Agreement dated April 30, 2004



 Exhibit 4.18 
  
 CONFORMED COPY 
  
 AGREEMENT 
  
 DATED 30th April, 2004 
  
 THE SELLERS 
 NAMED IN SCHEDULE 1 
  
 and 
  
 CARLISLE HOLDINGS LIMITED 
  
 for the sale and purchase of 
 all of
the issued share capital 
 of Ohsea Holdings Limited 







 CONTENTS 
  

					
	 	  	Page


	 Clause
	  	 
			
	 1.
	  	Interpretation	  	3
	 2.
	  	Sale and Purchase	  	3
	 3.
	  	Condition Precedent	  	3
	 4.
	  	Consideration	  	3
	 5.
	  	Completion	  	4
	 6.
	  	Put Option	  	5
	 7.
	  	regulation s	  	5
	 8.
	  	Protective Covenants	  	6
	 9.
	  	sellers as trustees	  	6
	 10.
	  	Costs	  	7
	 11.
	  	Further Assurance	  	7
	 12.
	  	Notices	  	7
	 13.
	  	Governing Law	  	7
		
	 Schedules
	  	 
	 1.
	  	The Sellers	  	8
	 2.
	  	Form of Put Option Notice	  	9
		
	 Signatories
	  	10








 THIS AGREEMENT is made on 30th April, 2004 
  
 BETWEEN: 
  

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

  

	(2)	CARLISLE HOLDINGS LIMITED (incorporated as an International Business Company in Belize) whose registered office is at 60 Market Square, PO Box 384, Belize City, Belize (the
Purchaser). 

  
 WHEREAS: 
  

	(A)	Ohsea Holdings Limited (registered number 4493380) (the Company) is a private company limited by shares having an issued share capital of £952,394.90 divided into:
1,622,899 ‘A’ ordinary shares of £0.10 each, 769,000 ‘B’ ordinary shares of £1 each, 70,350 ‘C’ ordinary shares of £0.10 each and 140,700 ‘D’ ordinary shares of £0.10 each (the Sale
Shares). 

  

	(B)	The Sellers (save for the Trustee) are the legal and beneficial owners of those of the Sale Shares set out opposite their names in column B of Schedule 1. The Trustee is the legal
owner of those Sale Shares set out opposite its name in column B of Schedule 1. 

  

	(C)	The Sellers wish to sell and the Purchaser wishes to purchase the Sale Shares on the terms set out in this agreement, in consideration for the issue and allotment to the Sellers of
an aggregate number of 788,220 ordinary shares of no par value in the capital of the Purchaser (the Consideration Shares) in respect of the ‘A’ ‘B’ and ‘C’ ordinary shares to be sold hereunder and in
consideration of the payment of £1 in respect of the D ordinary shares to be sold hereunder. 

  
 IT IS AGREED as follows: 
  

	1.	INTERPRETATION 

  
 In this agreement: 
  
 Business Day means a day (other than a Saturday or a Sunday) on which banks are generally open in London for normal business; 
  

	2.	SALE AND PURCHASE 

  
 The Sellers with full title guarantee shall sell and the Purchaser shall purchase the Sale Shares. 
  

	3.	CONDITION PRECEDENT 

  
 The sale and purchase of the Sale Shares is conditional on the AIM market of the London Stock Exchange plc admitting all the Consideration Shares to
trading on the Alternative Investment Market, subject only to their being issued and the Consideration Shares being listed on Nasdaq to the extent required by its rules (the Conditions) 
  

	4.	CONSIDERATION 

  
 The consideration for the sale of the ‘A’ ‘B’ and ‘C’ ordinary shares to be sold hereunder, shall be the issue and allotment
to the Sellers of the Consideration Shares in the amounts set out 
  

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 opposite the name of each Seller in column C of Schedule 1, and in the case of the 140,700 ‘D’
ordinary shares to be sold hereunder by CS Services Limited, the consideration shall be the aggregate amount of £1. 
  
 The Consideration Shares will be allotted credited as fully paid and will have the rights attaching thereto as specified in the articles. 
  

