  of:

              


      

       

      
        	 	
                9.4.1

              	
                any
                  Double Taxation Relief arising to the Group
                  Company;

              


      

       

      
        	 	
                9.4.2

              	
                the
                  utilisation of that Double Taxation Relief by way of credit against
                  Tax or
                  deduction in computing Tax by the Group
                  Company;

              


      

       

      
        	 	
                9.4.3

              	
                the
                  amounts (if any) of eligible unrelieved foreign tax (as defined
                  by section
                  896B ICTA) arising to the Group
                  Company;

              


      

       

      
        	 	
                9.4.4

              	
                the
                  amounts (if any) of Double Taxation Relief that the Group Company
                  has been
                  unable to utilise or to treat as eligible unrelieved foreign
                  tax;

              


      

       

      
        	 	
                9.4.5

              	
                the
                  extent (if any) by which the amount of Double Taxation Relief which
                  would
                  otherwise arise or be available for utilisation or treatment as
                  eligible
                  unrelieved foreign tax falls or has fallen to be restricted or
                  which it is
                  reasonably foreseeable that a Tax Authority will seek to treat
                  as
                  restricted by reason of:

              


      

       

      
        	 	
                (a)

              	
                the
                  application of Section 795A (failure to minimise the foreign tax
                  in
                  question) or

              


      

       

      
        	 	
                (b)

              	
                the
                  application of Sections 798 or 803 ICTA (relief restricted to amount
                  arising on profit margin) or

              


      

       

      
        	 	
                (c)

              	
                the
                  existence of, or there having been, any scheme or arrangement the
                  purpose,
                  or one of the main purposes, of which is or was to give rise to
                  an amount
                  of Double Taxation Relief

              


      

       

      where

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

      Double
        Taxation Relief means any Tax Relief referred to in Section 788 ICTA or given
        under Section 790 Taxes whether with respect to Tax withheld, deducted, or
        charged directly or with respect to underlying tax (as defined by Section
        792
        (1) ICTA).


      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      


      Schedule
        5

       

      Intellectual
        Property Rights

       

      
        	
                TM Number

              	 	 	
                Mark Text

              	
                 

              	
                 

              	
                Type

              	
                 

              	
                 

              	
                Date

              	
                 

              	
                 

              	
                Status

              	
                 

              	
                 

              	
                Classes

              	
                 

              
	
                2337771

              	
                 

              	
                 

              	
                ATLANTISWEB

              	
                 

              	
                 

              	
                WO

              	
                 

              	
                 

              	
                15.07.2003

              	
                 

              	
                 

              	
                Registered

              	
                 

              	
                 

              	
                09

              	 


      


      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      


      Schedule 6

       

      Deferred
        Consideration

       

      
        	
                1.

              	
                Definitions

              


      

       

      
        	
                1.1

              	
                In
                  this schedule (unless inconsistent with the context or otherwise
                  specified) the expressions defined in this paragraph shall have
                  the
                  meanings respectively set opposite them in that paragraph, and
                  subject
                  thereto the expressions defined in this Agreement shall have the
                  same
                  respective meanings wherever used in this
                  schedule:-

              


      

       

      
        	 	
                "Agreed
                  Operating Margins"

              	
                :

              	
                the
                  CMO percentage for the relevant period as set out in the model
                  attached as
                  Appendix 1 less [**]%. The operating margin shall be calculated
                  using the
                  [**] in the model attached as Appendix
                  1;

              


      

       

      
        	 	
                "Buyer's
                  Auditors"

              	
                :

              	
                the
                  current auditors of the Buyer and any successor
                  firm;

              


      

       

      
        	 	
                "Buyer's
                  Group"

              	
                :

              	
                the
                  Buyer, its parent undertakings and its subsidiary undertakings
                  from time
                  to time and any subsidiary undertaking for the time being of a
                  parent
                  undertaking of the Buyer;

              


      

       

      
        	 	
                "CMO

              	
                :

              	
                the
                  margin from operations calculated in accordance with the methodology
                  used
                  by the Buyer's Group and as illustrated in Appendix
                  1;

              


      

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

       

      
        	 	
                "Deferred
                  Consideration"

              	
                :

              	
                the
                  deferred consideration calculated in accordance with paragraph
                  2 of this
                  schedule;

              


      

       

      
        	 	
                "Earn
                  Out Period"

