Exhibit 2.1

Share Purchase Agreement

Dated 21 June 2010

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|                      |                                                    |  |    | 
|--------------------- | -------------------------------------------------- |  | -- | 
|Index                 |                                                    |  |    | 
|                      |                                                    |  |    | 
|1.                    | Definitions
 and interpretation                    |  | 2 
|                      |                                                    |  |    | 
|2.                    | Sale
 and purchase of shares                       |  | 8 
|                      |                                                    |  |    | 
|3.                    | Consideration                                      |  | 9 
|                      |                                                    |  |    | 
|4.                    | Completion                                         |  | 10
|                      |                                                    |  |    | 
|5.                    | Warranties                                         |  | 12
|                      |                                                    |  |    | 
|6.                    | Earn-out
 and indemnities                          |  | 14
|                      |                                                    |  |    | 
|7.                    | Escrow                                             |  | 19
|                      |                                                    |  |    | 
|8.                    | Confidentiality;
 non-completion                   |  | 19
|                      |                                                    |  |    | 
|9.                    | Costs                                              |  | 21
|                      |                                                    |  |    | 
|10.                   | Notices                                            |  | 21
|                      |                                                    |  |    | 
|11.                   | Governing
 law and jurisdiction                    |  | 22
|                      |                                                    |  |    | 
|12.                   | Publicity                                          |  | 22
|                      |                                                    |  |    | 
|13.                   | General                                            |  | 23
|                      |                                                    |  |    | 
|Schedule
 1           | Vendors
 Shares, Consideration and Vendors Loans |  |   
|Schedule
 2           | The
 Company                                      
|Schedule
 3           | The
 Subsidiary                                   
|Schedule
 4           | The
 Properties                                   
|Schedule
 5           | Tax
 Deed                                         
|Schedule
 6           | Warranties                                        
|Schedule
 7           | Limitation
 of Vendors Liability                 
|                      |                                                   
|Agreed Form Documents
|                      |                                                   
|Annex
 1              | Lock-Up
 Agreement                                
|Annex
 2              | Shareholder
 Representation Agreement             
|Annex
 3              | Escrow
 Agreement                                 
|Annex
 4              | Directors
 Letters of Resignation                

i

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THIS AGREEMENT is made on 21
June 2010

BETWEEN:

|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|-------- | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | 1. | The persons whose names
 and addresses are set out in the first and second columns of Schedule 1 (the
 Vendors);                                                                                                                                                                                                                                                                   
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 2. | CITYSYNC
 LIMITED
 (registration number 3791347) whose registered office is at City Park,
 Swiftfields, Welwyn Garden City, Hertfordshire, AL7 1LY, United Kingdom (the
 Company);                                                                                                                                                                                                 
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 3. | IMAGE
 SENSING SYSTEMS EUROPE LIMITED (registration number 5148882) whose registered office is at 54 Sun
 Street, Waltham Abbey, Essex, EN9 1EJ, United Kingdom (the Purchaser, which
 expression shall, where the context so admits, include its assigns).                                                                                                                        
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 4. | IMAGE
 SENSING SYSTEMS, INC.
 (incorporated under the laws of the State of Minnesota, USA) whose registered
 office is at 500 Spruce Tree Centre, 1600 University Avenue West, St. Paul,
 Minnesota 55104 USA (ISS).                                                                                                                                                               
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|RECITALS
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 5. | The Company (short details
 of which are set out in Schedule 2) is a private company and, at the date of
 this agreement, has an authorised share capital of £60,000.00 divided into
 60,000 ordinary shares (Ordinary Shares) of £1.00, of which 15,000 have
 been issued as fully paid (or credited as fully paid) and of which 9,000 are
 registered in the name of the Vendors.
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 6. | The Vendors are
 beneficially entitled to the shares in the numbers set out in the third
 column of Schedule 1 and have the right to sell them free from all
 Incumbrances.                                                                                                                                                                                                          
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 7. | The Company is indebted to
 the Second Named Vendor in the amount of the Vendors Loan. The Second Named Vendor has agreed to
 accept the payment in the manner set out in clause 4.3.2.                                                                                                                                                                                             
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 8. | The Company is the direct
 owner of the whole of the issued share capital in the Subsidiary. The Subsidiary is the only subsidiary of
 the Company.                                                                                                                                                                                                                                  
|         |    |                                                                                                                                                                                                                                                                                                                                                                                      
|         | 9. | The Vendors have agreed
 with the Purchaser to sell the Shares to the Purchaser on the terms and
 conditions contained in this agreement.                                                                                                                                                                                                                                            

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IT IS AGREED as follows:

|   |                                 |                                                                                                                                                   
|-- | ------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Definitions
 and interpretation
|   |                                 |                                                                                                                                                   
|   | 1.1                             | In this agreement and in
 the schedules (unless the context otherwise requires), the following words
 and expressions have the following meanings:

| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | ----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | the
 Accounting Dates | 30th
 November 2008 and 31st January 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Affiliate             | means, when
 used to indicate a relationship with a specified person, a person that
 directly, or indirectly through one or more intermediaries, Controls, or is
 Controlled by, or is under common Control with, such specified person; and a
 person shall be deemed to be Controlled by another person if Controlled in
 any manner whatsoever that results in Control in fact by that other person
 (or that other person and any person or persons with whom that other person
 is acting jointly or in concert).
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Agreed Form           | in relation
 to any document, the draft of that document which is either annexed to this
 agreement or which has been initialed by a party or, on their behalf, by the
 Vendors Solicitors and the Purchasers Solicitors, by way of identification.                                                                                                                                                                                                                                                                 
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Audited
 Accounts     | the audited
 consolidated financial statements of the Company and the Subsidiary as at and
 for the year ended on 31 January 2010 (copies of which have been included in
 the Disclosure Letter), including a balance sheet, profit and loss statement,
 notes, auditors and directors reports, and a statement of the source and
 application of funds.                                                                                                                                                            
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Business              | the business
 of developing, marketing, distributing, selling and supporting automatic
 number plate recognition and automatic license plate recognition hardware and
 software.                                                                                                                                                                                                                                                                                                                                      
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Business
 Day         | a day (other
 than a Saturday, Sunday or public holiday) when banks in London, England are
 open for business.                                                                                                                                                                                                                                                                                                                                                                                                        
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | CAA 2001              | the Capital
 Allowances Act 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

2

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| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | ------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | Certified
 Accounts     | the abbreviated
 accounts filed by the Company with the Companies House for each of the years
 ended on the respective Accounting Dates (copies of which have been included
 in the Disclosure Letter).                                               
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | Common
 Stock           | the common
 stock, $0.01 per share par value, of ISS.                                                                                                                                                                                                 
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | Company
 Software       | Software
 owned by the Company or the Subsidiary.                                                                                                                                                                                                     
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | Completion
 Date        | the date of
 actual completion of the matters provided for in clauses 4.1 to 4.4 and the
 Transactions, and Completion shall be construed accordingly.                                                                                              
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | Consideration
 Shares   | 57,000
 shares of Common Stock, credited as fully paid, issued to the Vendors as a
 portion of the Purchase Price as provided in clause 3.                                                                                                            
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | Control                 | in relation
 to a body corporate, the power of a person to secure that the affairs of the
 body corporate are conducted in accordance with the wishes of that person:                                                                                 
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| |                           | (a)                                                                                                                                                                                                                                                    | by means of
 the holding of shares, or the possession of voting power, in or in relation
 to that or any other body corporate; or                  
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| |                           | (b)                                                                                                                                                                                                                                                    | by virtue of
 any powers conferred by the constitutional or corporate documents, or any
 other document, relating that or any other body corporate;
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| |                           | and a
 Change of Control occurs if a person who controls any body corporate ceases
 to do so or if another person acquires control of it, and Controlled and
 Controls shall be construed accordingly.                                          
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | Disclosure
 Letter      | the letter
 and its annexures, dated with todays date, delivered immediately before the
 execution of this agreement and addressed by the Vendors Solicitors to the
 Purchasers Solicitors, disclosing various matters relating to the
 Warranties.
| |                           |                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | Earn-Out
 Consideration | the portion
 of the Purchase Price payable in accordance with clause 6.                                                                                                                                                                               

3

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| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | ------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Escrow
 Account               | the escrow
 account created by the Escrow Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | Escrow
 Agent                 | Wells Fargo
 Bank, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | Escrow
 Agreement             | the escrow
 agreement of even date herewith among the Purchaser, ISS, the Vendors and the
 Escrow Agent in the Agreed Form under which the Consideration Shares shall be
 placed in the Escrow Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | Incumbrance                   | any
 mortgage, charge (whether fixed or floating), pledge, lien, option, right of
 pre-emption, claims, equity, restrictions, right to acquire, assignment,
 hypothecation, right of retention of title or any other form of security,
 interest, title or security interest or any obligation (including any
 conditional obligation) to create any of the same.                                                                                                                                                                                                                                                                                                                                                                 
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | Intellectual
 Property Rights | all patents,
 patent applications, rights to inventions, copyright, trade marks, service
 marks, trade names, business and domain names, rights in trade dress or
 get-up, rights in goodwill or to sue for passing off, rights in designs,
 rights in computer software, database rights, moral rights, proprietary
 rights in confidential information (including trade secrets and know-how),
 rights under licences or similar agreements or arrangements, and any other
 intellectual property rights, in each case whether registered or unregistered
 and including all applications for and renewals or extensions of such rights,
 and all similar or equivalent rights or forms of protection in any part of
 the world.
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | Loan
 Agreements              | means the
 loan agreement(s) between the Second Named Vendor and the Company dated 7
 February 2006, true and correct copies of which are attached to the
 Disclosure Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | Loss                          | means any
 and all loss, liability or damage and any reasonable cost or expense
 resulting from or arising out of any claim, including the reasonable costs,
 fees and expenses of any action, suit, proceeding, claim, grievance,
 arbitration, injunction, demand, assessment, reassessment,                                                                                                                                                                                                                                                                                                                                                                                                                                    

4

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| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | ------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                           | judgement,
 settlement or compromise relating to the claim; and all interest, exemplary
 or punitive damages, fines and penalties; but Loss does not include any
 decrease in the market price of the Consideration Shares.                                                                                                                                                            
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Management
 Accounts    | the
 unaudited consolidated profit and loss statements of the Company and the
 Subsidiary for the period from and including 1 February 2010 through and
 including 31 May 2010 and the consolidated unaudited balance sheet of the
 Company and the Subsidiary as at 31 May 2010 in the Agreed Form (copies of
 which have been included in the Disclosure Letter).                      
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Properties              | the
 leasehold properties, short particulars of which are contained in Schedule 4,
 and Property shall mean any of them.                                                                                                                                                                                                                                                               
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Purchasers
 Solicitors | Crane &
 Staples of Longcroft House, Fretherne Road, Welwyn Garden City, Hertfordshire
 AL8 6TU (DX 30051 WELWYN GARDEN CITY).                                                                                                                                                                                                                                                           
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Registered
 IPR         | means all
 Intellectual Property Rights which have been registered by the Company or
 which are the subject of any current application for registration (including
 all registered trade marks and domain names).                                                                                                                                                                        
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Revenue                 | all fiscal authorities
 (national municipal or local), whether of the United Kingdom or elsewhere.                                                                                                                                                                                                                                                                                       
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Second
 Named Vendor    | Lawson John
 Noble, one of the Vendors.                                                                                                                                                                                                                                                                                                                                                  
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Shares                  | the 9,000
 Ordinary Shares of £1 each in the share capital of the Company, details of which
 appear in Recital (2).                                                                                                                                                                                                                                                                      
| |                           |                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Software                | any computer program,
 operating system, applications system, firmware or software code of any
 nature, whether operational, under development or inactive, including
 (i) all object code, source code, data files, rules, definitions or
 methodology derived from the foregoing and any derivations, updates,
 enhancements and customization of any of the foregoing; (ii) processes,

5

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| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------
| |                       | know-how, operating
 procedures, methods and all other Intellectual Property Rights, in each case
 embodied with the foregoing; and (iii) technical manuals, user manuals
 and other documentation thereof, whether in machine-readable form,
 programming language or any other language or symbols and whether stored,
 encoded, recorded or written on disk, tape, film, memory device, paper or
 other media of any nature, in each case relating to the foregoing.                                                                                         
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| | Special
 Accountant | a mutually
 agreeable independent registered accounting firm or, in default of mutual
 agreement, such firm as is nominated by the President for the time being of
 the Institute of Chartered Accountants in England and Wales on the written
 application of the Vendors or the Purchaser (whoever applies first);
 provided, that the party applying first shall simultaneously give notice to
 the other parties to this agreement of such application, which notice shall
 state the date the application was filed and include a copy of the
 application.
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| | SSAP                | any
 Statement of Standard Accounting Practice in force at the Completion Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| | Subsidiary          | the company,
 short details of which are set out in Schedule 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| | Tax or
 Taxation  | any form of
 taxation, duty, levy, charge, withholding, national insurance or other
 similar contribution, or rates (whether created or imposed by any
 governmental, state, federal, local, provincial, municipal or other body, or
 any statute, regulation or other law, and whether in the United Kingdom or
 elsewhere), including without limitation:                                                                                                                                                                                                     
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| |                       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any
 obligation to repay (in whole or part) any payment for group or consortium
 relief; and
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| |                       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any related
 penalty, interest, fine, charges, costs or surcharge related thereto.          
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                             
| | Tax Claim           | means a
 claim under the Tax Deed or for a breach of any of the Tax Warranties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

6

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| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | Tax Deed              | the tax deed
 referred to in clause 4.1.6 below.                                                                                                                                                                                                                                                                              
| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | Tax
 Warranties       | means the
 warranties contained in paragraph 16 of Schedule 6 of the
 agreement.                                                                                                                                                                                                                                              
| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | Third Party
 Software | all Software
 owned by third parties that is either licenced, offered or provided to
 customers of the Company as part of or in conjunction with any Company
 products; material to the development or provision of the Company products;
 or otherwise used by the Company or the Subsidiary in the conduct of its
 business.
| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | Transactions          | means the
 transactions provided for in this agreement.                                                                                                                                                                                                                                                                       
| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | United
 States GAAP   | means United States
 generally accepted accounting principles, consistently applied.                                                                                                                                                                                                                                          
| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | Vendors
 Loan        | the loan by
 the Second Named Vendor to the Company evidenced by the Loan Agreements.                                                                                                                                                                                                                                         
| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | Vendors
 Solicitors  | Harbottle
 & Lewis LLP of 14 Hanover Square, London W1S 1HP DX 44617 MAYFAIR.                                                                                                                                                                                                                                                 
| |                         |                                                                                                                                                                                                                                                                                                                                | 
| | Warranties            | the
 representations and warranties given by the Vendors in clause 5 and Schedule
 6.                                                                                                                                                                                                                                         

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 1.2 | Expressions
 in the singular shall include the plural and in the masculine shall include
 the feminine and vice versa, and references to persons shall include
 corporations and vice versa.                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | 1.3 | References
 to any statute or statutory provision shall be construed as references to
 that statute or statutory provision as amended, re-enacted or modified in its
 operation by any other statute or statutory provision (whether before or
 after the date of this agreement), and shall include any provisions of which
 they are re-enactments (whether with or without modification) and any
 subordinate legislation made under the relevant statute.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | 1.4 | References
 to recitals, clauses and Schedules are references to recitals and clauses of,
 and schedules to, this agreement.                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | 1.5 | The Vendors
 shall be deemed to enter or undertake all obligations under this agreement
 jointly and severally, whether those obligations result from the execution of
 this agreement or from the breach of its provisions (including without
 limitation any of the Warranties proving to be untrue or misleading, or being
 breached).                                                                                                                    

7

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|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 1.6                                                                                                                                          | Expressions
 defined in the Income and Corporation Taxes Act 1988, the Taxation of
 Chargeable Gains Act 1992, the CAA 2001, the Income Tax (Earnings and
 Pensions Act) 2003, the Income Tax (Trading and Other Income) Act 2005, the
 Income Tax Act 2007, the Corporation Tax Act 2009 or in the Companies Acts
 shall wherever used in this agreement have the meanings given to them in the
 relevant statute (unless the context otherwise requires) and, in the case of
 any inconsistency, the defined terms used in the Companies Acts shall
 prevail.
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 1.7                                                                                                                                          | The headings
 used in this agreement are inserted for convenience only and shall not affect
 its construction or interpretation.                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 1.8                                                                                                                                          | Unless
 specified otherwise, all statements of or references to dollar amounts in
 this agreement are to United States dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 1.9                                                                                                                                          | Any
 reference to writing or written includes faxes and any legible
 reproduction of words delivered in permanent and tangible form (but does not
 include email).                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 1.10                                                                                                                                         | The
 Schedules form part of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|2. | Sale and purchase of shares                                                                                                                 
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 2.1                                                                                                                                          | Subject to
 the terms of this agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   |                                                                                                                                              | 2.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | each of the
 Vendors shall sell the Shares to the Purchaser with full title guarantee; and                                                                                       
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   |                                                                                                                                              | 2.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
 Purchaser (relying on the representations, warranties, undertakings and
 indemnities by the Vendors in this agreement) shall purchase the Shares from
 the Vendors          
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | free from
 all Incumbrances (and with all attached or accrued rights as at the
 Completion Date) for the consideration detailed in clause 3.
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 2.2                                                                                                                                          | Each of the
 Vendors hereby represents to ISS and the Purchaser that no dividend payments
 are due and payable to him by the Company and hereby unconditionally and
 irrevocably waives in favour of the Company, ISS and the Purchaser any and
 all dividend payments due by the Company to him to the extent that they
 remain unpaid.                                                                                                                                                                                                                       
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 2.3                                                                                                                                          | Each of the
 Vendors waives any rights of pre-emption or rights of first refusal conferred
 by the articles of association of the Company or otherwise, over:-                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   |                                                                                                                                              | 2.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Shares;
 and                                                                                                                                                                 
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   |                                                                                                                                              | 2.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | all of those
 6,000 Ordinary Shares, 3,000 of which are registered in the name of Anthony
 Burke and 3,000 of which are registered in the name of Christopher John
 Stanley Cook.
|   |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|   | 2.4                                                                                                                                          | The
 Purchaser shall not be obliged to complete the purchase of any of the Shares
 unless the purchase of all of the Shares is completed simultaneously.                                                                                                                                                                                                                                                                                                                                                                                                       