	5.	COMPLETION 

  

	5.1	Completion of the sale and purchase of the Sale Shares (Completion) shall take place immediately after the signature of this agreement. 

  

	5.2	At Completion the Sellers shall procure the delivery to the Purchaser (subject only to the satisfaction of the conditions) of: 

  

	 	(a)	duly executed transfers of the Sale Shares in favour of the Purchaser or as it may direct; 

  

	 	(b)	share certificate(s) representing the Sale Shares (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing); and


  

	 	(c)	the certificate of incorporation, common seal, minute books, statutory registers and share certificate book of the Company. 

  

	5.3	At Completion a meeting of the directors of the Purchaser shall be held at or immediately following which, subject only to the satisfaction of the Conditions,:


  

	 	(a)	the Consideration Shares shall be allotted to the Sellers in accordance with the provisions of the clause headed “Consideration”; 

  

	 	(b)	the names of the Sellers shall be entered in the register of members of the Purchaser as the holders of the Consideration Shares allotted to them; and 

  

	 	(c)	the Purchaser shall deliver share certificates representing the Consideration Shares to the respective allottees or as they may nominate. 

  

	5.4	At Completion, the Sellers (other than Andrew Dixey) shall procure that a meeting of the directors of the Company is held at or immediately following which, subject only to the
satisfaction of the Conditions: 

  

	 	(a)	the transfer of the Sale Shares shall be approved; and 

  

	 	(b)	the name of the Purchaser shall be entered in the register of members of the Company; and 

  

	 	(c)	the Company shall deliver a share certificate representing the Sale Shares to the Purchaser. 

  

	5.5	In the event that the Conditions have not been satisfied by 5 p.m on 21st May 2004, this Agreement shall cease to be of any force and effect, unless the parties otherwise agree, and
any documents and things delivered by any party (a “Deliverer”) to another party (a “Deliveree”) shall be returned by the relevant Deliveree to the Deliverer. Until such time, or until the satisfaction of the Conditions,
(whichever is the earlier) such documents and things shall be held by the relevant Deliveree in escrow, and shall only be released from such 

  

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 escrow either (i) following the satisfaction of the Conditions (in which case they shall be held solely
by the Deliveree for its own account); or (ii) at 5.pm on 21st May 2004 (in which case they shall be returned to the Deliverer as aforesaid . 
  

	5.6	Completion shall be deemed to occur when the Conditions have been satisfied. 

  

	6.	PUT OPTION 

  

	6.1	In consideration of the transactions contemplated by this agreement and the payment of £1 receipt of which is acknowledged, each of CS Services Limited, Benjamin Blackden and
Andrew Dixey (each a “Putee”) grants to the Purchaser an option to require the Putees severally to purchase the entire issued share capital of S. Com Inc (the Option Shares), in the proportions set out in column (D) of Schedule 1
(the Put Option). 

  

	6.2	The Put Option shall be exerciseable only following judgment being given in favour of the plaintiffs in the case of Smith vs. S. Com Inc (case no. CGC-02-412968).


  

	6.3	The aggregate price payable for the Option Shares shall be the sum of £1 payable by each Putee. The Purchaser may only exercise the Put Option by serving a notice
substantially in the form of Schedule 2 (the Put Option Notice) on each Putee, and including evidence reasonably satisfactory to the Putees to the effect that the condition set out in 6.2 above has been satisfied. 

  

	6.4	Completion of any sale and purchase of the Option Shares (Option Shares Completion) shall take place at the offices of Allen & Overy at One New Change, London EC4M 9QQ on
the date which is the tenth Business Day after the date of service of the Put Option Notice. At Option Shares Completion the Purchaser shall procure the delivery to the Seller of: 

  

	 	(a)	duly executed transfers in respect of the Option Shares to be transferred to the relevant Putee in favour of such person or persons as the Putee may direct, and in default of any
such direction, in favour of the relevant Putee; 

  
  

	 	(b)	the share certificate(s) representing the Option Shares (or an express indemnity in a form satisfactory to the Putees in the case of any found to be missing); and


  

	 	(c)	such other documents as may be necessary to enable the Putee or their relevant nominee(s) to obtain a good title to the Option Shares. 