              	
                :

              	
                the
                  period from the first day of the Fiscal Year 2008 to the last day
                  of the
                  Fiscal Year 2010;

              


      

       

      
        	 	
                "European
                  IOI Revenues"

              	
                :

              	
                IOI
                  Revenues generated from clients based in Europe being the forty
                  eight
                  countries forming part of the continent which shall include the
                  European
                  Union and non-European Union
                  countries;

              


      

       

      
        	 	
                "European
                  Union"

              	
                :

              	
                an
                  economic and political confederation of European nations which
                  share a
                  common foreign and security policy and co-operate on justice and
                  home
                  affairs created on 1 November 1993 by the Treaty for European Union
                  (the
                  Maastricht Treaty);

              


      

      

        
          	 	
                  "FCL
                    Products"

                	
                   

                	
                  Software
                    applications derived from or based on [**];


                


        

         

        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  "Fiscal
                    Year 2008"

                	
                   

                	
                  the
                    twelve months commencing on 1 May
                    2008;

                


        

         

        
          	 	
                  "Fiscal
                    Year 2009"

                	
                   

                	
                  the
                    twelve months commencing on 1 May
                    2009;

                


        

         

        
          	 	
                  "Fiscal
                    Year 2010"

                	
                   

                	
                  the
                    twelve months commencing on 1 May
                    2010;

                


        

      

       

      
        	 	
                "Global
                  IOI Revenues"

              	
                :

              	
                all
                  IOI Revenues earned anywhere in the world, including European IOI
                  Revenues;

              


      

       

      
        	 	
                "Independent
                  Accountants"

              	
                :

              	
                a
                  firm of accountants of international standing appointed by agreement
                  between the Buyer and the Sellers or, failing such agreement and
                  within 3
                  Business Days of either the Buyer or the Sellers requesting an
                  appointment
                  (following notice to the other) appended by the President for the
                  time
                  being of the Institute of Chartered Accountants in England and
                  Wales;

              


      

       

      
        	 	
                "IOI
                  Group in FIX Division" 

              	
                :

              	
                the
                  Company, the Subsidiary Undertaking and the Buyer's existing IOI
                  business
                  (as Organically Grown);

              


      

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

      
        	 	
                "IOI
                  Revenues" 

              	
                :

              	
                shall
                  be defined to include revenues earned in any asset class from the
                  following businesses:

              


      

       

      
        	 	 	
                [**];

              


      

       

      "Other
        Related Potential Business Opportunities":

       

      
        	 	
                (i)   
                  IOI integration professional services directly related to integrating
                  current and future FCL Products with Buyer's Group products or
                  third party
                  products for use by a third party (which for these purposes shall
                  exclude
                  a Buyer's Group company) who will pay for such integration and
                  for the
                  avoidance of doubt shall not include the technical integration
                  as set out
                  in paragraph 2.2 below and any other integration, including but
                  not
                  limited to [**];

              


      

       

      
        	
              	(ii)	
                [**]
                  

              


      

       

      
        	 	
                PROVIDED
                  THAT IOI Revenues shall include [**] save as provided in paragraph
                  5.1.11.

              


      

      


      
        	 	
                "Organically
                  Grown"

              	
                :

              	
                grown
                  by the development of the existing business of the Company, the
                  Subsidiary
                  Undertaking and the Buyer's Group but excluding
                  [**];

              


      

      
      

       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

      
        	 	
                "Viewer"

              	
                :

              	
                A
                  software application developed by the Company which is able to
                  access and
                  display messages and data shared within
                  ioinet.

              


      

       

      For
        the
        purposes of defining IOI Revenues in US$, all UK£ revenues shall be converted
        into US$ at a ratio of [**]. All EU€ revenues shall be first converted into UK£
at prevailing market rates ([**]) and shall then be converted to US$ from
        UK£ at
        the ratio of [**]. Rest of the world revenues shall be converted to US$ at
        prevailing market rates ([**]). 

       

      
        	
                2.