8

---



|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                           
|-- | ------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Consideration
|   |              
|   | 3.1           | Subject to
 adjustment at Completion as provided in clause 3.3, the consideration payable
 for the Shares (the Purchase Price) shall be the sum of:                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |               | 3.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | cash
 consideration of £4,455,000.00;                                                                                                                                                                                                     
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                           
|   |               | 3.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (subject to
 the escrow arrangements referred to in clause 7) the Consideration Shares
 payable in accordance with clause 4.4 (the consideration described in clauses
 3.1.1 and 3.1.2 is referred to as the Initial Consideration); and
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                           
|   |               | 3.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Earn-Out
 Consideration payable as provided in clause 6.                                                                                                                                                                              
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                           
|   | 3.2           | The Initial
 Consideration shall be apportioned among the Vendors in due proportion to the
 number of Shares registered in their respective names as detailed in Schedule
 1.                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 3.3           | If, at the
 Completion Date, it is determined that the amount of the Companys retained
 earnings (the 2010 Retained Earnings Amount) as shown on the balance sheet
 dated as of 31 May 2010 included in the Management Accounts is less than
 $380,000.00, then the amount of the Initial Consideration payable in cash
 shall be reduced by the amount that the 2010 Retained Earnings Amount is less
 than $380,000.00. By way of example, if the 2010 Retained Earnings Amount is
 $300,000.00, the amount of the Initial Consideration payable in cash shall be
 reduced by $80,000.00.
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 3.4           | In addition
 to the conditions imposed by the Escrow Agreement, each Vendor covenants and
 agrees that he will not, for a period of 18 months from the Completion Date,
 sell, transfer, mortgage, or in any other way encumber or offer for sale or
 enter into any option in respect of the Consideration Shares. As provided in
 clause 4, to evidence the covenant set forth in the foregoing sentence, each
 Vendor shall, at Completion, deliver to the Purchaser a lock-up agreement in
 the Agreed Form (the Lock-Up Agreement).                                                    
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 3.5           | Each Vendor
 acknowledges that the Consideration Shares issued at the Completion in
 accordance with clause 3.1 will not, as of the Completion Date, be registered
 under the United States Securities Act of 1933 (the 1933 Act) and may not
 be resold without compliance with the 1933 Act. The stock certificates
 representing the Consideration Shares shall bear a legend in substantially
 the following form:                                                                                                                                                                      
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |               | THE SHARES
 REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED
 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (SECURITIES ACT), OR ANY
 APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR
 INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS
 COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
 APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF QUALIFIED COUNSEL
 EXPERIENCED IN SECURITIES LAW MATTERS AND REASONABLY ACCEPTABLE TO THE ISSUER
 AND ITS TRANSFER                  

9

---



|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                           | AGENT, IS
 EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
 LAWS.                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 3.6                                                                                                                                                                                                                                                                                       | As a
 condition to receipt of the Consideration Shares at the Completion, each
 Vendor shall, at Completion, furnish to the Purchaser a duly executed
 shareholder representation agreement in the Agreed Form (the Shareholder
 Representation Agreement), certifying as to certain matters with respect to
 the Consideration Shares issued at Completion.
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                               
|4. | Completion                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                          
|   | Completion
 of the sale and purchase of the Shares shall take place at the offices of the
 Purchasers Solicitors immediately after signature and exchange of this
 agreement (the Completion Date) when and where the matters referred to in
 clauses 4.1 to 4.4 shall be carried out:
|   |                                                                                                                                                                                                                                                                                          
|   | 4.1                                                                                                                                                                                                                                                                                       | The Vendors
 shall deliver to the Purchaser:                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                           | 4.1.1                                                                                                                                                                                                                                                                                                                                                          | transfers of
 the Shares duly executed by the registered holders in favour of the Purchaser
 (or as it in writing directs), accompanied by their respective share
 certificates, in such form as is necessary for the Purchaser to establish
 legal ownership in accordance with English law;                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                           | 4.1.2                                                                                                                                                                                                                                                                                                                                                          | the share
 certificate in respect of 1,500 shares of common stock, representing all of
 the outstanding equity shares of the Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                           | 4.1.3                                                                                                                                                                                                                                                                                                                                                          | the certificates
 of incorporation, statutory books (including minute books) and all books of
 account and other records of the Company and the Subsidiary complete and
 (where appropriate) written up to date immediately prior to the Completion
 Date;                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                           | 4.1.4                                                                                                                                                                                                                                                                                                                                                          | the title
 deeds to the Properties and all ancillary documents, together with
 confirmation of the lost title deeds indemnity insurance cover in the agreed
 amount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                           | 4.1.5                                                                                                                                                                                                                                                                                                                                                          | the
 resignation of each of the existing directors and secretary of the Company and
 of the Subsidiary, with a written acknowledgement, waiver and release from
 each (executed as a deed in the Agreed Form) that he has no claim whatever
 against ISS, the Company, the Subsidiary or their respective Affiliates,
 whether in respect of compensation for loss of office, damages, pensions,
 loans or otherwise, and whether under any agreement to which he is a party
 (excluding any usual salary, other remuneration, benefits and any expenses
 due and payable by the Company to such directors and secretary under their
 current service agreements with the Company);
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                           | 4.1.6                                                                                                                                                                                                                                                                                                                                                          | a Tax Deed
 in the form set out in Schedule 5, duly executed by each of the Vendors, the
 Company and the Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                           | 4.1.7                                                                                                                                                                                                                                                                                                                                                          | statements
 from the Companys and the Subsidiarys bankers as to the current and deposit
 account balances of the Company and of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

10

---



| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                              | the
 Subsidiary covering the period from 1 June 2010 through the close of business
 on the last Business Day preceding Completion;                                                                                                                                                                      
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.8                                                                                                        | appropriate
 forms to amend the mandates given by the Company and the Subsidiary to its
 bankers;                                                                                                                                                                                                       
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.9                                                                                                        | written
 confirmation from the Vendors in the Agreed Form that there are no subsisting
 guarantees given by the Company or the Subsidiary in their favour and that,
 after compliance with clause 4.3.2, there will remain no debt outstanding
 between the Vendors or their Affiliates and the Company;
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.10                                                                                                       | appropriate
 certified resolutions of the Company and the Subsidiary authorising execution
 of this agreement, the Tax Deed and any other ancillary documentation
 required to be executed by such companies in the Agreed Form;                                                                        
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.11                                                                                                       | original
 certificates in respect of the Registered IPR;                                                                                                                                                                                                                                                
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.12                                                                                                       | evidence (in
 the Agreed Form) of the release from any and all Incumbrances created by the
 Company or the Subsidiary, or to which any of their assets is subject, or (as
 appropriate) certificates of non-crystallisation;                                                                            
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.13                                                                                                       | the
 Disclosure Letter duly executed by the Vendors;                                                                                                                                                                                                                                                    
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.14                                                                                                       | the Lock-Up
 Agreements duly executed by the Vendors;                                                                                                                                                                                                                                                   
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.15                                                                                                       | the
 Shareholder Representation Agreements duly executed by the Vendors; and                                                                                                                                                                                                                            
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.1.16                                                                                                       | the Escrow
 Agreement duly executed by the Vendors.                                                                                                                                                                                                                                                     
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| | 4.2 | The Vendors
 will procure that a board meeting of the Company and of the Subsidiary shall
 be held at which:
| |     |                                                                                                             
| |     | 4.2.1                                                                                                        | those
 persons nominated and designated by the Purchaser shall be appointed as
 directors, secretary and as other officers of the Company and the Subsidiary;                                                                                                                                           
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.2.2                                                                                                        | the resignations
 of the directors and officers referred to in clause 4.1.5 shall be submitted
 and accepted;                                                                                                                                                                                           
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.2.3                                                                                                        | the
 transfers of the Shares (subject to stamping) shall be approved for
 registration;                                                                                                                                                                                                                 
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.2.4                                                                                                        | the existing
 bank mandates given by the Company and the Subsidiary shall be cancelled; and                                                                                                                                                                                                             
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| |     | 4.2.5                                                                                                        | the
 registered offices of the Company and the Subsidiary shall be changed as the
 Purchaser may direct.                                                                                                                                                                                                
| |     |                                                                                                              |                                                                                                                                                                                                                                                                                                         
| | 4.3 | The
 Purchaser and/or ISS shall:                                                                            

11

---



|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                    |                                                                                                             
|-- | ---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------
|   |            | 4.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | pay by a
 telegraphic transfer of funds from Purchasers Solicitors bank account to
 the Vendors Solicitors bank account in respect of that part of the Purchase
 Price as is payable in cash, to and in favour of the Vendors Solicitors
 (whose receipt shall be a full discharge to the Purchaser and ISS);
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|   |            | 4.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | procure that
 the Company repay to the Second Vendor the Vendors Loan within 10 Business
 Days of the Completion Date;                                                                                                                                                                                           
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|   |            | 4.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | deliver to
 the Vendors the Disclosure Letter duly executed by the Purchaser and ISS;                                                                                                                                                                                                                             
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|   |            | 4.3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | deliver to
 the Vendors the Escrow Agreement duly executed by the Purchaser and ISS;                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|   |            | 4.3.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | deliver to
 the Vendors a certified copy of resolutions of the board of directors of the
 Purchaser:                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 4.3.5.1                                                                                                                                                                                                                                                                                                            | approving
 the Transactions; and                                                                            
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                    |                                                                                                             
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 4.3.5.2                                                                                                                                                                                                                                                                                                            | authorising
 the directors of the Purchaser to take any and all steps necessary to
 complete this agreement.
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                    |                                                                                                             
|   | 4.4        | ISS shall
 deliver certificates evidencing the Consideration Shares to the Escrow Agent
 for deposit in the Escrow Account under the terms of the Escrow Agreement.                                                                                                                                                                                                                                                                                                                                                                                 
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 4.5        | If the
 provisions of clauses 4.1 through 4.3 are not complied with in any respect on
 the Completion Date, the Purchaser may, in its discretion, and without
 prejudice to any other rights it has under this agreement or otherwise:                                                                                                                                                                                                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |            | 4.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | defer
 Completion to a date not more than 28 days after the Completion Date (in
 which case the provisions of clauses 4.1 through 4.5 shall apply to
 Completion as so deferred); or                                                                                                                              
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|   |            | 4.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | proceed to
 Completion so far as practicable; or                                                                                                                                                                                                                                                                  
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|   |            | 4.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | terminate
 this agreement without incurring any liability to the Vendors or any of them.                                                                                                                                                                                                                          
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                   
|5. | Warranties |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 5.1        | The Vendors
 warrant and represent to the Purchaser in relation to the Company and, as separate
 warranties and representations in relation to the Subsidiary as if its name
 (where the context so admits) was substituted, where appropriate, for
 references to the Company, that each Warranty is true and correct and not
 misleading on the date of this agreement except as set forth and as fairly
 and accurately disclosed in the Disclosure Letter (with sufficient details to
 identify the nature and scope of the matter disclosed).

12

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.2 | For the
 avoidance of doubt, each of the Warranties shall be separate and independent
 and (save as expressly provided) shall not be limited by reference to any
 other Warranty, clause, or anything in this agreement.                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | 5.3 | Each of the
 Purchaser and ISS confirms to the Vendors that (having made reasonable inquiry
 of its professional advisers), save as disclosed in the Disclosure Letter, it
 is not aware of any matter, fact or circumstance existing as at the date of
 this agreement which constitutes a breach of Warranty or which otherwise
 makes any Warranty misleading.                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | 5.4 | The rights
 and remedies of the Purchaser in respect of the Warranties shall not be
 affected by:                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | 5.4.1                                                                                                                                                                                                                                                                                                                                                                                          | Completion;                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.4.2                                                                                                                                                                                                                                                                                                                                                                                          | any
 investigation made by it, or on its behalf, into the affairs of the Company
 or the Subsidiary;                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.4.3                                                                                                                                                                                                                                                                                                                                                                                          | the
 Purchasers knowledge of any information which it may have received, or been
 given, or have actual, implied or constructive notice of, prior to the
 signing of this agreement, except to the extent that such information is set
 forth and is fairly and accurately disclosed in the Disclosure Letter (with
 sufficient details to identify the nature and scope of the matter disclosed);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.4.4                                                                                                                                                                                                                                                                                                                                                                                          | its failing
 to exercise, or delaying the exercise of, any right or remedy; or                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.4.5                                                                                                                                                                                                                                                                                                                                                                                          | any event or
 matter whatever, except a specific and duly authorised written waiver or
 release.                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| | 5.5 | In relation
 to any information supplied prior to the date of this agreement by the
 Company or the Subsidiary (or their professional advisers) to the Vendors or
 to their employees, agents, representatives or advisers in connection with
 the Warranties and the contents of the Disclosure Letter or otherwise in
 relation to the business or affairs of the Company or the Subsidiary:
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | 5.5.1                                                                                                                                                                                                                                                                                                                                                                                          | the Company
 or the Subsidiary makes no representation, warranty, or guarantee of the
 accuracy of that information (or any part of it) to the Vendors; and                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | 5.5.2                                                                                                                                                                                                                                                                                                                                                                                          | each of the
 Vendors waives any claims against the Company, the Subsidiary, their
 officers, directors, employees, agents, representatives, or advisers, which
 they might otherwise have in respect of that information (or any part of it),                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | other than
 in respect of fraud or willful misconduct.                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | 5.6 | Any of the
 Warranties which are qualified by the expression so far as the Vendors are
 aware, or any similar expression, shall be deemed to include an additional
 statement that they have been made after due and careful inquiry.                                                                                                                                                       

13

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|   |                          |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------ | ----------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 5.7                      | The Vendors
 liability in respect of any claim under this agreement shall be limited as
 provided in Schedule 7.
|   |                          |                                                                                                                  
|   | 5.8                      | ISS and the
 Purchaser hereby represent and warrant to the Vendors as follows:                                   
|   |                          |                                                                                                                  
|   |                          | 5.8.1                                                                                                             | Each of ISS
 and the Purchaser is entitled and has all requisite corporate power,
 authority and capacity to enter into, execute, deliver and perform this
 agreement in accordance with its terms and to consummate the Transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                          |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                          | 5.8.2                                                                                                             | Each of ISS
 and the Purchaser has taken all actions necessary for it to enter into,
 execute and deliver this agreement and to perform the Transactions and has
 secured all approvals and consents (governmental or otherwise) required for
 the performance of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                          |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                          | 5.8.3                                                                                                             | Neither the
 execution or delivery of this agreement by ISS or the Purchaser, nor
 Completion of the Transactions, is prohibited by, or violates, any provision
 of, and will not result in a breach of, or constitute a default under: (i)
 any applicable law, rule, regulation, judgement, decree, order or other
 requirements of the United Kingdom or of any court, authority, department,
 commission, board, bureau or agency; (ii) the memorandum or articles of
 association of the Purchaser or the articles of incorporation or the bylaws
 of ISS; (iii) any agreement or instrument to which it is bound or affected;
 or (iv) any order, judgement, decree or other restriction applicable to ISS
 or the Purchaser.
|   |                          |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                          | 5.8.4                                                                                                             | This
 agreement constitutes and imposes valid legal and binding obligations on ISS
 and the Purchaser, enforceable in accordance with their terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                          |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                          | 5.8.5                                                                                                             | Completion
 of the Transactions by ISS and the Purchaser will not (i) conflict with,
 result in the breach of or constitute a default under, or accelerate the
 performance provided by, the terms of any contract, agreement or deed to
 which ISS or the Purchaser may be bound or affected; or (ii) constitute a
 default or an event which, with the lapse of time or action by a third party
 (other than the Vendors or by a third party with respect to a Vendors
 property), could result in the creation of any Incumbrance on any of the
 Consideration Shares.                                                                                                                                                         
|   |                          |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Earn-out and indemnities
|   |                         
|   | 6.1                      | As used in
 this agreement, the following terms have the following meanings:                                     
|   |                          |                                                                                                                  
|   |                          | 6.1.1                                                                                                             | Actual
 Eligible Revenue means the revenue from products in respect of the Business
 earned by ISS, on a consolidated basis, as determined in accordance with
 United States GAAP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                          |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                          | 6.1.2                                                                                                             | Earn-Out
 Periods means EOP1 and EOP2, where EOP1 is the period from the Completion
 Date through 31 December 2010 (inclusive)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

14

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | and EOP2 is
 the period from 1 January 2011 through 31 December 2011 (inclusive);                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                    
| |     | 6.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | AER1 means
 the Actual Eligible Revenue for EOP1, determined in accordance with United
 States GAAP;                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                    
| |     | 6.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | AER2 means
 the Actual Eligible Revenue for EOP2, determined in accordance with United
 States GAAP; and                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                    
| |     | 6.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | GM means
 the average associated gross margin earned by ISS on the Actual Eligible
 Revenue, as determined in accordance with United States GAAP.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                    
| | 6.2 | The Earn-Out
 Consideration consists of two potential earn-out payments (the Earn-Out
 Payments). The amount of each Earn-Out Payment shall be calculated based on
 the Actual Eligible Revenue and GM as described below. Any Earn-Out Payment
 due with respect to an Earn-Out Period shall be paid by the Purchaser to the
 Vendors in Pounds Sterling by wire transfer within 90 days after the 31
 December occurring at the end of the Earn-Out Period for which the Earn-Out
 Payment is due to the Vendors Solicitors bank accounts or otherwise as
 directed by Solicitors Vendors or the Vendors, as applicable, by notice
 given pursuant to clause 10. Each of the Earn-Out Payments is discrete, shall
 be calculated separately, and does not depend on the achievement of the goals
 in the other Earn-Out Payment.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 6.3 | The amount
 of the Earn-Out Payment for each Earn-Out Period shall be calculated as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                                                                                                 |  |                                                                                                   |  |                                                                                                                                                                       
|------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EOP1 
 (Completion Date to 31
 December 2010)                                                    |  | EOP2 
 (1 January 2011 to 31
 December 2011)                                                      |  | The amount of the 
 Earn-Out Payment 
 shall be:                                                                                                                      
|                                                                                                 |  |                                                                                                   |  |                                                                                                                                                                       
|If AER1 is
 equal to or less than $5,260,000.00 AND
 the GM is equal to or less than 51%         |  | If AER2 is
 equal to or less than $13,000,000.00 ANDthe
 GM is equal to or less than 51%          |  | $0 for each
 of EOP1 and EOP2.                                                                                                                                        
|                                                                                                 |  |                                                                                                   |  |                                                                                                                                                                       
|If AER1 is
 greater than $3,682,000.00 but less than $5,260,000.00 ANDthe GM is greater than 51% |  | If AER2 is
 greater than $7,000,000.00 but less than $13,000,000.00 ANDthe GM is greater than 51% |  | For EOP1,
 $360,000.00; and for EOP2, $550,000.00.                                                                                                                    
|                                                                                                 |  |                                                                                                   |  |                                                                                                                                                                       
|If AER1 is
 equal to or greater than $5,260,000.00 AND                                           |  | If AER2 is
 equal to or greater than $13,000,000.00 AND                                           |  |                                                                                                                                                                       
|                                                                                                 |  |                                                                                                   |  |                                                                                                                                                                       
|If GM is
 greater than 54%                                                                       |  | If GM is
 greater than 54%                                                                        |  | For EOP1,
 $767,000.00 plus an amount equal to 10% of (AER1 minus $5,260,000.00); for
 EOP2, $1,229,000.00 plus an amount equal to 10% of (AER2 minus
 $13,000,000.00)