  

	6.5	Against delivery of the documents referred to in subclause 6.4 above, each of the Putees shall pay in full for the Option Shares in immediately available funds.


  

	7.	REGULATION S 

  

	7.1	The Consideration Shares are not registered under the United States Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United
States or to a U.S. Person (as defined as defined in Regulation S promulgated under the Act) unless registered or an exemption from registration is available. 

  

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	7.2	None of the Sellers nor the legal and beneficial owners of the Sale Shares set out opposite the name of the Trustee in column B of Schedule 1 is a U.S. Person as defined in
Regulation S or is a person in the United States. None of such persons nor the Purchaser has undertaken any activity as described in Regulation S for the purpose of or which could reasonably be expected to have the effect of conditioning the market
in the United States for any of the Consideration Shares. 

  

	7.3	For a period of 40 days from Completion, none of the Consideration Shares will be offered or sold in the United States, to any U.S. Person or otherwise except in accordance with
Regulation S; pursuant to registration of the Consideration Shares under the Act; or pursuant to an available exemption from the registration requirements of the Act. The certificates representing the Consideration Shares may be endorsed with a
legend which reflects the provisions of this Section 7.3 and provides that any purported transfer of the Consideration Shares not in compliance with this Section 7.3 may not be recognised. 

  

	8.	PROTECTIVE COVENANTS 

  

	(1)	Benjamin Blackden covenants with the Purchaser and the Company that he shall not for a period of one year from Completion: 

  

	 	(a)	be engaged or (save as the holder of the shares in a listed company which confer not more than five per cent of the votes which could normally be cast at the general meetings of the
company) be concerned in or interested in any business carrying on business in the United Kingdom which is competitive or likely to be competitive with any of the businesses carried on by the Company or any of its subsidiaries at Completion; or


  

	 	(b)	canvass or solicit orders for the supply of services similar to those being provided by the Company or any of its subsidiaries at Completion from any person who is at Completion or
has been at any time within the year prior to Completion a customer of the Company or any of its subsidiaries; or 

  

	 	(c)	induce or attempt to induce any director or any employee of the Company or any of its subsidiaries to leave the employment of the Company or any of its subsidiaries.


  

	(2)	Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is
invalid. 

  

	(3)	If any of those restrictions is void but would be valid if some part of the restrictions were deleted the restriction in question shall apply with such modification as may be
necessary to make it valid. 

  

	(4)	Benjamin Blackden acknowledges that the above provisions of this clause are no more extensive than is reasonable to protect the Purchaser as the purchaser of the Sale Shares.


  

	9.	SELLERS AS TRUSTEES 

  
 The Sellers shall, until the Sale Shares are registered in the name of the Purchaser or as it may direct, hold the Sale Shares on trust for the Purchaser.

  

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	10.	COSTS 

  
 Each party shall pay the costs and expenses incurred by it in connection with the entering into and completion of this agreement save that the Purchaser
shall pay all reasonable costs and expenses incurred by the Putees in connection with the exercise of the Put Option, including without limitation any stamp duty, registration fees or other similar taxes.. 
  

	11.	FURTHER ASSURANCE 

  
 Each party shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions and shall otherwise
exercise all powers and rights available to it in order to give effect to this agreement. 
  

	12.	WHOLE AGREEMENT 

  

	12.1	This agreement and the letters of confirmation, consent and waiver dated the same date from each of the Sellers to the Purchaser and the Company contain the whole agreement between
the parties relating to the transactions contemplated by this agreement. 

  

	12.2	Each party acknowledges that in entering into this agreement it has not relied upon any representation, warranty, or other assurance (other than as set out in this agreement and the
letters referred to in 12.1) made by or on behalf of any other party before signature of this agreement, and each party waives all rights and remedies which, but for this subclause, might otherwise be available to it in respect of any such
representation warranty or other assurance. 