              	
                Payment
                  of Deferred Consideration

              


      

       

      
        	
                2.1

              	
                As
                  further consideration for the sale of the Shares, the Sellers shall
                  be
                  entitled to the following payments in addition to the payment to
                  be made
                  at Completion in accordance with Clause 3 (such payments to be
                  divided
                  between the Sellers pro rata on the basis of their shareholding
                  in the
                  Company as set out in column 3 of Schedule
                  1):

              


      

       

      
        	 	
                2.1.1

              	
                within
                  thirty (30) days of the last Business Day of the first calendar
                  month of
                  the Fiscal Year 2009:

              


      

       

      
        	 	
                (a)

              	
                £[**],
                  provided that the IOI Group in FIX Division has achieved not less
                  than
                  US$[**] of Global IOI Revenues in Fiscal Year
                  2008;

              


      

       

      
        	 	
                (b)

              	
                £[**],
                  provided that the IOI Group in FIX Division has achieved not less
                  than
                  US$[**] of European IOI Revenues in Fiscal Year 2008;
                  and

              


      

       

      
        	 	
                (c)

              	
                provided
                  that the IOI Group in FIX Division has achieved not less than US$[**]
                  of
                  Global IOI Revenues in Fiscal Year 2008, a cash payment equal to
                  [**]% of
                  Global IOI Revenues in Fiscal Year 2008 up to US$[**], plus [**]%
                  of
                  Global IOI Revenues in Fiscal Year 2008 between US$[**] and US$[**],
                  plus[**]% of Global IOI Revenues in Fiscal Year 2008 in excess
                  of
                  US$[**].

              


      

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

      
        	 	
                2.1.2

              	
                within
                  thirty (30) days of the last Business Day of the first calendar
                  month
                  after the end of Fiscal Year 2009:

              


      

       

      
        	 	
                (a)

              	
                £[**],
                  provided that the IOI Group in FIX Division has achieved not less
                  than
                  US$[**] of Global IOI Revenues in Fiscal Year
                  2009;

              


      

       

      
        	 	
                (b)

              	
                £[**],
                  provided that the IOI Group in FIX Division has achieved not less
                  than
                  US$[**] of European IOI Revenues in Fiscal Year 2009;
                  and

              


      

       

      
        	 	
                (c)

              	
                provided
                  that the IOI Group in FIX Division has achieved not less than US$[**]
                  of
                  Global IOI Revenues in Fiscal Year 2009, a cash payment equal to
                  [**]% of
                  Global IOI Revenues in Fiscal Year 2009 up to US$[**], plus [**]%
                  of
                  Global IOI Revenues in Fiscal Year 2009 between US$[**] and $[**],
                  plus
                  [**]% of Global IOI Revenues in Fiscal Year 2009 in excess of
                  US$[**].

              


      

       

      
        	 	
                2.1.3

              	
                within
                  thirty (30) days of the last Business Day of the first calendar
                  month
                  after the end of Fiscal Year 2010:

              


      

       

      
        	 	
                (a)

              	
                £[**],
                  provided that the IOI Group in FIX Division has achieved not less
                  than
                  US$[**] of Global IOI Revenues in Fiscal Year
                  2010;

              


      

       

      
        	 	
                (b)

              	
                £[**],
                  provided that the IOI Group in FIX Division has achieved not less
                  than
                  US$[**] of European IOI Revenues in Fiscal Year 2010;
                  and

              


      

       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                provided
                  that the IOI Group in FIX Division has achieved not less than US$[**]
                  of
                  Global IOI Revenues in Fiscal Year 2010, a cash payment equal to
                  [**]% of
                  Global IOI Revenues in Fiscal Year 2010 up to US$[**], plus [**]%
                  of
                  Global IOI Revenues in Fiscal Year 2010 between US$[**] and $[**],
                  plus
                  [**]% of Global IOI Revenues in Fiscal Year 2009 in excess of
                  US$[**];

              


      

       

      in
        each
        case subject to [**] for the IOI Group in FIX Division. During the Earn Out
        Period, the targets set out at paragraphs 2.1.1, 2.1.2 and 2.1.3 may be adjusted
        by the mutual agreement of the Buyer and the Sellers. For the purpose of
        this
        paragraph, agreement by the Sellers to any adjustment to the targets set
        will
        require the consent of those Sellers who hold at least [**] per cent. of
        the
        Shares as at the Completion Date. 