15

---



|                                                         |  |                                                          |  |                                                                                                                                                                      
|-------------------------------------------------------- |  | -------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EOP1
 (Completion Date to 31
 December 2010)             |  | EOP2
 (1 January 2011 to 31
 December 2011)              |  | The amount of the
 Earn-Out Payment
 shall be:                                                                                                                       
|                                                         |  |                                                          |  |                                                                                                                                                                      
|If GM is
 greater than 51% but equal to or less than 54% |  | If GM is
 greater than 51% but equal to or less than 54% |  | For EOP1,
 $690,000.00 plus an amount equal to 8% of (AER1 minus $5,260,000.00); for
 EOP2, $1,120,000.00 plus an amount equal to 8% of (AER2 minus
 $13,000,000.00).
|                                                        
|If GM is
 greater than 48% but equal to or less than 51% |  | If GM is
 greater than 48% but equal to or less than 51% |  | For EOP1,
 $620,000.00 plus an amount equal to 5% of (AER1 minus $5,260,000.00); for
 EOP2, $1,020,000.00 plus an amount equal to 5% of (AER2 minus
 $13,000,000.00).
|                                                        
|If GM is
 greater than 45% but equal to or less than 48% |  | If GM is
 greater than 45% but equal to or less than 48% |  | For EOP1,
 $530,000.00 plus an amount equal to 2% of (AER1 minus $5,260,000.00); for
 EOP2, $900,000.00 plus an amount equal to 2% of (AER2 minus $13,000,000.00).   
|                                                        
|If GM is
 equal to or less than 45%                      |  | If GM is
 equal to or less than 45%                      |  | $0 for each
 of EOP1 and EOP2.                                                                                                                                       

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | For purposes
 of the Earn-Out Payment, United States Dollars figures shown above will be
 converted into Pounds Sterling at a rate of $1.60 to £1.00.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 6.4 | For purposes
 of illustration; Example I: in EOP2, if AER2 is $7,500,000.00 and GM is 55%,
 the Earn-Out Payment would be $550,000.00 or £343,750.00. If in the same
 example the GM were 50%, the Earn-Out Payment would be $0. Example II: in EOP
 1, if AER1 is $6,000,000.00 and GM is 55%, the Earn-Out Payment would be
 $841,000.00 (which is $767,000.00 plus 10% x $6,000,000.00 - $5,260,000.00)
 or £525,625.00. If in the same example the GM were 46%, the Earn-Out Payment
 would be $534,800.00 (which is $530,000.00 plus 2% x $6,000,000.00 -
 $5,260,000.00) or £340,500.00.                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 6.5 | For
 avoidance of doubt, GM is an average and does not pertain to any individual
 revenue transaction. In each Earn-Out Period, the Vendors may elect to disregard
 certain revenue transactions so as to improve GM. In that case, the Actual
 Eligible Revenue and its related costs would be decreased accordingly in the
 calculations. Additionally, the Chief Executive Officer or the Chief
 Financial Officer of the Purchaser may sanction certain transactions that
 would otherwise be considered unusual or not in the ordinary course. In the
 case of such a sanctioned transaction, the parties would agree before
 completion of the sale that the sale would be initially disregarded in the

16

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                           
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | calculations
 and an agreed-upon amount for revenue and its related costs would be added
 back to the calculations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                           
| | 6.6  | AER1 and
 AER2 shall be determined promptly after the close of each fiscal year of the
 Purchaser in which the applicable Earn-Out Period ended in conjunction with
 ISS annual audit. The Purchaser shall deliver a copy of the report setting
 forth the computation of AER1 or AER2 to the Vendors within 60 days of the
 close of the applicable Earn-Out Period and, unless the Vendors notify the
 Purchaser within 30 days after receipt of such report that they object to the
 computation of AER1 or AER2 set forth in such report, the report shall be
 binding and conclusive for the purposes of this agreement. The Vendors shall
 have access to the records of the Company and the Purchaser during the
 regular business hours of the Company or the Purchaser, as applicable, and
 upon prior notice to verify the computation of AER1 and AER2.                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                           
| | 6.7  | If the
 Vendors notify the Purchaser in writing within 30 days after the receipt of
 the report described in clause 6.6 that they object to the computation of
 AER1 or AER2 set forth in such report, the amount of AER1 or AER2, as
 applicable, shall be determined by negotiation between the Vendors and the
 Purchaser acting in good faith. If the Vendors and the Purchaser are unable
 to reach agreement within 30 Business Days after such notification, the
 determination of the amount of AER1 or AER2, as applicable, shall be
 submitted to the Special Accountant for determination, whose determination
 shall be made in accordance with United States GAAP.                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                           
| | 6.8  | In making
 its determination, the Special Accountant shall (i) act as an expert and not
 as an arbitrator and neither the Arbitration Act 1996 nor any earlier or
 later enactments on arbitration shall apply, and (ii) set its own procedure
 as it deems appropriate, subject to the requirement to make its
 determinations of AER1 or AER2, as applicable, in accordance with United
 States GAAP, but it shall be instructed to (a) seek to receive and consider
 written representations from the Purchaser and the Vendors and (b) ensure
 that the process is straightforward and concluded within 30 days of being
 instructed, and its determination is to be in writing and state reasons for
 its decisions. The Special Accountants decision shall (in the absence of
 manifest error) be final, binding and conclusive on the parties for all the
 purposes of this agreement.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                           
| | 6.9  | If the
 Special Accountants determine that AER1 or AER2, as applicable, has been
 understated, then the Purchaser shall pay the Special Accountants fees,
 costs and expenses. If the Special Accountants determine that AER1 or AER2,
 as applicable, has not been understated, then the Vendors shall pay the Special
 Accountants fees, costs and expenses. Each party shall be responsible for
 its own costs of presenting its case to the Special Accountant.                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                           
| | 6.10 | It is agreed
 by the Parties that from the date of this agreement until the end of the
 Earn-out Periods:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                           
| |      | 6.10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the
 Purchaser and its Affiliates will use reasonable commercial efforts to
 promote the Companys and Subsidiarys business with the intention of
 enhancing the Actual Eligible Revenue;

17

---



| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| | ---- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | 6.10.2      | the
 Purchaser will disclose to the Vendors, and consult with the Vendors in
 relation to, any discounting for the Business;                                                                                                                                                                                                                                                                                                                                       
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| |      | 6.10.3      | except as it
 shall not affect AER1 or AER2, the Purchaser will not and shall procure that
 none of its Affiliates (other than the Company and/or the Subsidiary) will
 seek to solicit away from the Company or the Subsidiary for the benefit of
 the Purchaser or any of its Affiliates or any other third party any Business
 or potential Business which would otherwise be offered to the Company or the
 Subsidiary; and                                    
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | 6.10.4      | the
 Purchaser shall insofar as it is reasonable to do so, or save where the
 Vendors have agreed to the contrary, procure that:                                                                                                                                                                                                                                                                                                                                   
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |             | 6.10.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Business
 shall be conducted and managed in the normal and usual course, save that the
 Purchaser or its Affiliates may dissolve the Subsidiary, merge it into the
 Purchaser or another Affiliate of ISS, or otherwise cause it to no longer
 exist as a separate corporation;
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| |      |             | 6.10.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                            | no changes
 shall be made in the Business that have a material adverse effect on AER1 or
 AER2;                                                                                                                                                                                    
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| |      |             | 6.10.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                            | no
 significant Business asset or rights in Registered IPR are transferred
 outside the Company or the Subsidiary;                                                                                                                                                                 
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| |      |             | 6.10.4.4                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Company
 is provided with sufficient working capital to operate in the normal and
 usual course; and                                                                                                                                                                           
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| |      |             | 6.10.4.5                                                                                                                                                                                                                                                                                                                                                                                                                                                            | no steps are
 taken for the Company to undergo any kind of formal insolvency procedure save
 where such procedure is necessary for the protection of creditors of the
 Company.                                                                                                    
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| | 6.11 | Indemnities
| |      |            
| |      | 6.11.1      | Without
 prejudice to any other right of the Purchaser, ISS, the Company, the
 Subsidiary or any of their respective Affiliates, each of the Vendors
 undertakes to indemnify, and to keep indemnified, the Purchaser, ISS, the
 Company, the Subsidiary and their respective Affiliates against any and all
 Losses which may be suffered or incurred by any of them and which arise
 directly or indirectly in connection with the following disputes or matters:
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |             | 6.11.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the
 proceedings with Claim Number HC05C00443 issued against the Company on 25
 February 2005 in the Chancery Division of the High Court of Justice;                                                                                                                               
| |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    
| |      |             | 6.11.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the lawsuit
 filed by John B. Adrain against the Company in the United States District
 Court for the Eastern District of Texas, Marshall Division, 2:09-CV-326;                                                                                                                   

18

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|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|-- | -------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 6.11.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any breach
 of the confidentiality obligations to the Purchaser and ISS of the Vendors,
 the Company, or their respective Affiliates, whether under this agreement or
 under any previous agreement or arrangement;      
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 6.11.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the failure
 of the Company or the Subsidiary to qualify as a foreign corporation
 authorized to do business in any state of the United States or any other
 jurisdiction in which it conducts business; and             
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 6.11.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Losses of
 greater than £25,000.00 as of the Completion Date related to dilapidations
 with respect to the Property located at Turpin Court, 124/124A Great North
 Road, Hatfield, Hertfordshire AL9 5JN, United Kingdom;
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | including,
 without limitation, with respect to the matters identified in clauses
 6.11.1.1 and 6.11.1.2, any agreements or arrangements entered into in
 connection with such matters.                                                                                                                                                                                                                                                                                                                                                                          
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   |                                  | 6.11.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any payment
 made in respect of a claim under this clause 6.11 shall include any amount
 necessary to ensure that, after any Taxation of the payment, the Purchaser is
 left with the same amount it would have had if the payment was not subject to
 Taxation, save for where such liability to Taxation arises as a result of the
 Purchaser assigning the benefit of this agreement.                                                                                                                                                                         
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|7. | Escrow                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   | 7.1                              | The
 Consideration Shares shall be held in the Escrow Account under the Escrow
 Agreement and subject to the provisions of clause 7.2 and shall not be
 released to the Vendors until as provided in the Escrow Agreement.                                                                                                                                                                                                                                                                                                                             
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   | 7.2                              | Without prejudice
 to any other rights of the Purchaser, and in the event (other than by
 agreement between the parties) that the Purchaser has a judgement in respect
 of any claim made under any of the Warranties, covenants and indemnifications
 given by the Vendors in this agreement, the Purchaser shall be entitled to
 offset the amount of any such judgement against any sums due and outstanding
 by the Purchaser to the Vendors (including the Consideration Shares being
 held in the Escrow Account and the Earn-Out Consideration).
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|8. | Confidentiality; non-competition
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   | 8.1                              | For the
 purpose of this clause 8:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                          
|   |                                  | 8.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Confidential
 Information means (i) the negotiations relating to, and the subject matter
 and/or provisions of, this agreement; and (ii) any financial or other
 confidential information or other know-how relating to the business carried
 on at the date of this agreement by, or the affairs of, a party, including,
 but not limited to, in the case of the Company or the Subsidiary, any information
 relating to their current or future affairs or plans, or customers or other
 persons with whom the Company, the Subsidiary or the Vendors have or

19

---



| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                         | have had
 dealing, or who are or have been concerned in the above business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | 8.1.2                                                                                                                                                                                                   | Relevant
 Employee means any director, manager, employee, consultant or representative
 who is current employed or engaged by the Company or the Subsidiary at the
 time of Completion (including any person who has given notice to terminate
 his employment, whether or not in accordance with the terms of his
 employment, and any person who has left that employment but would have been
 currently employed at the time of Completion had he given the prescribed
 period of notice in accordance with the terms of his employment) and any such
 person who may be so employed or engaged at the end of the Earn-Out Period.                               
| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 8.2 | Each of the
 Vendors covenants with the Purchaser and ISS that, except as otherwise agreed
 in writing with the Purchaser, the Vendor will (and will procure that every
 Affiliate of the Vendor will);
| |     |                                                                                                                                                                                                        
| |     | 8.2.1                                                                                                                                                                                                   | except as
 required by applicable law, keep confidential, and not disclose or make use
 of, any Confidential Information; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | 8.2.2                                                                                                                                                                                                   | observe the
 other covenants set out in clause 8.3 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 8.3 | The other
 covenants referred to in clause 8.2.2 above are as follows:                                                                                                                                 
| |     |                                                                                                                                                                                                        
| |     | 8.3.1                                                                                                                                                                                                   | no Vendor
 shall carry on, or be engaged, concerned or interested (directly or
 indirectly) in, the Business, within the United Kingdom, Europe, North
 America and Asia, for the period from the date of this agreement and ending
 on 31 March 2013 (the Non-Compete Period), either solely, or jointly with,
 or as employee, manager, officer, agent, consultant, or other representative
 of any other person (corporate or unincorporated);                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | 8.3.2                                                                                                                                                                                                   | during the
 Non-Compete Period, no Vendor shall solicit (either on his own account, or as
 the employee, manager, officer, agent, consultant, or other representative of
 any other person) any person who (i) is, or was within a period of 15 months
 prior to Completion, a customer of the Company or the Subsidiary, or (ii) is,
 during the Earn-Out Periods, a customer of the Company, the Subsidiary or ISS
 or any of their respective Affiliates, in relation to their respective
 businesses, or have any dealings with the customers identified in this clause
 8.3.2, in respect of goods or services of the nature presently provided in
 the Business;
| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | 8.3.3                                                                                                                                                                                                   | during the
 Non-Compete Period, no Vendor shall induce or seek to induce any Relevant Employee
 from leaving his employment with the Company, ISS, the Subsidiary, or any of
 their respective Affiliates, with a view to engaging them in the Business;
 and                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | 8.3.4                                                                                                                                                                                                   | subject to
 clause 8.4 below, during the Non-Compete Period, no Vendor shall own
 (beneficially or otherwise), or be interested in, the equity or share capital
 of any company or other entity engaged in providing services of the nature
 presently provided by the Business.                                                                                                                                                                                                                                                                                                                                                                                      

20

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|    | 8.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Nothing in
 clause 8.3 above shall prevent any of the Vendors from at any time holding,
 for investment purposes only, any class of securities for the time being
 listed or dealt in on any class of securities for the time being listed or
 dealt in on any stock exchange, where his interest does not exceed 5% of all
 the issued securities of that class.                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 8.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The price
 for the undertakings contained in clauses 8.2 and 8.3 is included in the
 Purchase Price.                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 8.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Except as
 required by applicable law, the Purchaser and ISS covenant with the Vendors
 to keep confidential, and not disclose or make use of, any Confidential
 Information so far as it relates to the Vendors.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 8.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The
 covenants contained in this clause 8 are considered by the parties hereto to
 be reasonable and fair, independent legal advice having been taken, but if
 any such covenant shall be found to be void but would be valid if some part
 thereof were deleted, or the period or area of application reduced, such
 covenants shall apply with such modifications as may be necessary to make them
 valid and effective.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.  | Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             
|    | All costs
 and expenses incurred by, or on behalf of, the parties to this agreement in
 connection with its negotiation, preparation and execution (including all
 fees of representatives, solicitors, attorneys and accountants employed by
 any of the parties) shall be borne solely by the party incurring them, and
 the other parties have no liability in respect of those costs and expenses.
 For the avoidance of doubt, the costs and fees of the Vendors Solicitors; the
 non-audit related fees of Raffingers Stuart; and the costs and fees of
 Livingstone Partners LLP shall be paid by the Vendors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             
|    | 10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Any notice
 to be given for the purposes of this agreement shall either be delivered
 personally (and delivery by courier shall be regarded as such) or sent by
 first class, pre-paid, recorded delivery post or facsimile transmission.                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The address
 for service of the Vendors shall be the address (or principal address, if
 more than one) of the Vendors Solicitors, or such other firm:                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 10.2.1                                                                                                                                                                                                                                                                                                                                                                                                                     | with which
 it may merge or which a majority of its partners may join; or                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 10.2.2                                                                                                                                                                                                                                                                                                                                                                                                                     | as the
 Vendors who own the majority in number of Shares may require by notice in
 writing to the Purchaser.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | If, at any
 time, it shall not be evident which firm of solicitors is appointed for the
 purposes of this clause, the Purchaser may, by notice to the Vendors at their
 addresses in this agreement, nominate one of their number for the purposes of
 receiving and giving notices.                                                                                                                                      

21

---



|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 10.3                                                                                                                                                                                                                                                  | The address
 for service of the Company and the Purchaser shall be their respective
 registered offices, or such other address as the Company or the Purchaser
 notifies the Vendors in accordance with this clause 10.                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 10.4                                                                                                                                                                                                                                                  | A notice
 shall be deemed to have been served as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                       | 10.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if
 personally delivered, at the time of delivery;                                                                                                        
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                           
|    |                                                                                                                                                                                                                                                       | 10.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if sent by
 pre-paid recorded delivery post, at the expiration of 48 hours after the
 notice was delivered into the custody of the postal authorities; and
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                           
|    |                                                                                                                                                                                                                                                       | 10.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if sent by
 facsimile transmission, at the expiration of 12 hours after despatch.                                                                         
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                           
|    | 10.5                                                                                                                                                                                                                                                  | In proving
 such service, it shall be sufficient to prove that personal delivery was
 made, or that the envelope containing such notice was properly addressed and
 delivered into the custody of the postal authorities as a pre-paid recorded
 delivery letter or that the facsimile transmission was properly addressed and
 despatched.                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 10.6                                                                                                                                                                                                                                                  | Notice given
 to the Vendors pursuant to clauses 10.1 and 10.2 above shall be deemed to be
 notice to all the Vendors, and any notice by the Vendors (other than a notice
 changing their solicitors pursuant to this clause 10) shall only be given by
 their solicitors, or the Vendor nominated by the Purchaser pursuant to this
 clause 10.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11. | Governing law and jurisdiction                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                      
|    | 11.1                                                                                                                                                                                                                                                  | Any
 contractual or non-contractual obligations arising from or under this
 agreement shall be governed by, and this agreement shall be construed in all
 respects in accordance with, English law.                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 11.2                                                                                                                                                                                                                                                  | The parties
 irrevocably agree that the courts of England and Wales shall have exclusive
 jurisdiction in respect of any dispute, suit, action, arbitration or
 proceedings (Proceedings) which may arise out of, or in connection with,
 this agreement (whether arising out of or in connection with contractual or
 non-contractual obligations), although nothing in this agreement shall be
 taken to limit the right of the Purchaser to bring Proceedings to obtain injunctive
 relief in any other jurisdiction or jurisdictions (whether concurrently or
 not).
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 11.3                                                                                                                                                                                                                                                  | The Vendors
 expressly and specifically agree and accept that the terms of this clause are
 fair and reasonable, and appoint the Vendors Solicitors (or such other firm
 as is mentioned in clause 10.2 for the time being) to accept service on their
 behalf of any Proceedings which may be commenced in England and Wales.                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12. | Publicity                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                           
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                           
|    | No
 announcement, press release or other disclosure concerning this agreement,
 the sale and purchase of the Shares, or any ancillary matter shall be made
 before or after Completion by the Vendors (whether to the press, employees,
 customers or