  

	13.	NOTICES 

  

	13.1	Any notice or other document to be served under this agreement may be delivered or sent by post or by hand to the party to be served at its address stated in this document or at
such other address as it may have notified to the other parties in accordance with this clause. 

  

	13.2	Any notice or document shall be deemed to have been served: 

  

	 	(a)	if delivered, at the time of delivery; or 

  

	 	(b)	if posted, at 10.00 a.m. on the fifth Business Day after it was put into the post. 

  

	13.3	In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and
posted. 

  

	14.	GOVERNING LAW 

  
 This agreement shall be governed by and construed in accordance with English law. 
  
 AS WITNESS the hands of the duly authorised representatives of the parties on the date
which appears first on page 1. 
  

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 SCHEDULE 1 
  

THE SELLERS 
  

							
	 (A)

	  	 (B)

	  	 (C)

	  	(D)


	 Name and address of Seller

	  	 Number of Sale
 Shares

	  	 Number of
Consideration
Shares

	  	Percentage of
Option Shares


	 CS Services Limited
 60 Market Square
 PO Box 384
 Belize City
 Belize
	  	 1,622,899 ‘A’ ordinary
 shares
  
 140,700
‘D’ ordinary
 shares
	  	 519,526
  
  
 Nil
	  	1,622,899
2,462,249
				
	 Andrew Dixey
 Hill House
 Bloxham
 Oxfordshire
 OX15 4PH
	  	 69,000 ‘B’ ordinary
 shares
 70,350 ‘C’ ordinary
 shares
	  	 22,088
  
 22,521
	  	139,350
2,462,249
				
	 Benjamin and Sally Blackden
 Crantford Layters Way
 Gerrards Cross
 Buckinghamshire
 SL9 7QZ
	  	 400,000 ‘B’ ordinary
 shares
	  	128,049	  	700,000
2,462,249
				
	 Osborne Clarke Trustees
 Limited as trustee (the
 Trustee) of the Blackden
 Personal Settlement
 2 Temple Back East
 Temple Quay
 Bristol
 BS1 6EG
	  	 300,000 ‘B’ ordinary
 shares
	  	96,036	  	 

  

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 SCHEDULE 2 
  

FORM OF PUT OPTION NOTICE 
  
 To: [Name of Putee] 
  
 Dear Sirs, 
  
 We refer to the Share Exchange and Option Agreement dated 23rd April, 2004 (the Agreement) and made between yourselves and ourselves and to the Put Option granted by you to us under the Agreement. 
  
 We hereby give you notice under and pursuant to clause 6 of the Agreement that we exercise the Put Option granted by you to us in respect of
the relevant Option Shares to be purchased by [name of Putee]. 
  
 Yours
faithfully, 
  
 For and on behalf of 
  
 Carlisle Holdings Limited 
  

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 SIGNATORIES 
  

					
	 SIGNED by NORTHTOWN
 LIMITED
	 	)	 	/s/ RADIANCE HEREDIA
	 for CS SERVICES LIMITED
	 	)	 	FOR NORTHTOWN LTD, DIRECTOR
			
	 SIGNED by DAVID HAMMOND
	 	)	 	/s/ D.B. HAMMOND
	 for CARLISLE HOLDINGS
 LIMITED
	 	)	 	 
			
	 SIGNED by ANDREW DIXEY
	 	)	 	/s/ ANDREW DIXEY
	 	 	 )
	 	 
			
	 SIGNED by BENJAMIN BLACKDEN
	 	 )
 )
	 	 /s/ BENJAMIN BLACKDEN

	 	 	 	 	 
			
	 SIGNED by SALLY BLACKDEN
	 	 )
 )
	 	/s/ S.L. BLACKDEN
	 	 	 	 	 
			
	 SIGNED by MATTHEW BENNETT
 and MARK WOODWARD
 for Osborne Clarke Trustees Limited
 in its capacity as a trustee of the

BLACKDEN PERSONAL
 SETTLEMENT
	 	 )
 )
	 	 /s/ MATTHEW BENNETT (DIRECTOR)
 /s/ MARK WOODWARD
(DIRECTOR)


  

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