       

      
        	
                2.2

              	
                In
                  addition, as further consideration for the sale of the Shares,
                  the Sellers
                  shall be entitled to the sum of US$1,000,000 on the successful
                  technical
                  integration (as defined below in this clause) of the combined IOI
                  service
                  of the Seller and the Buyer for customer use as soon as possible
                  but in
                  any event within six months of Completion. The Buyer and Sellers
                  shall
                  work together to accomplish the successful technical integration
                  of the
                  combined IOI service as early as is commercially reasonable after
                  Completion and in any event not more than 6 months following Completion.
                  For the purposes of this clause the successful technical integration
                  of
                  the combined IOI service of the Buyer and the Company shall be
                  deemed to
                  have taken place when after first mutually agreeing to a programme
                  of
                  development tasks to accomplish the objectives set forth below
                  in such
                  time that in fact has no materially adverse effect upon the parties'
                  ability to complete the agreed development tasks within the time
                  set forth
                  in this paragraph 2.2:

              


      

       

      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                FIX
                  City has completed an agreed programme of development tasks which
                  [**];

              


      

       

      
        	 	
                (ii)

              	
                FIX
                  City has completed an agreed programme of development tasks which
                  [**];

              


      

       

      
        	 	
                (iii)
                  

              	
                [**];

              


      

       

      
        	 	
                (iv)

              	
                Fix
                  City has completed an agreed programme of development tasks which
                  [**];
                  and

              


      

       

      
        	 	
                (v)

              	
                ioinet
                  has been rebranded to include the NYFIX logo and colour scheme.
                  

              


      

       

      
        	 	
                (v)

              	
                In
                  any event where the Buyer fails to complete agreed development
                  tasks for
                  which it is solely responsible (and has no FIX City dependencies)
                  and
                  where any such failure in fact has a materially adverse effect
                  upon Fix
                  City's ability to complete the agreed development tasks within
                  the time
                  set forth in this paragraph 2.2, and further, insofar as FIX City
                  has
                  first brought any such material failure to the attention of the
                  Buyer
                  within such time that the Buyer may reasonably remedy such failure
                  without
                  such failure having a materially adverse effect upon Fix City's
                  ability to
                  complete the agreed development tasks within the time set forth
                  in this
                  paragraph 2.2. 

              


      

       

      
        	
                2.3

              	
                For
                  the avoidance of doubt, the further consideration payments set
                  out in this
                  paragraph 2 shall (save in the case of paragraph 2.2), subject
                  to the
                  satisfaction of the relevant conditions set out above, be payable
                  [**]
                  under this paragraph 2.

              


      

       

      
        	
                3.

              	
                Set-off
                  and Deduction

              


      

       

      The
        Buyer
        shall be entitled to set-off against any amount otherwise payable to the
        Sellers
        pursuant to the provisions of this schedule any amount payable to the Buyer
        by
        the Sellers in the event of a breach of any of the Warranties or payable
        by the
        Sellers to the Buyer under the Tax Deed.

       

      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

      

       

      
        	
                4.

              	
                Treatment
                  of the IOI Group in FIX
                  Division

              


      

      


      
        	
                4.1

              	
                The
                  Buyer acknowledges and agrees that during the Earn Out Period,
                  the Buyer
                  shall [**] this Schedule 6. In addition, the Buyer acknowledges
                  and agrees
                  (having regard to the manner in which the Consideration for the
                  Shares has
                  been calculated) that the Sellers have a legitimate interest in
                  ensuring
                  that the IOI Group in FIX Division is maintained in the relevant
                  years
                  without prejudicing the business of the Buyer.


              


      

       

      
        	
                5.

              	
                Undertakings
                  of the Buyer

              


      

       

      
        	
                5.1

              	
                The
                  Buyer agrees and undertakes and the Company and the Subsidiary
                  Undertaking
                  agree and undertake (where relevant) with each of the Sellers that
                  during
                  the Earn Out Period:

              


      

       

      
        	 	
                5.1.1

              	
                it
                  will provide the Company and the Subsidiary Undertaking with
                  [**];

              


      

       

      
        	 	
                5.1.2

              	
                the
                  Company shall not [**];

              


      

       

      
        	 	
                5.1.3

              	
                to
                  procure that the business of the Company and/or the Subsidiary
                  Undertaking
                  are [**];

              


      

       

      
        	 	
                5.1.4

              	
                ensure
                  that any goods or services provided to or in respect of the Company
                  or the
                  Subsidiary Undertaking by the Buyer
                  [**];

              


      

       

      
        	 	
                5.1.5

              	
                that
                  the memorandum and articles of association of the Company
                  [**];

              


      

       