22

---



|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | suppliers)
 except in a form agreed by the Purchaser and the Vendors or otherwise as
 required by law.
|    |                                                                                                       
|13. | General                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.1                                                                                                   | This
 agreement shall (except for any obligation fully performed prior to, or at,
 the Completion Date) continue in full force and effect after the Completion
 Date notwithstanding Completion.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.2                                                                                                   | All of the
 parties to this agreement will before, upon and after the Completion Date, do
 all acts and things, and sign and execute all documents and deeds, reasonably
 necessary for the purpose of implementing the terms of this agreement.                                                                                                                                                                                                                                                                                                             
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.3                                                                                                   | Notwithstanding
 any rule of law or equity to the contrary, any release, waiver or compromise,
 or any other arrangement of any kind whatever, which the Purchaser may agree
 to, or effect, in connection with this agreement in relation to one Vendor
 (particularly affecting the Warranties) shall not affect the Purchasers
 rights and remedies as regards any other Vendor.                                                                                                                                                                         
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.4                                                                                                   | The
 Purchaser is permitted to assign the benefit of, and all of its rights under,
 this agreement (including under the Warranties) to its successor in title or
 to any of its Affiliates (as the case may be), provided that the liability of
 the Vendors shall not be increased by any such assignment.                                                                                                                                                                                                                                                  
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.5                                                                                                   | Except as
 set out in clause 13.4, none of the rights or obligations under or pursuant
 to this agreement may be assigned or transferred to any other person without
 the written consent of all the parties.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.6                                                                                                   | This
 agreement contains the whole agreement between the parties relating to the
 transactions provided for in this agreement and supersedes any and all
 previous agreements, understandings or arrangements between such parties in
 respect of such matters, and each of the parties to this agreement
 acknowledges that, in agreeing to enter into this agreement, it has not relied
 on any representations or warranties except those contained in this
 agreement. Nothing in this clause 13.6 operates to limit or exclude any
 liability for fraud.
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.7                                                                                                   | Nothing in
 this agreement is intended to confer on any person any right to enforce any
 term of this agreement which that person would not have had but for the
 Contracts (Rights of Third Parties) Act 1999.                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.8                                                                                                   | No failure
 or delay by the Purchaser in exercising any claim, remedy, right, power or
 privilege under this agreement shall operate as a waiver, nor shall any
 single or partial exercise of any claim, remedy, right, power or privilege
 preclude any further exercise of it, or the exercise of any other claim,
 right, power or privilege.                                                                                                                                                                                                            
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.9                                                                                                   | Any
 variation of this agreement shall be in writing and signed by or on behalf of
 all parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 13.10                                                                                                  | Any waiver
 of any right under this agreement is effective only if it is in writing, and
 it applies only to the party to whom the waiver is addressed and                                                                                                                                                                                                                                                                                                                                                                                                   

23

---



| |       |                                                                                                                                                                                                                                                                            
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | the
 circumstances for which it is given and shall not prevent the party who has
 given the waiver from subsequently relying on the provision it has waived.                                                                                                               
| |       |                                                                                                                                                                                                                                                                            
| | 13.11 | Unless
 specifically provided otherwise, rights arising under this agreement are
 cumulative and do not exclude rights provided by law.                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                            
| | 13.12 | This
 agreement may be executed in any number of counterparts, each of which is an
 original and which together have the same effect as if each party had signed
 the same document.                                                                                       
| |       |                                                                                                                                                                                                                                                                            
| | 13.13 | If any
 provision of this agreement (or part of a provision) is found by any court or
 administrative body of competent jurisdiction to be invalid, unenforceable or
 illegal, the other provisions shall remain in force.                                                 
| |       |                                                                                                                                                                                                                                                                            
| | 13.14 | If any
 invalid, unenforceable or illegal provision of this agreement would be valid,
 enforceable or legal if some part of it were deleted, the provision shall
 apply with whatever modification is necessary to give effect to the
 commercial intention of the parties.
| |       |                                                                                                                                                                                                                                                                            
| | 13.15 | Each of the
 parties represents to the others that their respective rights to terminate or
 agree to any amendment, variation, waiver or settlement under this agreement
 are not subject to the consent of any person that is not a party to the
 agreement.              

(The remainder of this page was left blank intentionally.)

24

---



SCHEDULE 1

|                    |  |                        |  |                       |  |                                  |  |                                         
|------------------- |  | ---------------------- |  | --------------------- |  | -------------------------------- |  | ----------------------------------------
|                    |  |                        |  | Initial Consideration |  |                                 
|Name and
 Address   |  | Number of
 Shares      |  | Cash1                 |  | Number of
 Consideration
 Shares |  | Earn-Out Consideration                  
|Nicolaas
 Bekooy2   |  | 3,000 Ordinary
 Shares |  | £1,443,000.00         |  | 19,000                           |  | One-third of any Earn-Out
 Payments due.
|Lawson John
 Noble2 |  | 3,000 Ordinary
 Shares |  | £1,443,000.00         |  | 19,000                           |  | One-third of any Earn-Out
 Payments due.
|Frank Thomson2      |  | 3,000 Ordinary
 Shares |  | £1,443,000.00         |  | 19,000                           |  | One-third of any Earn-Out
 Payments due.

|  |                                                                                                  | 
|- | ------------------------------------------------------------------------------------------------ | 
|  |                                                                                                 
|1 | After taking
 into account the impact of an adjustment pursuant to clause 3.3 of the
 agreement.
|2 | Addresses
 are set forth in the Disclosure Letter.                                              

25

---



SCHEDULE 2The Company

Registered
Number: 3791347

|                    |                                                                                   
|------------------- | ----------------------------------------------------------------------------------
|Registered
 Office: | City Park,
 Swiftfields, Welwyn Garden City, Hertfordshire AL7 1LY, United Kingdom

Date of
Incorporation: 17th June 1999

Directors:
Nicolaas Bekooy, Lawson John Noble and Frank Thomson

Secretary:
Lawson John Noble

Accounting
Reference Date: 31st January

Auditors: Raffingers
Stuart

Authorised
Share Capital: 60,000 Ordinary Shares

Issued Share
Capital: 15,000 Ordinary Shares

Mortgages/Charges

| |                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | Mortgagee 
 Four Circle Properties Limited                                                                                                             
| |                                                                                                                                                         
| | Date Created
  7th February 2001                                                                                                                       
| |                                                                                                                                                         
| | Date
 Registered  22nd February 2001                                                                                                                   
| |                                                                                                                                                         
| | Amount
 Secured  All monies due or to become due from the Company to the Mortgagee
 under the terms of a Lease made between the Company and the Chargee
| |                                                                                                                                                         
| | Rent Deposit
 - £2,528.00 plus interest                                                                                                                 

Mortgages/Charges

| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Chargee 
 RBS IF Limited                                                                                                                                                                       
| |                                                                                                                                                                                                 
| | Date Created
  31st October 2007                                                                                                                                                               
| |                                                                                                                                                                                                 
| | Date
 Registered  1st November 2007                                                                                                                                                            
| |                                                                                                                                                                                                 
| | Amount
 Secured  All monies due or to become due from the Company to the Mortgagee
 under the terms of the Charge                                                                              
| |                                                                                                                                                                                                 
| | Property
 Charged  All property and assets present and future including goodwill,
 uncalled capital, buildings, fixtures, fixed plant and machinery and further
 in accordance with the charge.

Guarantees:
None

26

---



SCHEDULE 3
The Subsidiary

State of
Incorporation: Delaware, United States.

Registered
Agent and Office: Agents and Corporations, Inc., 1201 Orange Street, Suite 600,
Wilmington, Delaware 19801.

Date of
Incorporation: 5th June 2006.

Director:
Frank Thomson.

Officer and
Titles: Lawson Noble, President; Natalie Papadronicou, Secretary; and Frank
Thomson, Treasurer.

Authorized
Capital: 1,500 shares of no par value common stock.

Issued Shares:
1,500 shares of no par value common stock.

27

---



SCHEDULE 4
The Properties

Falcon House, Unit J, City Park, Watchmead,
Welwyn Garden City, Hertfordshire held under the terms of a Lease dated 1st
February 2010 and made between Nortrust Nominees Limited (1) The Company (2)
and as the same is registered at the Land Registry under Title Number HD501020

124/124A, Great North Road, Hatfield,
Hertfordshire and three car parking spaces held under the terms of a Lease
dated 7th February 2001 and made between Four Circle Properties
Limited (1) and the Company (2)

28

---



SCHEDULE 5
Tax Deed

THIS TAX DEED
is made on

BETWEEN:

| |    |                                                                                                                                                                                                                                                          
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | The persons
 whose names and addresses are set out in Part I of the Schedule (the
 Covenantors);                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                          
| | 2. | The
 companies whose names and registered offices are set out in Part II of the
 Schedule (the Companies);                                                                                                                                             
| |    |                                                                                                                                                                                                                                                          
| | 3. | IMAGE
 SENSING SYSTEMS EUROPE LIMITED (registration number 5148882) whose registered
 office is at 54 Sun Street, Waltham Abbey, Essex EN9 1EJ (the Purchaser,
 which expression shall where the context so admits include its successors and
 assigns)

RECITAL

The Purchaser
has today completed the purchase from the Covenantors of the issued share
capital of CITYSYNC LIMITED under a share purchase agreement (the Agreement)
dated [__] June 2010 in reliance (inter alia) upon the indemnities contained in
this deed.

|   |             |                                                                                                                     
|-- | ----------- | --------------------------------------------------------------------------------------------------------------------
|1. | Definitions
|   |             |                                                                                                                     
|   | 1.1         | In this deed
 (unless the context otherwise requires), the following expressions shall have
 the following meanings:

| |  |                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Accounting
 Date |  | 31 January 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Business
 Day    |  | a day (other than a Saturday) when banks are open for the transaction
 of normal banking business in London.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Claim            |  | any notice, demand, assessment, letter, direction or order, or other
 document issued, or action taken, by or on behalf of any fiscal, revenue or
 other authority or official anywhere in the world, whereby the Company is
 liable, or is sought to be made liable, to make any payment of Taxation to
 the authority, official or other person (whether that payment is primarily
 payable by the Company, and whether or not the Company shall or may have any
 right of reimbursement against any other person), or is denied, or sought to
 be denied, any Relief.
| |  |                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | the
 Company     |  | any or all of the Companies as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Event            |  | any event, act, transaction, omission or occurrence of whatever
 nature and (without limitation) completion, the receipt or accrual of                                                                                                                                                                                                                                                                                                                                                                                                                                  

29

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| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                               |  | any income, or any distribution, failure to distribute, acquisition,
 disposal, transfer, payment, loan or advance including the death of any
 person.                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ICTA 1988                   |  | the Income and Corporation Taxes Act 1988.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Pre-Completion
 Tax Affairs |  | means the tax affairs of the Company for which the Vendor is
 responsible under clause 9.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Relief                      |  | relief, loss, allowance, credit, deduction, exemption, set-off or
 right to repayment, claimed or available in relation to Taxation pursuant to
 any legislation or otherwise or any repayment of or saving of Taxation.                                                                                                                                                                                                                                                                                                                                                            
| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Taxation                    |  | includes without limitation any form of taxation, duty, levy, charge,
 national insurance or other similar contribution, or rates (whether created
 or imposed by any government, state, federal, local, municipal or other body,
 and whether in the United Kingdom or elsewhere), including, but not limited
 to, any obligation to repay (in whole or part) any payment for group relief,
 any payment which the Company may be, or become, bound to make or obliged to
 account for to any person in respect of Taxation, and any related penalty,
 interest, fine or surcharge.
| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Tax
 Warranties             |  | means the warranties contained in clause 17 of Schedule 6 of the
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Tax
 Authority              |  | any taxing or other authority competent to impose a liability to
 Taxation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Tax
 Documents              |  | means the tax returns, claims and other documents which the Vendor is
 required to prepare on behalf of the Company under clause 9.1(a) and (b).                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |     |                                                                                                                                |                                                                                                                                                                                                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.2 | Other
 expressions used in this deed shall, where the context so admits, have the
 meanings ascribed to them in the Agreement.
| |     |                                                                                                                                |                                                                                                                                                                                                                                                                      
| | 1.3 | Reference to
 the result of any Event on, or before, Completion shall include:                                                
| |     |                                                                                                                                |                                                                                                                                                                                                                                                                      
| |     | 1.3.1                                                                                                                          | the combined
 result of two or more Events, the first of which takes place on or before
 Completion outside the ordinary course of business of the Company and all
 Events occurring after Completion are inside the ordinary course of business
 of the Company; and
| |     |                                                                                                                                |                                                                                                                                                                                                                                                                      
| |     | 1.3.2                                                                                                                          | any Event
 which is deemed for Taxation purposes to have occurred on or before
 Completion.                                                                                                                                                                          

30

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|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 1.4                 | Any reference
 to a statute or statutory provision shall be construed as a reference to that
 statute or provision (including any subordinate legislation made under it) as
 modified or re-enacted from time to time.        
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   | 1.5                 | Headings in
 this deed are for ease of reference only and shall not affect its
 construction.                                                                                                                                 
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|2. | The Covenant to pay
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   | 2.1                 | Subject to
 clauses 2.8 and 2.9, the Covenantors jointly and severally covenant with the
 Purchaser to pay to the Purchaser an amount equivalent to any liability of the
 Company:                                            
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   |                     | 2.1.1                                                                                                                                                                                                                          | for Taxation
 arising as a result of, or by reference to, any Event on or before
 completion;                                                                                                                                                                                                                                                              
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   |                     | 2.1.2                                                                                                                                                                                                                          | for Taxation
 which would have been saved but for the loss, reduction, modification or
 cancellation of some Relief in consequence of an Event occurring on or before
 completion;                                                                                                                                                                         
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   |                     | 2.1.3                                                                                                                                                                                                                          | for Taxation
 which arises in consequence of an Event occurring on or before completion,
 and which would have been payable but for the utilisation or set-off of some
 Relief which arises in respect of an Event occurring after completion; and                                                                                                         
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   |                     | 2.1.4                                                                                                                                                                                                                          | for Taxation
 arising in consequence of an Event occurring after completion, and for which
 the Company is liable as a result of having been a member of any group for
 Taxation purposes or having being controlled by, or being otherwise connected
 with, the Covenantors at any time before completion.                                                
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   | 2.2                 | Without
 limiting clause 2.1, the Covenantors jointly and severally covenant with the
 Company and the Purchaser to indemnify them, and hold them harmless against,
 any liability in respect of any inheritance tax which:   
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   |                     | 2.2.1                                                                                                                                                                                                                          | is at
 completion a charge on, or gives rise to a power to sell, mortgage or charge,
 any of the shares or assets of the Company; or                                                                                                                                                                                                                       
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   |                     | 2.2.2                                                                                                                                                                                                                          | after
 completion, becomes a charge on, or gives rise to a power to sell, mortgage
 or charge, any of the shares or assets of the Company and which is a
 liability in respect of inheritance tax payable as a consequence of the death
 of any person (whenever occurring) within 7 years after a transfer of value
 occurring on or before completion; or
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   |                     | 2.2.3                                                                                                                                                                                                                          | arises as a
 consequence of a transfer of value occurring on or before completion (whether
 or not in conjunction with the death of any person whenever occurring) made
 by, or to, the Company.                                                                                                                                                           
|   |                     |                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                            
|   | 2.3                 | For the
 avoidance of doubt, any payment made by the Company or the Purchaser to
 discharge or remove any power to sell, mortgage, or charge, shall give rise
 to a liability and, notwithstanding any provision of this deed,

31

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | the Company
 or the Purchaser may disregard any right to pay any Taxation in instalments
 in discharging or removing a charge or power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| | 2.4 | The
 Inheritance Tax Act 1984 Section 213 shall not apply in relation to any
 payments to be made by the Covenantors under this deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| | 2.5 | Any Taxation
 which would have been repaid to the Company but for the loss, reduction,
 set-off or cancellation of any right to repayment of Taxation in consequence
 of an Event occurring on or before completion, shall for the purposes of
 clause 2.1.1 be deemed to be Taxation for which the Company is liable, and
 which arises in consequence of the Event.                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| | 2.6 | There shall
 be treated as an amount of Taxation which would, for the purposes of clause
 2.1.2, have been saved but for the loss, reduction, modification or
 cancellation of some Relief, the amount by which the liability to Taxation
 would have been reduced by the Relief lost, reduced, modified or cancelled,
 applying the relevant rates of Taxation in force in the period or periods in
 respect of which the Relief would have applied or (where the rate has at the
 relevant time not been fixed) at the last known rate, and assuming that the
 Company had sufficient profits against which Relief might be set off or given.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| | 2.7 | The
 Covenantors jointly and severally covenant with the Company and the
 Purchaser, and each of them, to indemnify the Company and the Purchaser on a
 full indemnity basis in respect of, and to hold them harmless against, any
 reasonable costs or expenses properly incurred or payable by the Company or
 the Purchaser in connection with any Claim for which a successful claim is
 made under this Agreement or the Tax Warranties by the Purchaser.                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| | 2.8 | The covenant
 to pay in clause 2.1 or a claim under the Tax Warranties shall not apply to
 any liability to the extent that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| |     | 2.8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | a provision
 is made in the Audited Accounts in respect of that liability or the liability
 was taken into account in the preparation of the Audited Accounts;                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| |     | 2.8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | such a
 provision is insufficient by reason of an increase in the rates of Taxation
 announced after completion but with retrospective effect;                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| |     | 2.8.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the loss
 occasioned has been recovered as a result of any claim under the warranties
 in the Agreement.                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| |     | 2.8.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
 liability was paid or discharged before the Accounting Date, or such payment
 or discharge was taken into account in the preparation of the Audited
 Accounts;                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
| |     | 2.8.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
 liability arises as a result of any change in law (or a change in
 interpretation on the basis of case law), regulation, directive or
 requirement, or the published practice of any Tax Authority, occurring after
 Completion in each case with retrospective effect;