      
        	 	
                5.1.6

              	
                it
                  will not change its accounting reference
                  date;

              


      

       

      
        	 	
                5.1.7

              	
                neither
                  the Company nor the Subsidiary Undertaking shall
                  [**];

              


      

       

      
        	 	
                5.1.8

              	
                the
                  Sellers shall be provided with [**] so that the Sellers can monitor
                  progress against the milestones;

              


      

       

      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.1.9

              	
                [**];

              


      

       

      
        	 	
                5.1.10

              	
                the
                  Buyer will not require the Company to do anything (i) (save as
                  provided in
                  paragraph 5.1.12 below) other than on an arms length basis
                  [**];

              


      

       

      
        	 	
                5.1.11

              	
                that
                  to the extent that any [**];

              


      

       

      
        	 	
                5.1.12

              	
                [**],
                  the Buyer and the Sellers will negotiate in good faith whether
                  there
                  should be any adjustment to any of the provisions of this Schedule
                  6
                  [**];

              


      

       

      
        	 	
                5.1.13

              	
                the
                  Sellers shall consider any proposals made by the Buyer [**]. However,
                  the
                  Sellers will not withhold consent [**]. In the event of any termination
                  of
                  the agreement with [**] for any reason, the Sellers agree to
                  [**];

              


      

       

      
        	 	
                5.1.14

              	
                the
                  Buyer will co-operate with the Sellers to introduce the Company
                  to the
                  Buyer's Group Clients;

              


      

       

      
        	 	
                5.1.15

              	
                the
                  Buyer will use reasonable endeavours to file an application with
                  the FSA
                  for authorisation as soon as reasonably
                  practicable;

              


      

       

      in
        each
        case, where relevant, save to the extent that the Company otherwise agrees
        with
        the Sellers in writing.

       

      
        	
                6.

              	
                Calculation
                  of the IOI Revenues 

              


      

       

      
        	
                6.1

              	
                The
                  Buyer shall procure that the Company issue a certificate ("IOI
                  Revenue
                  Certificate") in respect of the relevant years stating the European
                  IOI
                  Revenue and the Global IOI Revenue for that year.
                  

              


      

       

      
        	
                6.2

              	
                The
                  Sellers may, by notice (the "Notice") to the Buyer delivered within
                  14
                  days of receipt by the Sellers of the IOI Revenue Certificate,
                  require
                  that [**] for determination in which case any referral shall be
                  deemed a
                  joint referral by the Sellers and the Buyer. [**] and any other
                  matter
                  referred to them shall be provided to the Buyer and the Sellers
                  within 14
                  days of receipt of the Notice. If no Notice is served the IOI Revenue
                  Certificate shall be deemed agreed by the
                  Sellers.

              


      

       

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      

       

      
        	
                6.3

              	
                If
                  the Sellers continue to dispute the IOI Certificate by notifying
                  the Buyer
                  in writing, within 7 days of receipt of the Buyer's Auditors
                  determination, requiring that the calculation of European IOI Revenue
                  and
                  the Global IOI Revenue be reviewed, the dispute will be referred
                  to the
                  Independent Accountants (acting as experts) in which case the referral
                  shall be deemed a joint referral by the Sellers and the Buyer.
                  If no such
                  notice is served the decision of the Buyer's Auditors shall be
                  deemed
                  agreed by the Sellers. The Sellers shall be responsible for the
                  costs of
                  the Independent Accountants, save where the Independent Accountants
                  determine that the Sellers are entitled to such sums which exceed
                  those
                  set out in the IOI Certificate. The decision of the Independent
                  Accountants on the level of European IOI Revenue and the Global
                  IOI
                  Revenue and any other matter referred to them shall (except in
                  the case of
                  manifest error) be final and binding on the Sellers and the Buyer.
                  

              


      

       

      
        	
                6.4

              	
                The
                  Buyer shall procure that the Independent Accountants and the Sellers
                  are
                  each given access to all working papers prepared by the Company
                  and the
                  Subsidiary Undertaking or on their behalf and given any information
                  and
                  explanations they may reasonably
                  request.

              


      

       

      
        	
                6.5

              	
                Upon
                  the European IOI Revenue and the Global IOI Revenue being determined
                  by
                  the Buyer's Auditors or the Independent Accountants in accordance
                  with
                  this schedule, the Buyer shall notify the
                  Sellers.