32

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 2.8.6                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
 liability would not have arisen but for a voluntary transaction, action or
 omission carried out or effected by the Purchaser or the Company at any time
 after Completion, except that this exclusion shall not apply where any such
 transaction, action or omission:                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                | is carried
 out or effected by the Purchaser or the Company pursuant to a legally binding
 commitment created on or before Completion or at the direction of the
 Covenantors; or                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                               | is carried
 out or effected by the Company in the ordinary course of business of the
 Company;                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                              | is carried
 out in circumstances where the Purchaser did not know and (on the basis of
 the information actually supplied in writing by the Covenantors to the
 Purchaser prior to Completion) could not be expected to know it would or
 might give rise to the liability for Taxation in question
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     | 2.8.7                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
 liability comprises interest or penalties arising by virtue of an
 underpayment of tax prior to Completion, insofar as such underpayment would
 not have been an underpayment but for a bona fide estimate made prior to
 Completion of the amount of income, profits or gains to be earned, accrued or
 received after Completion proving to be incorrect, or but for any other event
 or events occurring after Completion;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     | 2.8.8                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
 liability arises as a result of a change after Completion in the length of
 any accounting period for tax purposes of the Company or (other than a change
 which is necessary in order to comply with the law or generally accepted
 accounting principles applicable to the Company at Completion) a change after
 Completion in any accounting policy or tax reporting practice of the Company;                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     | 2.8.9                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
 liability is a liability to tax comprising interest, penalties, charges or
 costs in so far as attributable to the unreasonable delay or default of the
 Purchaser or the Company after Completion; or                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| | 2.9 | The covenant
 in clause 2.1 shall not apply to any liability to the extent that it arises
 in consequence of an Event which has occurred since the Accounting Date in
 the ordinary course of the trading activities of the Company, and (to the
 intent that this list is to be deemed non-exhaustive) none of the following
 shall be regarded as carried out in the ordinary course of the trading
 activities of the Company namely:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     | 2.9.1                                                                                                                                                                                                                                                                                                                                                                                                                                    | any disposal
 of an asset other than stock in trade;                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     | 2.9.2                                                                                                                                                                                                                                                                                                                                                                                                                                    | any Event
 giving rise to a liability to Taxation primarily payable by some other
 person;                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                    
| |     | 2.9.3                                                                                                                                                                                                                                                                                                                                                                                                                                    | any Event
 giving rise to a liability under ICTA 1988 Sections 703787 in relation to
 tax avoidance; or                                                                                                                                                                                                                                                                                                                          

33

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|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|-- | ----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                               | 2.9.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any Event
 which involves a distribution within the meaning of ICTA 1988 Section 418 or
 a loan within ICTA 1988 Section 419.                                                                                                                                                         
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   | 2.10                          | The
 provisions of Schedule 9 of the Agreement shall apply to limit the
 Covenantors liability for claims under the tax deed or for breach of the tax
 warranties where expressly provided for in Schedule 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|3. | Conduct of claims and appeals
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   | 3.1                           | In the event
 of the Company or the Purchaser becoming aware of any Claim under this Tax
 Deed or the Tax Warranties, the Company or the Purchaser (as the case may be)
 shall give written notice of the Claim to the Covenantors as soon as
 reasonably practicable, but such notice shall not be a condition precedent to
 the liability of the Covenantors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   | 3.2                           | The
 Purchaser and the Company shall take any such action as the Covenantors may
 reasonably request to avoid, dispute, resist, appeal, compromise or defend
 the Claim, subject to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   |                               | 3.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the
 Covenantors first having indemnified the Company and the Purchaser to their
 reasonable satisfaction against any Taxation being the subject of, or likely
 to be incurred in connection with, the Claim and against any amounts likely
 to be payable pursuant to clause 2.8; and
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   |                               | 3.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the
 following provisions of this clause 3.                                                                                                                                                                                                                                           
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   | 3.3                           | All
 communications (written or otherwise) relating to the Claim received from the
 Taxation authority shall be immediately copied (if in writing) or otherwise
 communicated to the Purchaser, and all communications intended to be made to
 the relevant Taxation authority shall first be submitted to the Company or
 the Purchaser for approval (giving sufficient time for comments), and shall
 only be transmitted if such approval is given (such approval not to be
 unreasonably withheld or delayed). The Covenantors shall make no settlement or
 compromise of the Claim, or agree any matter in the conduct of the dispute,
 which the Purchaser reasonably considers likely to prejudice the future
 liability of the Company or the Purchaser in respect of Taxation, without the
 prior written approval of the Company or the Purchaser as appropriate.
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   | 3.4                           | Neither the
 Company nor the Purchaser shall be obliged to contest a Claim beyond the
 first appellate body (including the Special or General Commissioners or a VAT
 and duties tribunal or equivalent body) in the jurisdiction concerned unless
 the Covenantors and Purchaser have appointed by agreement independent tax
 counsel of at least 10 years standing in whose reasonable opinion the Claim
 would on the balance of probabilities be likely to succeed.                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   | 3.5                           | If, in the
 Purchasers reasonable opinion:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                       
|   |                               | 3.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the
 Covenantors or the Company have committed any acts or omissions which
 constitute fraudulent or negligent conduct, or any                                                                                                                                                        

34

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|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Taxation
 return or computation the subject of a Claim is not true and accurate in all
 material respects; or                                                                                              
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   |                                                                                                                                                                                   | 3.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the
 Covenantors delay in complying with clause 3.2.1.                                                                                                                                                     
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | the Company
 or the Purchaser may (without further reference to the Covenantors) admit,
 compromise, settle, discharge or otherwise deal with, any outstanding or
 future Claims.
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | 3.6                                                                                                                                                                               | Nothing in
 this clause 3 shall require the Purchaser to prevent the Company from making
 a payment of Taxation at the time necessary to avoid incurring a fine,
 penalty or interest in respect of unpaid Taxation.                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|4. | Taxes                                                                                                                                                                            
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | 4.1                                                                                                                                                                               | Subject to
 clause 4.2, all sums shall be paid free and clear of all deductions or
 withholdings, unless the deduction or withholding is required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | 4.2                                                                                                                                                                               | If any such
 deduction or withholding is required by law to be made from any sum payable
 by the Covenantors under this deed (other than in respect of interest payable
 to the Purchaser), the Covenantors shall pay such additional amount as shall
 be required to ensure that the net amount received by the Purchaser or the
 Company will equal the full amount which would have been received by it, or
 them, had no such deduction or withholding been made.                                                                                                                                                                     
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | 4.3                                                                                                                                                                               | If any
 payment by the Covenantors under this deed is, or in the Purchasers
 reasonable opinion will be, chargeable to Taxation (other than a reduction in
 the base cost to the Purchaser of the shares of the Company), then the amount
 so payable shall be grossed up by such amount as will ensure that, after
 deduction of the Taxation chargeable, there shall be left in the hands of the
 Company or the Purchaser a sum equal to the amount that would otherwise have
 been payable save to the extent that such charge to Taxation arises solely as
 a result of the Purchaser having assigned the benefit of this Agreement.
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|5. | Date for payment and interest                                                                                                                                                    
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | 5.1                                                                                                                                                                               | The
 Covenantors shall pay to the Company (or the Purchaser as the case may be)
 any amount required to be paid by them pursuant to clause 2.1 in cleared
 funds on or before the (number) 5 Business Day prior to the date set out in
 the relevant clause out of clauses 5.2 to 5.4.                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | 5.2                                                                                                                                                                               | Where the
 Claim involves an actual payment of Taxation, the date referred to in clause
 5.1 is the date on which that Taxation becomes due and payable to the
 authority, official or person demanding the same.                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   | 5.3                                                                                                                                                                               | Where the
 Claim involves no actual payment of Taxation, the date referred to in clause
 5.1 is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                            
|   |                                                                                                                                                                                   | 5.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to the
 extent that the liability involves the denial, loss or set-off (in whole or
 in part) of any right to repayment of Taxation, the date on which such
 Taxation would otherwise have been repaid; and

35

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 5.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | to the
 extent that the liability involves the denial, loss or set-off (in whole or
 in part) of any Relief other than a right to repayment of Taxation, the date
 on which the Taxation which would have been saved but for such denial, loss
 or set-off becomes (or on the assumption in clause 2.6 would become) due and
 payable.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|   | 5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Where the
 Claim involves a liability under clause 2.1.3, the date referred to in clause
 5.1 is the date which would have been the due date in clause 5.2 but for the
 availability of the Relief.                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|   | 5.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The
 Covenantors shall pay to the Company (or to the Purchaser as the case may be)
 any amount required to be paid by them pursuant to clause 2.7, on the date on
 which the Company or the Purchaser incurs or suffers such costs or expenses.                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|   | 5.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The Company
 (or the Purchaser as the case may be) shall give notice in writing of the
 amount of any payment required to be made by the Covenantors under clause 2,
 and the due date for payment.                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|   | 5.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Any sum not
 paid by the Covenantors on the due date for payment shall bear interest from
 that date until and including the date of actual payment (or the next
 Business Day if the date of actual payment is not a Business Day), and any
 interest under this clause 5.7 shall be charged at the annual rate of 2% over
 the base rate for the time being of Barclays Bank plc (or, if such a rate
 cannot be ascertained for any reason, at such similar rate as the Purchaser
 shall reasonably select).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|6. | Credit for recoveries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|   | Where the
 Covenantors have paid to the Purchaser an amount in respect of a Claim under
 this Tax Deed and, after this payment is made, the Purchaser or the Company
 receives from a third party a sum referable to the sum paid to the Purchaser,
 the Purchaser shall immediately make (or procure) repayment to the
 Covenantors of so much of the amount paid by the Covenantors to the Purchaser
 as shall represent double recovery by the Purchaser, but after deduction of
 any relevant Taxation on, and all reasonable costs and expenses properly
 incurred of, recovery.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|7. | Waiver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|   | 7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The rights
 and remedies conferred upon the Company or the Purchaser under this deed are
 cumulative, and in no way limit any rights and remedies which the Company or
 Purchaser may have by law.                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|   | 7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | No failure
 or delay by the Purchaser in exercising any claim, remedy, right, power or
 privilege under this deed shall operate as a waiver, nor shall any single or
 partial exercise of any claim, remedy, right, power or privilege preclude any
 further exercise of it, or the exercise of any other claim, right, power or
 privilege.                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                       
|8. | Assignment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

36

---



|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|-- | ---------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 8.1                    | The
 Purchaser is permitted to assign the benefit of, and all of its rights under,
 this deed (including under the Warranties) to its successor in title or to
 any of its Affiliates (as the case may be) provided that the benefit of this
 deed and the beneficial ownership of the Shares shall at all times be vested
 in the same person and provided further that the liability of the Vendors
 shall not be increased by any such assignment.
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   | 8.2                    | Except as
 set out in paragraph 8.1, none of the rights or obligations under or pursuant
 to this deed may be assigned or transferred to any other person without the
 written consent of all the parties.                                                                                                                                                                                                                                           
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|9. | Conduct of Tax Affairs
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   | 9.1                    | The
 Covenantors or their duly authorised agents shall, in respect of all
 accounting periods ending on or before Completion, and at the Companys cost:                                                                                                                                                                                                                                                                                             
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   |                        | 9.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                 | prepare the
 corporation tax returns of the Company;                                                                                                                                                                                                                                    
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   |                        | 9.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                 | prepare on behalf
 of the Company all claims, elections, surrenders, disclaimers, notices and
 consents for the purposes of corporation tax; and                                                                                                                                        
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   |                        | 9.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (subject to
 clause 3) deal with all matters relating to corporation tax which concern or
 affect the Company, including the conduct of all negotiations and
 correspondence and the reaching of all agreements relating thereto or to any
 Tax Documents, but excluding payment of tax.
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   | 9.2                    | The
 Covenantors or their duly authorised agents shall deliver all Tax Documents
 which are required to be signed by or on behalf of the Company to the
 Purchaser for authorisation, signing and submission to the relevant Tax
 Authority. If a time limit applies in relation to any Tax Document, the
 Vendor shall ensure that the Purchaser receives the Tax Document no later
 than 15 Business Days before the expiry of the time limit.     
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   | 9.3                    | The
 Covenantors shall procure that:                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   |                        | 9.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the
 Purchaser receives copies of all written correspondence with any Tax
 Authority insofar as it is relevant to The Pre-Completion Tax Affairs;                                                                                                                                       
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   |                        | 9.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the
 Purchaser is afforded the opportunity to comment within a reasonable period
 of time on any Tax Document or other non-routine correspondence prior to its
 submission to the relevant Tax Authority and that its reasonable comments are
 taken into account; and                  
|   |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                         
|   |                        | 9.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                 | no Tax
 Document is submitted to any Tax Authority which is not, so far as the
 Covenantors are aware, true and accurate in all respects, and not misleading.                                                                                                                           

37

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 9.4 | The Purchaser
 shall procure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 9.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
 Covenantors and their duly authorised agents are afforded such access
 (including the taking of copies) to the books, accounts and records of the
 Company and such other assistance as it or they reasonably require to enable
 the Covenantors to discharge their obligations under clause 9.1 and to enable
 the Covenantors to comply with their own tax obligations or facilitate the
 management or settlement of its own tax affairs;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 9.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
 Covenantors are promptly sent a copy of any communication from any Tax
 Authority insofar as it relates to the Pre-Completion Tax Affairs;                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | 9.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | there is
 given to such person or persons as may for the time being be nominated by the
 Vendor authority to conduct Pre-Completion Tax Affairs, and that such
 authority is confirmed to any relevant Tax Authority.                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 9.5 | The
 Purchaser shall (subject to clause 9.6 below) be obliged to procure that the
 Company shall cause any Tax Document delivered to it under clause 9.2 to be authorised
 and signed without delay and without amendment, and submitted to the
 appropriate Tax Authority without delay (and in any event within any relevant
 time limit).                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 9.6 | The
 Purchaser shall be under no obligation to procure the authorisation, signing
 or submission to a Tax Authority of any Tax Document delivered to it under
 clause 9.2 which it considers in its reasonable opinion to be false or
 misleading in a material respect, but for the avoidance of doubt shall be
 under no obligation to make any enquiry as to the completeness or accuracy
 thereof and shall be entitled to rely entirely on the Covenantors and their
 agents.                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 9.7 | The
 Purchaser or its duly authorised agents shall have sole conduct of all tax
 affairs of the Company which are not Pre-Completion Tax Affairs and shall be
 entitled to deal with such tax affairs in any way in which it, in its
 absolute discretion, considers fit provided that the Purchaser shall ensure
 that all such tax affairs relating to periods prior to Completion are dealt
 with in an expeditious manner.                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 9.8 | In respect
 of any accounting period for corporation tax purposes commencing prior to
 Completion and ending after Completion (the Straddle Period) and in respect
 of any accounting period commencing prior to Completion for the purposes of
 any other tax the Purchaser shall procure that the tax returns of the Company
 shall be prepared on a basis which is consistent with the manner in which the
 tax returns of the Company were prepared for all accounting periods ending
 prior to Completion.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 9.9 | The
 Purchaser shall procure that the Company provide to the Covenantors all tax
 returns relating to the Straddle Period no later than 20 Business Days before
 the date on which such tax returns are required to be filed with the
 appropriate Tax Authority without incurring interest or penalties. The                                                                                                                                                                                                  

38

---



|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|--- | ------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|    |                                | Purchaser
 shall further procure that the Company shall take the Covenantors reasonable
 comments into account before the tax returns are submitted to the appropriate
 Tax Authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 9.10                           | The
 Covenantors shall provide such assistance as the Purchaser shall reasonably
 request in preparing all tax returns relating to the Straddle Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | Notices                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 10.1                           | Any notice
 given under this deed shall either be delivered personally (and delivery by
 courier shall be regarded as such) or sent by recorded delivery post or
 facsimile transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 10.2                           | The address
 for service of the Covenantors shall be the address (or principal address if
 more than one) of the Vendors Solicitors, or such other firm with which it
 may merge, or which a majority of its partners may join, or as the beneficial
 owners of the majority in number of shares may require by notice in writing
 to the Purchaser. If at any time it shall not be evident which firm of
 solicitors is appointed for the purposes of this clause, the Purchaser may
 nominate one of the Covenantors for the purposes of receiving and giving
 notices, by giving notice to the Covenantors at their addresses in the
 Agreement.
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 10.3                           | The
 addresses for service of the Company and the Purchaser shall be their respective
 registered offices for the time being.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 10.4                           | A notice
 shall be deemed to have been served as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                | 10.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | if
 personally delivered, at the time of delivery;                                                                                           
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                | 10.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | if sent by
 recorded delivery post, on the expiry of 48 hours after the notice was
 delivered into the custody of the postal authorities; and
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    |                                | 10.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | if sent by
 facsimile transfer, on the expiry of 12 hours after the notice was
 despatched.                                                  
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 10.5                           | In proving
 service under clause 9.4, it shall be sufficient to prove that personal
 delivery was made, or that the envelope containing the notice was properly
 addressed and delivered into the custody of the postal authorities as a
 prepaid recorded delivery letter or that the facsimile transfer was properly addressed
 and despatched to the appropriate number.                                                                                                                                                                                                                                                                         
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 10.6                           | Notice given
 to the Covenantors pursuant to clause 9.2 shall be deemed to be notice to all
 the Covenantors, and any notice by the Covenantors (other than a notice
 changing solicitors pursuant to clause 9.2) shall only be given by the
 Vendors Solicitors, or the Covenantor nominated by the Purchaser pursuant to
 clause 9.2.                                                                                                                                                                                                                                                                                                            
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|11. | Governing law and jurisdiction
|    |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              
|    | 11.1                           | Any
 contractual or non-contractual obligations arising from or under this deed
 shall be governed by, and this deed shall be construed in all respects in
 accordance with, English law.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

39

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|    |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 11.2                                                                                                                                                                            | The parties
 irrevocably agree that the courts of England and Wales shall have exclusive
 jurisdiction in respect of any dispute, suit, action, arbitration or
 proceedings (Proceedings) which may arise out of, or in connection with,
 this deed (whether arising out of or in connection with contractual or
 non-contractual obligations), although nothing in this deed shall be taken to
 limit the right of the Purchaser to bring Proceedings to obtain injunctive
 relief in any other jurisdiction or jurisdictions (whether concurrently or
 not).
|    |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 11.3                                                                                                                                                                            | The Vendors
 expressly and specifically agree and accept that the terms of this clause are
 fair and reasonable, and appoint Harbottle & Lewis LLP of Hanover House,
 14 Hanover Square, London W1S 1HP (or such other firm as is mentioned in
 paragraph 11.2 for the time being) to accept service on their behalf of any
 Proceedings which may be commenced in England and Wales.                                                                                                                                                                           
|    |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12. | Counterparts                                                                                                                                                                   
|    |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | This deed
 may be executed in any number of counterparts, each of which is an original
 and which together have the same effect as if each party had signed the same
 document.
|    |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | IN WITNESS
 etc                                                                                                                                                                

40

---



SCHEDULE 6
Warranties

The Warranties and undertakings referred to in clause 5 are as follows,
except as fairly and accurately disclosed in the Disclosure Letter (with
sufficient details to identify the nature and scope of the matter disclosed):

|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|-- | ----------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------
|1. | Corporate matters
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.1               | The
 information contained in the recitals to this agreement and in Schedules 2, 3
 and 4 is true and accurate in all respects and not misleading.                                                                                                                                                                                                                                                                                                                                                             
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.2               | The Company
 has complied with all material applicable provisions of the Companies Acts
 and the European Communities Act 1972.                                                                                                                                                                                                                                                                                                                                                                                
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.3               | Since 1
 December 2006 and to the Completion Date, the register of members and all
 other statutory books and minute books of the Company:                                                                                                                                                                                                                                                                                                                                                                     
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   |                   | 1.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | have been properly kept;                                                            
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   |                   | 1.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | are up to date; and                                                                 
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   |                   | 1.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | contain true
 and accurate records of all matters required to be dealt with in them.
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.4               | The Company
 has not received any notice of any application, or intended application, for
 the rectification of the register of members under the provisions of the
 Companies Acts for the time being in force.                                                                                                                                                                                                                                                                                               
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.5               | The
 Purchaser has been supplied with a copy of the memorandum and articles of
 association of the Company as currently in effect (with copies attached of all
 resolutions as are required to be attached by law) and copies of all
 resolutions setting out the rights attached to, or the conditions of issue
 of, any of the share capital of the Company. Those copies are true, complete
 and up-to-date, and set out in full the rights and restrictions attaching to
 the share capital of the Company.
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.6               | The Company
 is not a public limited company within the meaning of the Companies Act 1985
 Section 1(3).                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.7               | No allotment
 of share capital in the Company has been made in contravention of the
 provisions of the Companies Acts.                                                                                                                                                                                                                                                                                                                                                                                         
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.8               | The Company
 has not at any time acquired, or taken a charge over, any of its own shares.                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.9               | The Company
 has not at any time made any unlawful distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                     
|   | 1.10              | The Company
 has not entered into any arrangement involving the acquisition from, or
 disposal to, its directors (or connected persons) of non-cash assets.                                                                                                                                                                                                                                                                                                                                                    

41

---



|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|-- | ---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|   | 1.11                         | The Company
 has not done any of the following in relation to any of its directors (or any
 person connected with any of its directors) in contravention of the
 provisions of the Companies Acts:                                                                                                                                                                                                                                                                                                        
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   |                              | 1.11.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | granted any
 loan or quasi-loan, or entered into any guarantee or credit transaction; or                                                        
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   |                              | 1.11.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | provided any
 security in connection with any such loan, quasi-loan, guarantee or credit
 transaction.                                          
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   | 1.12                         | For the last
 three financial years, the Company has properly made and filed all returns,
 particulars, resolutions and documents required to be filed with the
 Registrar of Companies or any other governmental or local authority by the
 Companies Acts (or any other legislation), and all such filings were, and
 are, correct. In particular, all charges created by, or in favour of, the
 Company have (if appropriate) been registered in accordance with the
 provisions of the Companies Acts.
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   | 1.13                         | The Company
 has maintained, and continues to maintain, readily available for inspection
 by members of the public all documents required to be made so available by
 the Companies Acts or other legislation.                                                                                                                                                                                                                                                                                            
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|2. | The Shares and share capital
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   | 2.1                          | There are no
 agreements or other arrangements in force which provide for the present or
 future issue, allotment or transfer of; or accord to any person the right
 (absolute or conditional) to call for the issue, allotment or transfer of any
 share or loan capital of the Company (including any option or rights of
 pre-emption, first refusal or conversion).                                                                                                                                   
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   | 2.2                          | Since 31
 January 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   |                              | 2.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | no share or
 loan capital of the Company has been issued or allotted, or agreed to be
 issued or allotted (whether conditionally or absolutely);
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   |                              | 2.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the Company
 has not undergone any capital reorganisation or change in its capital
 structure;                                                  
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   |                              | 2.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the Company
 has passed no resolutions; and                                                                                                     
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   |                              | 2.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | only 15,000
 Ordinary Shares of the Companys share capital have been issued.                                                                   
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   | 2.3                          | The Company
 has not at any time reduced its share capital, redeemed any share capital, or
 purchased any of its shares.                                                                                                                                                                                                                                                                                                                                                                                  
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   | 2.4                          | No share
 capital shown in the Audited Accounts, the Certified Accounts, the Management
 Accounts or in the statutory books of the Company has been forfeited.                                                                                                                                                                                                                                                                                                                                            
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
|   | 2.5                          | No shares in
 the capital of the Company have at any time been issued, and no transfers of
 shares in the capital of the Company have been registered,                                                                                                                                                                                                                                                                                                                                                    

42

---



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
| |      | otherwise
 than in accordance with the articles of association of the Company then in
 force and the Companies Acts, and any necessary consents have been obtained
 for each issue and transfer of shares in the capital of the Company.                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.6  | The
 authorised and issued Ordinary Shares constitute the whole of the issued and
 allotted share capital of the Company. The Shares are beneficially owned by
 the Vendors free of all Incumbrances.                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.7  | No dividends
 or other distributions of profits have been declared, made or paid since 31
 January 2010.                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.8  | Any and all
 dividends or other distributions declared, made or paid by the Company or the
 Subsidiary since the date of incorporation of the Company or the Subsidiary,
 as applicable, have been declared, made and paid in accordance with law and
 its articles of association (or equivalent documents) and any agreements or
 arrangements made with any third party regulating the payment of dividends
 and distributions.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.9  | The Company
 is the sole legal and beneficial owner of the whole allotted and issued share
 capital of the Subsidiary.                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.10 | The issued
 shares of the Subsidiary are fully paid up.                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.11 | The shares
 of the Subsidiary are free from all Incumbrances.                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.12 | There is no
 right to require the Subsidiary to issue any share capital, and no
 Incumbrance has been created in favour of any person affecting any unissued
 shares or debentures or other unissued securities of the Subsidiary.                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.13 | No
 commitment has been given to create an Incumbrance affecting the Shares (or
 any unissued shares or debentures or other unissued securities) of the
 Company or the shares of the Subsidiary or for them to issue any share capital,
 and no person has claimed any rights in connection with any of those matters.                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.14 | Other than
 as described in the Disclosure Letter, neither the Company nor the
 Subsidiary:                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| |      | 2.14.1                                                                                                                                                                                                                                                                                                                                                                                                                             | holds or
 beneficially owns, or has agreed to acquire, any securities of any
 corporation; or                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| |      | 2.14.2                                                                                                                                                                                                                                                                                                                                                                                                                             | is or has
 agreed to become a member of any partnership or other unincorporated
 association, joint venture or consortium;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| |      | 2.14.3                                                                                                                                                                                                                                                                                                                                                                                                                             | has outside
 its country of incorporation any branch or permanent establishment; or                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| |      | 2.14.4                                                                                                                                                                                                                                                                                                                                                                                                                             | has allotted
 or issued any securities that are convertible into shares.                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                           
| | 2.15 | The Vendors
 have obtained and delivered (or will at Completion deliver) to the Purchaser
 any and all waivers, consents and other documents as may be required to give
 the Purchaser good title to the Shares, without any                                                                                                                                                                                                      

43

---



|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|-- | ------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                     | Incumbrances
 (except any Incumbrances that may be created by the Purchaser or ISS or with
 respect to the property of the Purchaser or ISS) and, subject to stamping, to
 enable the Purchaser to become the registered holder of the Shares.                                                      
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|3. | Capacity of Vendors
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   | 3.1                 | The Vendors
 are entitled and have all requisite power, authority and personal capacity to
 sell, or procure the sale of, the full legal and beneficial interest in the
 Shares to the Purchaser on the terms set out in this agreement and to perform
 this agreement in accordance with its terms.
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   | 3.2                 | Each Vendor
 has taken all actions necessary to enable him to enter into and perform this
 agreement, and has secured all approvals and consents (governmental or
 otherwise) required for the performance of the Transactions.                                                                     
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   | 3.3                 | Neither the
 execution or delivery of this agreement by the Vendors, nor Completion of the
 Transactions, is prohibited by, or violates, any provision, and will not
 result in a breach of, or constitute a default under:                                                                         
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   |                     | 3.3.1                                                                                                                                                                                                                                                                                                | any
 applicable law, rule, regulation, judgement, decree, order or other
 requirements of the United Kingdom or of any court, authority, department,
 commission, board, bureau or agency;                       
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   |                     | 3.3.2                                                                                                                                                                                                                                                                                                | the
 memorandum or articles of association of the Company or the Subsidiary;                                                                                                                                     
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   |                     | 3.3.3                                                                                                                                                                                                                                                                                                | any
 agreement or instrument to which the Company or the Subsidiary is a party or
 by which it is bound or affected; or                                                                                          
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   |                     | 3.3.4                                                                                                                                                                                                                                                                                                | any order,
 judgement, decree or other restriction applicable to the Company, the
 Subsidiary or the Vendor.                                                                                                     
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   | 3.4                 | This
 agreement constitutes and imposes valid legal and binding obligations on each
 Vendor, fully enforceable in accordance with their terms.                                                                                                                                                      
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   | 3.5                 | Other than
 as contemplated to be waived and released as provided in clause 4.1.5 of the
 agreement, Completion of the Transactions by the Vendors will not:                                                                                                                                        
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   |                     | 3.5.1                                                                                                                                                                                                                                                                                                | conflict
 with, result in the breach of or constitute a default under, or accelerate
 the performance provided by, the terms of any contract, agreement or deed to
 which any Vendor may be bound or affected; or
|   |                     |                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  
|   |                     | 3.5.2                                                                                                                                                                                                                                                                                                | constitute a
 default or an event which, with the lapse of time or action by a third party,
 could result in the creation of any Incumbrance on any of the Shares.                                               

44

---



|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|-- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Accounts
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   | 4.1      | The
 accounting reference date of the Company for the purposes of the Companies
 Acts is 31st January and has not at any time been any other date.                                                                                                                                                                                                                                                                 
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   | 4.2      | The
 Purchaser has been supplied with a true and complete copy of the Audited
 Accounts, the Certified Accounts and the Management Accounts (collectively,
 the Accounts) and a true and complete list of the Companys inventory and
 fixed and intangible assets as of 31 March 2010.                                                                                                                          
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   | 4.3      | As set forth
 below:                                                                                                                                                                                                                                                                                                                                                                                               
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.1                                                                                                                                                                                                                                                                                                                                                                                                               | the
 Certified Accounts comply with the requirements of the Companies Acts;                                                                                                                                                                                                             
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.2                                                                                                                                                                                                                                                                                                                                                                                                               | the Accounts
 have been prepared in accordance with good accounting practice, and, as
 applicable, comply with all current SSAPs and financial reporting standards
 applicable to a United Kingdom company;                                                                             
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.3                                                                                                                                                                                                                                                                                                                                                                                                               | the Accounts
 are accurate in all material respects;                                                                                                                                                                                                                                    
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.4                                                                                                                                                                                                                                                                                                                                                                                                               | the
 Certified Accounts and the Audited Accounts show a true and fair view, in all
 material respects, of the profits or losses and the assets and liabilities of
 the Company and the Subsidiary for the financial periods covered by the
 Certified Accounts and the Audited Accounts;
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.5                                                                                                                                                                                                                                                                                                                                                                                                               | the
 Accounts, as at the respective dates of the balance sheets included in the
 Accounts (the Balance Sheet Dates), are not materially affected by any
 unusual or non-recurring items;                                                                                              
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.6                                                                                                                                                                                                                                                                                                                                                                                                               | the Accounts
 make due provision for depreciation of the fixed assets of the Company and
 the Subsidiary having regard to their original cost and estimated life;                                                                                                                       
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.7                                                                                                                                                                                                                                                                                                                                                                                                               | the Accounts
 make due provision for any bad or doubtful debts of the Company and the
 Subsidiary;                                                                                                                                                                                      
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.8                                                                                                                                                                                                                                                                                                                                                                                                               | the Accounts
 disclose all material assets of the Company and the Subsidiary as at the
 Balance Sheet Dates; and                                                                                                                                                                        
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   |          | 4.3.9                                                                                                                                                                                                                                                                                                                                                                                                               | since 31 May
 2010 to the Completion Date, none of the inventories or receivables set forth
 in the Management Accounts have become materially impaired.                                                                                                                                
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                         
|   | 4.4      | The Accounts
 set out correctly all such reserves or provisions for Taxation as are
 necessary, on the basis of the rates of tax now in force, to cover all
 Taxation (present and future) in respect of any transaction occurring prior
 to the Balance Sheet Dates which is liable to be assessed on the Company or
 the Subsidiary (or for which the Company or the Subsidiary is accountable) up
 to that date.

45

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.5 | In the
 Accounts:                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any slow
 moving stock has been written down appropriately, and redundant, obsolete or
 unsaleable stock, and irrecoverable work-in-progress costs, have been wholly
 written off;                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the value
 attributed to the remaining stock, new materials and work-in-progress, does
 not exceed the lowest of cost (on a first in first out valuation), net
 realisable value or replacement price, calculated as at the Balance Sheet
 Dates; and                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in the
 Certified Accounts and the Audited Accounts, the same basis was adopted for
 the valuation of stock and work-in-progress as had been adopted in the
 preparation of all consolidated audited accounts of the Company laid before
 the Company in general meeting for the three financial periods ending prior
 to the date of this agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| | 4.6 | All material
 liabilities or outstanding capital commitments of the Company as at the
 Balance Sheet Dates have been included in the Accounts by way of:                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | full
 provision or reserve; or                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in the case
 of any liability which was contingent, unquantified or disputed, by way of a
 note stating the maximum amount which has been or could be claimed, and the
 best estimate of the directors (after taking all relevant professional
 advice) of the likelihood of such a claim materialising or being successful.                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| | 4.7 | No asset of
 the Company has been acquired for any consideration in excess of its market
 value at the date of its acquisition, or otherwise than by way of bargain at
 arms length.                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| | 4.8 | Each of the
 book debts shown in the Audited Accounts and the Management Accounts, and any
 other book debts relating to the period up to and including the Completion
 Date, will realise within six months of that date their nominal value less
 the value attributed to any reserve for bad or doubtful debts included in the
 Audited Accounts and the Management Accounts, as applicable, and none of the
 book debts is subject to any counter-claim or set-off.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| | 4.9 | Neither the
 whole, nor any part, of the amounts included as owing by any debtors in the
 Audited Accounts or the Management Accounts (or subsequently recorded in the
 books of the Company or the Subsidiary):                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.9.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | except as
 described in the Disclosure Letter, is overdue by more than 90 days; or                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.9.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | has been
 realised on terms that any debtor pays less than the full book value of his
 debt; or                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                      
| |     | 4.9.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | has been
 written off or has proved to any extent to be irrecoverable; or                                                                                                                                                                                                                                                                            

46

---



|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                        | 4.9.4                                                                                                                                                                       | is now
 regarded by the Company as irrecoverable.                                                                                                                                                                                                                                                                                                                                                       
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 4.10                   | No event has
 occurred during the periods covered by the Accounts that has resulted in the
 profits of the Company being abnormally high or low in respect of that
 period.
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 4.11                   | The
 accounting and other books, ledgers, financial and other records of the
 Company and the Subsidiary:                                                                  
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 4.11.1                                                                                                                                                                      | are in the
 Companys possession; and                                                                                                                                                                                                                                                                                                                                                                   
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 4.11.2                                                                                                                                                                      | have at all
 times been accurately maintained.                                                                                                                                                                                                                                                                                                                                                          
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | Borrowings and lending
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 5.1                    | The total
 amount borrowed by the Company or the Subsidiary from its bankers does not
 exceed:                                                                             
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 5.1.1                                                                                                                                                                       | the limit of
 its facilities as set out in the Disclosure Letter; or                                                                                                                                                                                                                                                                                                                                    
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 5.1.2                                                                                                                                                                       | any
 limitation on borrowing powers contained in its articles of association or
 equivalent charter documents, or in any debenture or other agreement binding
 on it.                                                                                                                                                                                                                                   
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 5.2                    | Except as
 disclosed in the Accounts, the Company or the Subsidiary does not have
 outstanding (whether made by, or incurred by, the Company or the Subsidiary):           
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 5.2.1                                                                                                                                                                       | any
 borrowing or indebtedness in the nature of borrowing, including any bank
 overdrafts, liability under acceptances (otherwise than in respect of normal
 trade bills), or any acceptance credit (including any amounts due to any
 present or former directors, or to members of the Company or the Subsidiary,
 other than remuneration accrued due or for reimbursement of business
 expenses); or
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 5.2.2                                                                                                                                                                       | any
 Incumbrance, guarantee or similar obligation or agreement to create an
 Incumbrance, guarantee or similar obligation;                                                                                                                                                                                                                                                                              
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 5.2.3                                                                                                                                                                       | any
 arrangements of a type covered by the Companies Act 2006 Sections 190 or 197,
 or any agreements for such arrangements, or any other transaction in which a
 director of, or a person connected with, the Company or the Subsidiary has a
 material interest.                                                                                                                                      
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 5.3                    | The Company
 or the Subsidiary:                                                                                                                                            
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 5.3.1                                                                                                                                                                       | has not lent
 any money which has not been repaid to it;                                                                                                                                                                                                                                                                                                                                                
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                        | 5.3.2                                                                                                                                                                       | does not own
 the benefit of any debt (whether present or future) or the right to receive
 any money, other than debts accrued to it in the ordinary course of its
 business.                                                                                                                                                                                                                           
|   |                        |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 5.4                    | The
 statements of the bank accounts of the Company and the Subsidiary and of
 their credit or debit balances to be delivered at Completion (and any such                  