              


      


      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      


      Appendix
        1

       

      Confidential
        Materials omitted and filed separately with the Securities and Exchange
        Commission.

      


      [**]


      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      


      Schedule
        7

       

      Relevant
        Competitors

       

      [**]


      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      


      Schedule
        8

       

      Bank
        Balance Figures 

      


      
        	
                Description

              	
                GBP

              
	
                Starting
                  Bank Balance

              	
                [**]

              
	
                Outstanding
                  Invoices

              	
                [**]

              
	 	 
	
                Accrued
                  payables

              	 
	
                Outstanding
                  Creditors

              	
                [**]

              
	
                Tax
                  Provision 2007

              	
                [**]

              
	
                Tax
                  Provision Q1 2008

              	
                [**]

              
	
                VAT
                  Payable Apr 2008

              	
                [**]

              
	
                VAT
                  Provision Mar 2008

              	
                [**]

              
	
                PAYE/NI

              	
                [**]

              
	
                Ending
                  Bank Balance

              	
                [**]

              
	 	 
	
                Dividend
                  at Close

              	
                [**]

              
	
                Profit
                  left in the company

              	
                [**]

              
	 	 
	
                Actual
                  Closing Bank Balance

              	
                [**]

              
	
                assuming
                  we pay no-one, and no-one pays
                  us

              


      


      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      


      
        	
                SIGNED
                  by

              	 	
                )

              	 	 	 	 
	
                KARL
                  SPENCER BREEZE

              	 	
                )

              	 	 	 	 
	
                in
                  the presence of

              	 	
                )

              	 	
                /s/
                  K. Breeze

              	 	 
	 	 	
                )

              	 	
                Karl
                  Spencer Breeze

              	 	 
	 	 	 	 	 	 	 
	
                SIGNED
                  by

              	 	
                )

              	 	 	 	 
	
                AMY
                  JANE MUDDIMER

              	 	
                )

              	 	 	 	 
	
                in
                  the presence of

              	 	
                )

              	 	
                /s/
                  A.J. Muddimer

              	 	 
	
                 

              	 	)	 	
                Amy
                  Jane Muddimer

              	 	 
	 	 	 	 	 	 	 
	
                SIGNED
                  by

              	 	
                )

              	 	 	 	 
	
                PAUL
                  DENBY SCOTT

              	 	
                )

              	 	 	 	 
	
                in
                  the presence of

              	 	
                )

              	 	
                /s/
                  Paul Scott

              	 	 
	 	 	
                )

              	 	
                Paul
                  Denby Scott

              	 	 
	 	 	 	 	 	 	 
	
                SIGNED
                  by

              	 	
                )

              	 	 	 	 
	
                ANDREW
                  SOUTHON

              	 	
                )

              	 	 	 	 
	
                in
                  the presence of

              	 	
                )

              	 	
                /s/
                  Andrew Southon

              	 	 
	 	 	
                )

              	 	
                Andrew
                  Southon

              	 	 
	 	 	 	 	 	 	 
	
                SIGNED
                  by

              	 	
                )

              	 	 	 	 
	
                MATTHEW
                  GEORGE BARKWAY

              	 	
                )

              	 	 	 	 
	
                in
                  the presence of

              	 	
                )

              	 	
                /s/
                  Matthew Barkway

              	 	 
	 	 	
                )

              	 	
                Matthew
                  George Barkway

              	 	 
	 	 	 	 	 	 	 
	
                SIGNED
                  by

              	 	
                )

              	 	 	 	 
	
                duly
                  authorised on behalf of

              	 	
                )

              	 	
                /s/
                  Christopher
                  G. Smith

              	 	
                /s/
                  Paul Kelly

              
	 	 	 	 	
                Christopher
                  G. Smith

              	 	
                Paul
                  Kelly

              
	
                NYFIX
                  GLOBAL SERVICES, LIMITED

              	 	
                )

              	 	 	 	 
	 	 	 	 	 	 	 
	
                SIGNED
                  by

              	 	
                )

              	 	 	 	 
	
                duly
                  authorised on behalf of

              	 	
                )

              	 	
                /s/
                  Steven R. Vigliotti

              	 	 
	
                NYFIX,
                  INC

              	 	
                )

              	 	
                Steven
                  R. Vigliotti

              	 	 


      


      
        
          
          

        

        
          100