47

---



| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | statements
 delivered prior to such date) are correct, and neither the Company nor the
 Subsidiary has any other bank or deposit accounts (whether in credit or
 overdrawn) not included in such statements.                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| | 5.5 | In relation
 to such Incumbrances or guarantees (if any) detailed in the Disclosure
 Letter, and in relation to any bank overdraft, borrowings or other financial
 facilities available to, or financial obligations (other than in the ordinary
 course of trading) incurred by, the Company or the Subsidiary:
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.5.1                                                                                                                                                                                                                                                                                                            | the Vendors
 have supplied to the Purchaser full details, and true and correct copies, of
 all relevant documents;                                                                             
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.5.2                                                                                                                                                                                                                                                                                                            | there has
 been no contravention of, or non-compliance with, any provision of any
 relevant document by the Company or the Subsidiary;                                                         
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.5.3                                                                                                                                                                                                                                                                                                            | so far as
 the Vendors are aware, no steps for the enforcement of any Incumbrances have
 been taken or threatened;                                                                             
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.5.4                                                                                                                                                                                                                                                                                                            | there has
 not been any alteration in the terms and conditions of any of the
 arrangements or facilities, all of which are in full force and effect;                                           
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.5.5                                                                                                                                                                                                                                                                                                            | none of the
 Vendors nor the Company or the Subsidiary has done anything whereby the
 continuance of the arrangements and facilities might be materially affected
 or prejudiced; and          
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.5.6                                                                                                                                                                                                                                                                                                            | none of the
 arrangements is dependent on the guarantee of or on any security provided by
 a third party.                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| | 5.6 | Save as
 provided for under this agreement, the Company or the Subsidiary has not:                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.6.1                                                                                                                                                                                                                                                                                                            | except as
 described in the Disclosure Letter, factored or discounted any of its debts,
 or engaged in financing of a type which would not require to be shown, or
 reflected, in the Accounts;
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.6.2                                                                                                                                                                                                                                                                                                            | since 31
 January 2010, repaid or prepaid, or become liable to repay or prepay, any
 loan, loan capital or indebtedness in advance of its date of maturity;                                    
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.6.3                                                                                                                                                                                                                                                                                                            | received
 notice from any lenders of money to it, requiring repayment or intimating
 enforcement of any Incumbrance, and there are no circumstances likely to give
 rise to any such notice; or
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| |     | 5.6.4                                                                                                                                                                                                                                                                                                            | waived any
 right of set-off it may have against a third party.                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| | 5.7 | The Company
 or the Subsidiary has not applied for or received any grant, award, subsidy
 or financial assistance from any governmental department or agency.                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                
| | 5.8 | Except as
 described in the Disclosure Letter, neither a Change of Control of the
 Company nor Completion of the Transactions will result in:                                                                                                                                                                   

48

---



|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|-- | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |        | 5.8.1                                                                                                                                                                                                                                                                                                                                                                                              | the
 termination of, or material adverse effect on any contractual provision of,
 any financial agreement or arrangement to which the Company or the Subsidiary
 is a party or subject; or                                                                                                                                                         
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   |        | 5.8.2                                                                                                                                                                                                                                                                                                                                                                                              | any
 indebtedness of the Company or its Subsidiary becoming due, or capable of
 being declared due and payable, prior to its stated maturity.                                                                                                                                                                                                      
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|6. | Assets
|   |       
|   | 6.1    | Except for
 assets disposed of by the Company in the ordinary course of trading, the
 Company is the owner of, and has good marketable title to, all assets
 included in the Audited Accounts (excluding the Properties), and all material
 assets acquired since the 31 January 2010 and not subsequently disposed of,
 and all such assets are in the Companys possession or under its control.
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   | 6.2    | The fixed
 and loose plant and machinery, fixtures and fittings, vehicles and office
 equipment used in connection with the business of the Company:                                                                                                                                                                                                                                              
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   |        | 6.2.1                                                                                                                                                                                                                                                                                                                                                                                              | are in
 satisfactory repair and condition;                                                                                                                                                                                                                                                                                                         
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   |        | 6.2.2                                                                                                                                                                                                                                                                                                                                                                                              | are capable
 of being properly used in connection with the business of the Company;                                                                                                                                                                                                                                                                
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   |        | 6.2.3                                                                                                                                                                                                                                                                                                                                                                                              | so far as
 the Vendors are aware, are all capable, and will remain capable throughout
 the respective periods of time during which they are each written down to a
 nil value in the accounts of the Company (in accordance with existing
 accounting policies consistently applied), of doing the work for which they
 were designed or purchased.
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   | 6.3    | The Company
 has not agreed to acquire any asset (including stock), on terms that the
 property in such asset does not pass until full payment is made or all
 indebtedness incurred in connection with that acquisition discharged.                                                                                                                                                              
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   | 6.4    | The
 stock-in-trade of the Company is in good condition and is capable of being
 sold by the Company in the ordinary course of its business.                                                                                                                                                                                                                                                      
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   | 6.5    | Maintenance
 contracts are in full force and effect in respect of all assets of the
 Company, which a prudent owner would normally have maintained by independent
 or specialist contractors.                                                                                                                                                                                                     
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   | 6.6    | Details of
 all contracts entered into by the Company for the maintenance of any of the
 Companys assets are included in the Disclosure Letter.                                                                                                                                                                                                                                                  
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   | 6.7    | All assets
 used in connection with the business of the Company are owned by it
 absolutely, or are under its Control, and are held free from any lease, hire
 purchase or conditional sale agreement, bill of sale, or other agreement for
 payment on deferred terms.                                                                                                                           
|   |        |                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                    
|   | 6.8    | No
 circumstance has arisen, or is likely to arise, in relation to any asset held
 by the Company under a lease or similar agreement, whereby the rental                                                                                                                                                                                                                                          

49

---



|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                     | payable has
 been, or is likely to be, increased, and, in particular, all such assets have
 at all relevant times been used for a qualifying purpose within the meaning
 of the CAA 2001 Sections 122125.                                                                                                                                                                                                                                                                                                                                                                      
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 6.9                 | The assets
 owned by the Company (together with assets held under the hire purchase,
 lease or rental agreements listed in the Disclosure Letter) comprise all
 assets necessary for the business of the Company to continue as it is carried
 on at present.                                                                                                                                                                                                                                                                                                                   
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 6.10                | The
 Subsidiary is the only subsidiary of the Company and the particulars
 regarding it set out in Schedule 3 are true and complete. The shares in the
 Subsidiary are held and owned as shown in Schedule 3, free from all
 Incumbrances and with all attached rights, and the Company has no other
 interest in any other company and has never owned, held or been the
 beneficial owner of any other shares, and has not agreed to acquire, any
 class of any shares or other securities of any other corporation (whether
 incorporated in England and Wales or elsewhere).
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | Insurances         
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 7.1                 | The existing
 policies of insurance maintained by or on behalf of the Company and its
 Subsidiary provide for full indemnity and replacement values against all
 liabilities, risks and losses (including but not limited to the losses caused
 by any unlawful act and liabilities, including business interruption and
 other risks on the part of any person), against which it is normal or prudent
 to insure, in respect of all property owned by, and in the business carried
 on by, the Company and its Subsidiary.                                                    
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 7.2                 | All premiums
 due in respect of the Companys insurance policies have been paid in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 7.3                 | The Vendors
 are not aware of any claims outstanding, or circumstances which would or
 might entitle the Company to make a claim, under any of its insurance
 policies, or which would or might be required to be notified to the insurers
 under any of its insurance policies.                                                                                                                                                                                                                                                                                                
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 7.4                 | All the
 insurance polices maintained by or on behalf of the Company and the
 Subsidiary are in full force and effect and are not void or voidable; the
 Vendors have not and, so far as the Vendors are aware, the Company and the
 Subsidiary have not, done or omitted to do anything, and no act is contemplated
 (including the Completion of the Transactions), which could make any of them
 void or voidable; and completion will not terminate, or entitle any insurer
 to terminate, any such policy.                                                                 
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8. | Disputes/litigation
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 8.1                 | Neither the
 Company nor the Subsidiary is engaged (whether as claimant or defendant or
 otherwise) in any litigation, administrative, mediation or criminal or
 arbitration or other proceedings or hearings, before any court, tribunal,
 statutory or governmental body, department, board or agency; no notice has
 been received by the Vendors, the Company or the Subsidiary that any
 litigation, criminal or arbitration proceedings are pending or, so far as the
 Vendors are aware, threatened, by, or against, the Company or the                                  

50

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Subsidiary;
 and the Vendors are not aware of any facts which are likely to give rise to
 the same, or which are likely to give rise to proceedings, in respect of
 which the Company or the Subsidiary would be liable to indemnify any person
 concerned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.2 | Neither the
 Company nor the Subsidiary is subject to any order or judgement given by any
 court or governmental agency; and neither the Company nor the Subsidiary has
 been a party to any undertaking or assurance given to any court or
 governmental agency which is still in force. So far as the Vendors are aware,
 there are no facts or circumstances which (with or without the giving of
 notice or lapse of time) would be likely to result in the Company or the
 Subsidiary becoming subject to such an order or judgement, or being required
 to be a party to any such undertaking or assurance.                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.3 | None of the
 Vendors, the Company, the Subsidiary, the directors of the Company or the
 Subsidiary, or, so far as the Vendors are aware, any employees of the Company
 or Subsidiary, has received notice that (i) it is/they are the subject of any
 investigation, inquiry, process or request for information in respect of any
 aspect of the activities of the Company or the Subsidiary by any governmental
 or European Communities body, department, board or agency, or by any
 organisation charged with the supervision of any activities from time to time
 engaged in by the Company or the Subsidiary; and (ii) no such procedures are
 pending or, so far as the Vendors are aware, threatened, and there are no
 facts which are likely to give rise to any such procedure.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.4 | There is no
 dispute with any revenue or other official department in the United Kingdom
 or the United States in relation to the affairs of the Company or the
 Subsidiary, and there are no facts which may give rise to such dispute.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.5 | So far as
 the Vendors are aware, there are no claims (other than claims fully covered
 by insurance) pending or threatened, or capable of arising, against the
 Company or the Subsidiary by any employee, workman or third party, in respect
 of any accident or injury.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.6 | Save as
 described in the Disclosure Letter, neither the Company nor the Subsidiary
 has manufactured or sold products which have been, are, or will become, in
 any material respect, faulty or defective, or which do not comply in any
 material respect with any warranties given, or representations made, by the
 Company or the Subsidiary, expressly or impliedly (whether by statute or
 otherwise).                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.7 | Except as
 described in the Disclosure Letter, neither the Company nor the Subsidiary
 has accepted any liability or obligation to service, repair, maintain, take
 back or otherwise do anything in respect of, any articles or stock where that
 liability or obligation would apply after any such article or stock has been
 delivered by it.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.8 | Except as
 described in the Disclosure Letter, there has been no default by the Company
 or the Subsidiary under any agreement, trust deed, instrument or arrangement
 to which the Company or the Subsidiary is a party, and no threat or claim of
 default has been made and is outstanding, and there is                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

51

---



| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | nothing
 (including without limitation the Completion of the Transactions) which could
 cause:                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.8.1                                                                                                                                                                                                                                                                                                                                            | any such
 agreement or arrangement to be terminated or rescinded by any other party; or                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.8.2                                                                                                                                                                                                                                                                                                                                            | their terms
 to be worsened or the Company or the Subsidiary prejudiced,                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | as a result
 of anything done, or omitted or permitted to be done, by the Vendors, the
 Company or the Subsidiary.                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| | 8.9  | No Vendor
 has been involved in any type of event described in Item 401(f) of Regulation
 S-K of the United States Securities and Exchange Commission.                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| | 8.10 | Each Vendor
 represents and warrants to the Purchaser that the Company and the Subsidiary
 and their respective directors and, so far as the Vendors are aware,
 employees, agents, consultants, sales representatives or others acting on
 behalf of the Company or the Subsidiary or for their benefit, have not been
 engaged at any time in:
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.10.1                                                                                                                                                                                                                                                                                                                                           | any bribes
 or kickbacks to government officials or their relatives, or any other
 payments to such persons, whether or not legal, to obtain or retain business
 or to receive favorable treatment with regard to business;                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.10.2                                                                                                                                                                                                                                                                                                                                           | any bribes
 or kickbacks to persons other than government officials, or to relatives of
 such persons, or any other payments (whether or not legal) to such persons or
 their relatives to obtain or retain business or to receive favorable
 treatment with regard to business;                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.10.3                                                                                                                                                                                                                                                                                                                                           | any
 contributions, whether or not legal, made to any political party, political
 candidate or holder of governmental office;                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.10.4                                                                                                                                                                                                                                                                                                                                           | opening,
 continuing, maintaining or depositing or withdrawing funds from any bank
 accounts, funds or pools of funds created or maintained without being
 accurately recorded or identified in the books and records of the Company or
 the Subsidiary, or as to which the receipts and disbursements from these
 accounts have not been accurately recorded or identified in such books and
 records;
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.10.5                                                                                                                                                                                                                                                                                                                                           | the receipt
 or disbursement of payments or contributions, the actual nature of which has
 been disguised, hidden or otherwise not fully documented in the books and
 records of the Company or the Subsidiary;                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.10.6                                                                                                                                                                                                                                                                                                                                           | the payment
 of any fees consultants or commercial agents that exceeded the reasonable
 value of the services purported to have been rendered; or                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |      | 8.10.7                                                                                                                                                                                                                                                                                                                                           | the payment
 or reimbursement made to personnel for the purposes of enabling them to do
 anything referred to in clauses 8.10.1 through 8.10.6 of this Schedule.                                                                                                                                                                                                                                       

52

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|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                       | As used in
 clauses 8.10.1 through 8.10.7 of this Schedule, the terms payments and
 contributions and similar words include cash, hard goods, services, use of
 property and anything else of value; and the acts described include acts done
 through intermediaries, such as payments to sales agents or representatives
 that are passed on in whole or in part to purchasers, or compensation or
 reimbursement to persons in consideration for their acts.                                     
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | Compliance with statutes and licences
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.1                                   | Except with
 respect to the Companys Intellectual Property Rights (which are covered by
 clause 12), each of the Company and the Subsidiary has obtained all material
 licences, consents, approvals, permissions, permits, test and other
 certificates, and authorities (public or private), necessary for the carrying
 on of its business in the places and in the manner in which such business is
 now carried on.                                                                               
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.2                                   | All of the licences,
 consents, approvals, permissions, permits, certificates and authorities
 referred to in clause 9.1 of this Schedule are valid and subsisting, and, so
 far as the Vendors are aware, there are no facts or circumstances (including,
 without limitation, the Completion of the Transactions), which (with or
 without the giving of notice or lapse of time) would be likely to give rise
 to any reason why any of them should be suspended, cancelled, revoked or not
 renewed.
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.3                                   | The Company
 has established procedures under, and has complied with all material
 requirements from time to time in force under, the Health and Safety at Work
 etc Act 1974 and all regulations made under that Act.                                                                                                                                                                                                                                                                                  
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.4                                   | The Company
 has conducted, and is conducting, its business in accordance with all
 material applicable laws and regulations in the United Kingdom, and, so far
 as the Vendors are aware, the Company has not breached any material
 applicable law or regulation outside of the United Kingdom.                                                                                                                                                                                                       
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.5                                   | The Company
 has complied in all respects with the provisions of the Data Protection Act
 1998 and all regulations made under that Act, and has established procedures
 to ensure continued compliance with all such legislation.                                                                                                                                                                                                                                                                       
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.6                                   | The Company
 has not received any notice from the Data Protection Registrar, the
 Information Commissioner or a Data Subject, alleging non-compliance with the
 data protection principles or prohibiting the transfer of data, nor has any
 individual claimed, or will have the right to claim, compensation from the
 Company under the Data Protection Act 1998 for loss or unauthorised
 disclosure of data.                                                                                       
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.7                                   | The Company
 is not a public authority within the meaning of the Freedom of Information
 Act and has not been approached by any body which is a public authority as so
 defined, for the purpose of giving its consent to the disclosure by that
 authority of any information held by it relating to the Company, its business
 or affairs.                                                                                                                                                          
|   |                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 9.8                                   | No consumer
 credit agreement or consumer hire agreement made by the Company as creditor
 or owner, or in respect of which it is the supplier under a                                                                                                                                                                                                                                                                                                                                                   

53

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|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                  | debtor-creditor-supplier
 agreement or linked transaction, has been made in breach of the Consumer
 Credit Act 1974 or the regulations made under that Act.                                                                                                        
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10. | Trading position
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 10.1             | Except as
 described in the Disclosure Letter, since 31 January 2010:                                                                                                                                                                                              
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                  | 10.1.1                                                                                                                                                                                                                                                              | there has
 been no material adverse change in the position or prospects of the Company,
 or in the value or state of the assets, or amount or nature of the
 liabilities, of the Company as compared with the position disclosed in the
 Audited Accounts;                                                                                                                                                                                                      
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                  | 10.1.2                                                                                                                                                                                                                                                              | the Company
 has not disposed of any material assets, or assumed or incurred any
 outstanding capital commitment, or any material liabilities (whether actual
 or contingent), otherwise than in the ordinary course of carrying on its
 business (and, for this purpose, disposals of fixed assets, fixed and loose
 plant and machinery, fixtures and fittings, vehicles and office equipment, shall
 be deemed to be not in the ordinary course of business);
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                  | 10.1.3                                                                                                                                                                                                                                                              | the business
 of the Company has been carried on in the normal and usual course of business
 without material interruption.                                                                                                                                                                                                                                                                                                                                     
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 10.2             | The
 Companys business has not been materially and adversely affected by the loss
 of any important customer or source of supply.                                                                                                                                 
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 10.3             | The Company
 is entitled to carry on the business now carried on by it, and carried on by
 it during the three years prior to the date of this agreement, without any
 conflict with any valid right of any other person, firm or company.                         
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 10.4             | No
 substantial part of the business of the Company is carried on, or is required
 to be carried on, with the agreement or consent of a third party, nor is
 there any agreement which significantly restricts the field in which the
 Company carries on business.
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 10.5             | The Company
 has not committed or omitted to do any act or thing which could reasonably be
 expected to give rise to any fine or penalty, nor is the Company party to any
 agreement, practice or arrangement which, in whole or in part:                          
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                  | 10.5.1                                                                                                                                                                                                                                                              | contravenes
 the provisions of the Trade Descriptions Acts 1968 and 1972;                                                                                                                                                                                                                                                                                                                                                                                       
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                  | 10.5.2                                                                                                                                                                                                                                                              | would or
 might constitute a domestic or a Community infringement within the meaning of
 Part 8 of the Enterprise Act 2002;                                                                                                                                                                                                                                                                                                                                     
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                  | 10.5.3                                                                                                                                                                                                                                                              | contravenes
 any provisions of the EC Treaty, or any regulation or other enactment made
 under that Treaty; or                                                                                                                                                                                                                                                                                                                                                  
|    |                  |                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                  | 10.5.4                                                                                                                                                                                                                                                              | contravenes
 any other anti-trust anti-monopoly or anti-cartel legislation or regulations.                                                                                                                                                                                                                                                                                                                                                                      

54

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|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 10.6                       | So far as
 the Vendors are aware, the Company has not engaged in any course of conduct
 which is unlawful under the Competition Act 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 10.7                       | So far as
 the vendors are aware, no agreement, arrangement or other practice of the
 Company is, or has been, the subject of an investigation, report or decision
 by the Office of Fair Trading, the Monopolies and Mergers Commission,
 Competition Commission or the Commission of the European Communities or has
 been the subject of a judgement from the Competition Appeals Tribunal, nor
 has the Company received any process, notice, communication or request for
 information by, or on behalf of, the Office of Fair Trading, the Monopolies
 and Mergers Commission, the Competition Commission, the Secretary of State
 for Trade and Industry or the Commission of the European Communities,
 relating to any aspect of the business of the Company.
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. | Contracts and arrangements
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 11.1                       | Except as
 described in the Disclosure Letter, there is not now outstanding with respect
 to the Company or the Subsidiary, or to which the Company or the Subsidiary
 is a party:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                            | 11.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any
 long-term or onerous contract, or any contract not made in the ordinary
 course of business;                                                                                                                                                                                                                                                                                                                                                          
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                            | 11.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any joint
 venture, consortium or other partnership arrangement or agreement;                                                                                                                                                                                                                                                                                                                                                                              
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                            | 11.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any contract
 between the Company or the Subsidiary and any third party, which will, or
 may, in accordance with its terms, be terminated as a result of any Change of
 Control;                                                                                                                                                                                                                                                                           
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                            | 11.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any
 arrangement (contractual or otherwise) which constitutes or involves a
 material breach or violation of, or a material default with respect to, the
 requirements or conditions of any statute, treaty, regulation or bye-law or
 other obligation of the United Kingdom, or any foreign country in which the
 Company or the Subsidiary has done or is doing business, relating to the
 Company or the Subsidiary or the carrying on of its business;
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                            | 11.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any contract
 for services (other than contracts for the supply of electricity, gas, water,
 telecommunications or normal office services);                                                                                                                                                                                                                                                                                                                
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                            | 11.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any power of
 attorney, contract of agency or distributorship, or subsisting licence;                                                                                                                                                                                                                                                                                                                                                                      
|    |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                            | 11.1.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any
 guarantee, warranty, undertaking or contract for indemnity, or for
 suretyship, under which the Company or the Subsidiary is under a prospective
 or contingent liability (other than guarantees or warranties implied by law
 with respect to goods supplied, or services performed, by the Company or the
 Subsidiary in the ordinary course of business);                                                                                          

55

---



| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | 11.1.8                                                                                                                                                               | any contract
 entered into by the Company or the Subsidiary otherwise than by way of
 bargain at arms length (or on arms length terms) and in the ordinary course
 of its business;                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 11.1.9                                                                                                                                                               | any contract
 (of whatever nature) binding on the Company or the Subsidiary, which it
 cannot terminate, without any liability on its part, by giving three months
 notice or less;                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 11.1.10                                                                                                                                                              | any contract
 which cannot readily be fulfilled or performed by the Company or the
 Subsidiary in accordance with its terms, and without material expenditure, or
 without making a material loss;                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 11.1.11                                                                                                                                                              | any contract
 containing covenants limiting or excluding its right to do business or
 compete (or both) in any area, or any field, or with any person, firm or
 company; or                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 11.1.12                                                                                                                                                              | any
 agreement or arrangement which the Vendors or the Company know or believe to
 be invalid, or in respect of which there are grounds for its termination,
 rescission, avoidance or repudiation (whether by the Company, the Subsidiary
 or any other party).                                                                                                                                                                                                                               
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 11.2 | Except as
 disclosed in the Disclosure Letter:                                                                                                                      
| |      |                                                                                                                                                                     
| |      | 11.2.1                                                                                                                                                               | the
 contracts, licenses, leases, commitments, entitlements and engagements
 (collectively, the Contracts) identified in the Disclosure Letter are the
 only Contracts material to the Business; all of them have been authorised by
 the Company or the Subsidiary (as applicable); all are all in good standing
 and in full force and effect with no amendments; and all are valid and
 binding obligations of the parties thereto enforceable in accordance with
 their respective terms;
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 11.2.2                                                                                                                                                               | the Company
 or the Subsidiary, as applicable, has complied with all material terms of the
 Contracts, has paid all amounts due thereunder, and has not waived any rights
 thereunder, and no default or breach exists in respect thereof on the part of
 any of the parties thereto and no event has occurred which, after the giving
 of notice or the lapse of time or both, would constitute such a default or
 breach; and                                                                
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 11.2.3                                                                                                                                                               | all amounts
 payable to the Company or the Subsidiary, as applicable, under the Contracts
 are still due and owing to it without any right of set-off (other than any
 set-off right which exists at law) or counterclaim.                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 11.3 | The Vendors
 have not received notice that, since 31 January 2010, or after Completion, or
 as a result of the proposed acquisition of the Company by the Purchaser:
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 11.3.1                                                                                                                                                               | any supplier
 of the Company or the Subsidiary has ceased, or will cease, supplying the
 Company or the Subsidiary, or may substantially reduce its supplies to the
 Company or the Subsidiary; or                                                                                                                                                                                                                                                                                             

56

---



|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                              | 11.3.2                                                                                                                                                                                                                                                                                                                                                                         | any customer
 of the Company or the Subsidiary has terminated, or will terminate, any contract
 with the Company or the Subsidiary, or cease, or materially reduce, its
 business with it.                                                                                                                                                                                                                                      
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 11.4                         | So far as
 the Vendors are aware, there do not exist any special facts or circumstances
 which might lead to a restriction, impediment or cessation of the manufacture
 or distribution of any products presently manufactured or distributed, or
 planned to be manufactured or distributed, by the Company or the Subsidiary.                                               
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 11.5                         | Except as
 described in the Disclosure Letter, no offer, tender or the like, given or
 made by the Company or the Subsidiary on or before the date of this agreement
 and still outstanding, is capable of giving rise to a contract.                                                                                                                                         
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12. | Intellectual property rights
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 12.1                         | Except as
 described in the Disclosure Letter, the Intellectual Property Rights used or
 required by the Company or the Subsidiary are legally and beneficially owned
 by, or otherwise licensed to, the Company or the Subsidiary, as applicable.
 Where any Intellectual Property Rights are owned by the Company or the
 Subsidiary, they are owned free from Incumbrances.
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 12.2                         | The
 Disclosure Letter lists complete and accurate particulars of:                                                                                                                                                                                                                                                                                                            
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                              | 12.2.1                                                                                                                                                                                                                                                                                                                                                                         | the
 Registered IPR owned by the Company or the Subsidiary as of the date of this
 agreement;                                                                                                                                                                                                                                                                                                                                   
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                              | 12.2.2                                                                                                                                                                                                                                                                                                                                                                         | material
 unregistered Intellectual Property Rights owned, used or held for use by the
 Company or the Subsidiary; and                                                                                                                                                                                                                                                                                                          
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                              | 12.2.3                                                                                                                                                                                                                                                                                                                                                                         | all Company
 Software and all material Third Party Software, including a name, product
 description, version level, language in which it is written (only for Company
 Software), and manner in which the Company Software or material Third Party
 Software is used by the Company or the Subsidiary, including whether it is
 used internally by the Company or the Subsidiary or in conjunction with the
 Companys products.
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 12.3                         | So far as
 the Vendors are aware:                                                                                                                                                                                                                                                                                                                                             
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                              | 12.3.1                                                                                                                                                                                                                                                                                                                                                                         | none of the
 Intellectual Property Rights owned by the Company or the Subsidiary are used
 by any other person or entity other than under a licence from the Company or
 are otherwise subject to any claim, opposition or other proceeding that
 challenges the use, validity, enforceability or ownership of the Intellectual
 Property Rights by any other person or entity; and                                             
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                              | 12.3.2                                                                                                                                                                                                                                                                                                                                                                         | the use by
 the Company or the Subsidiary of such Intellectual Property Rights (or any
 part of them) does not infringe the Intellectual Property Rights owned, or
 enjoyed, by any third party.                                                                                                                                                                                                                                
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 12.4                         | Except as
 described in the Disclosure Letter, the Company has not received notice that
 the Intellectual Property Rights owned or used by the Company or                                                                                                                                                                                                                     

57

---



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | the
 Subsidiary is the subject of any pending or outstanding claim, opposition,
 attack, assertion or other arrangement of whatever nature, brought, made or
 issued against the Company, which impinges their use or their validity,
 enforceability or ownership by the Company or the Subsidiary of such
 Intellectual Property Rights, and, so far as the Vendors are aware, there are
 no grounds or other circumstances which may give rise to the same.         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.5  | Valid third
 party licences have been obtained to the extent necessary to enable the
 Company to utilise the Intellectual Property Rights described in the
 Disclosure Letter in respect of the Companys activities and products.                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.6  | So far as
 the Vendors are aware, neither the Company nor the Subsidiary is using any
 process which gives rise to a liability to pay compensation under Section 40
 of the Patents Act 1977.                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.7  | Save for
 licences granted by the Company to its customers in the ordinary course of
 business, no licences, or registered user or other rights, have been granted,
 or agreed to be granted, to any third party by the Company in respect of the
 Intellectual Property Rights owned or used by the Company or the Subsidiary.                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.8  | So far as
 the Vendors are aware, no disclosure has been made to any person other than
 the Purchaser or ISS of any of the industrial know-how, or the financial or
 trade secrets of the Company or the Subsidiary, except properly and in the ordinary
 course of business, and on the footing that such disclosure is to be treated
 as being of a confidential nature.                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.9  | So far as
 the Vendors are aware, no act has been done, or has been omitted to be done,
 to entitle any authority or person to cancel, forfeit or modify any
 Intellectual Property Rights owned or used by the Company or the Subsidiary.                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.10 | Neither the
 Company nor the Subsidiary carries on business under any name other than the
 name under which it has been incorporated.                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.11 | The Company
 has complied in all material respects with the requirements of the Companies
 Acts with regard to company names and business names, and, so far as the
 Vendors are aware, such names do not infringe the rights of any third party.                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.12 | The Company
 and the Subsidiary do not require any material Intellectual Property Rights
 other than those set out in the Disclosure Letter in order to carry on their
 respective activities, as such activities are carried on as at the Completion
 Date.                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 12.13 | All
 application and renewal fees payable by the Company and other steps required
 for the maintenance of the Intellectual Property Rights described in the
 Disclosure Letter have been taken. All application and renewal fees payable
 by the Company in respect of the Registered IPR prior to the date of this
 agreement have been paid on time. No such application or renewal of the
 Registered IPR shall become due for payment within 30 days of Completion.

58

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|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|--- | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 12.14     | So far as
 the Vendors are aware, there has been no infringement by any third party of
 any of the Intellectual Property Rights owned by the Company or the
 Subsidiary and set out in the Disclosure Letter nor any third party breach of
 confidence in relation to the business or assets of the Company or the
 Subsidiary, and so far as the Vendors are aware, no such infringement, breach
 of confidence or actionable act of unfair competition is current or
 anticipated.                                                       
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    | 12.15     | The
 agreements and licences relating to Intellectual Property Rights described in
 the Disclosure Letter:                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 12.15.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | so far as
 the Vendors are aware, 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
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 12.15.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | have, where
 required by any applicable law, been duly recorded or registered.                                                                                                                        
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    | 12.16     | Except as
 described in the Disclosure Letter, and so far as the Vendors are aware, the
 activities of the Company and the Subsidiary:                                                                                                                                                                                                                                                                                                                                                                                                     
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 12.16.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | have not
 infringed the Intellectual Property Rights of any third party;                                                                                                                              
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 12.16.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | have not
 constituted any breach of confidence, passing off or actionable act of unfair
 competition by the Company; and                                                                              
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 12.16.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | have not
 given rise to any obligation to pay any royalty, fee, compensation or any
 other sum whatsoever.                                                                                            
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|13. | Employees
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    | 13.1      | The
 Disclosure Letter describes all individuals employed by the Company or the
 Subsidiary as of the Completion Date and the full and accurate particulars of
 the names and addresses, dates of birth, dates of commencement of employment
 or appointment to office, salaries, key terms and conditions of employment,
 the country in which the individual is employed, and the relevant local law
 expressly governing the contract of employment, of all of the employees and
 officers of the Company and the Subsidiary, including:
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 13.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | all
 remuneration payable (including accrued holiday pay);                                                                                                                                            
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 13.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | participation
 in benefit schemes (such as medical expenses, permanent health insurance,
 pension, company car etc);                                                                                  
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 13.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any profit
 sharing, commission, incentive or discretionary bonus arrangements to which
 the Company is a party; and                                                                                  
|    |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|    |           | 13.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | all other
 benefits which the Company is legally bound to provide (whether now or in the
 future) to each officer and employee of the Company.                                                        

59

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 13.2 | The
 Disclosure Letter lists all individuals who are providing services to the
 Company or the Subsidiary under an agreement which is not a contract of
 employment with the Company or the Subsidiary as of the Completion Date
 (including, in particular, where the individual acts as a consultant or is on
 secondment) and the particulars of the key terms on which the individual
 provides services, including:
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.2.1                                                                                                                                                                                                                                                                                                                                                                                                                   | the
 individuals name;                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.2.2                                                                                                                                                                                                                                                                                                                                                                                                                   | the country
 in which the individual provides services;                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.2.3                                                                                                                                                                                                                                                                                                                                                                                                                   | where
 determined, the law governing the agreement;                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.2.4                                                                                                                                                                                                                                                                                                                                                                                                                   | the
 remuneration of the individual (including any benefits provided);                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.2.5                                                                                                                                                                                                                                                                                                                                                                                                                   | the length
 of notice necessary to terminate the agreement; and                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.2.6                                                                                                                                                                                                                                                                                                                                                                                                                   | the term of the
 agreement.                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| | 13.3 | There are
 not now outstanding:                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.3.1                                                                                                                                                                                                                                                                                                                                                                                                                   | any service
 agreement or contract between the Company and any of its directors, officers,
 executives or employees which the Company cannot terminate by giving 12
 weeks notice or less without giving rise to any claim for damages or
 compensation (other than a statutory redundancy payment or compensation for
 unfair dismissal or discrimination);
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.3.2                                                                                                                                                                                                                                                                                                                                                                                                                   | any
 recognition or other agreement or arrangement (whether or not legally
 binding) between the Company and any trade union, or other body representing
 its employees; or                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.3.3                                                                                                                                                                                                                                                                                                                                                                                                                   | any
 liabilities of the Company for industrial training levy or for any other
 statutory or governmental levy or charge.                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| | 13.4 | The Vendors
 are not aware of any outstanding claim against the Company or the Subsidiary
 by any person who is now, or has been, an officer or employee of the Company
 or the Subsidiary and:                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.4.1                                                                                                                                                                                                                                                                                                                                                                                                                   | no disputes
 have arisen between the Company or the Subsidiary and any material number or
 category of employees during the preceding three years; or                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| |      | 13.4.2                                                                                                                                                                                                                                                                                                                                                                                                                   | so far as the
 Vendors are aware, there are no present circumstances which are reasonably
 likely to give rise to any such dispute.                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                              
| | 13.5 | The Company
 has at all times complied in all material respects with the Employment Rights
 Act 1996 (as amended) in respect of all its employees; is not under any
 present, future or contingent liability to pay compensation for loss of
 office or employment to any ex-officer or ex-employee; and is not due to make
 any payments under the Employment Rights Act 1996.                                         

60

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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------
| | 13.6  | Except as
 described in the Disclosure Letter, since 31 January 2010, no material change
 has been made in respect of the rate of remuneration, or the endowment or
 pension benefits, of any director or employee, or the terms of employment of
 any officer or senior executive. So far as the Vendors are aware, no
 negotiations for any increase in the remuneration or benefits of any officer
 or employee of the Company or the Subsidiary are current.     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | 13.7  | None of the
 following (nor any proposals in relation to them) are in existence or
 proposed:                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |       | 13.7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                | profit-sharing
 schemes;                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |       | 13.7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                | share option
 schemes;                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |       | 13.7.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                | phantom
 share option schemes;                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |       | 13.7.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                | profit-related
 pay schemes;                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |       | 13.7.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                | employee
 share incentive plans under the Finance Act 2000 or the Income Tax (Earnings
 and Pensions) Act 2003;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |       | 13.7.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                | employee
 benefit trusts.                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | 13.8  | There is no
 notice outstanding that terminates the contract of employment of any employee
 of the Company or the Subsidiary (whether given by the employer or employee).                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | 13.9  | No offer of
 a contract of employment has been made by the Company or by the Subsidiary to
 any individual which has not yet been accepted or which has been accepted but
 where the individuals employment has not yet started.                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | 13.10 | The
 acquisition of the Shares by the Purchaser or the compliance with the terms
 of this agreement will not, so far as the Vendors are aware, entitle any
 directors, officers or senior employees of the Company or the Subsidiary to
 terminate their employment.                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | 13.11 | Except as
 provided or allowed for in the Accounts, since 1 December 2006 and to the
 Completion Date, neither the Company nor the Subsidiary has incurred any
 liability in connection with any termination of employment of its employees
 (including redundancy payments), or for failure to comply with any order for
 the reinstatement or re-engagement of any employee.                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | 13.12 | Except as
 provided or allowed for in the Accounts, since 1 December 2006 and to the
 Completion Date, neither the Company nor the Subsidiary has made or agreed to
 make a payment, or provided or agreed to provide a benefit to a present or
 former director, other officer or employee, or to the dependants of any of
 those people, in connection with the actual or proposed termination or
 suspension of employment or variation of an employment contract.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| | 13.13 | So far as
 the Vendors are aware, the Company and the Subsidiary have maintained in all
 material respects current, adequate and suitable records regarding the
 service of each of their employees.                                                                                                                                                                                                                                                                 

61

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|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------
|    | 13.14                                                                                                                                                                                                                         | So far as
 the Vendors are aware, insofar as they apply to their employees, the Company
 and the Subsidiary have complied in all material respects with any:                                                                                                                                                  
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    |                                                                                                                                                                                                                               | 13.14.1                                                                                                                                                                                                                                                                                                        | legal
 obligations;                                                                                              
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    |                                                                                                                                                                                                                               | 13.14.2                                                                                                                                                                                                                                                                                                        | legally
 binding codes of conduct or practice; and                                                               
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    |                                                                                                                                                                                                                               | 13.14.3                                                                                                                                                                                                                                                                                                        | collective
 agreements.                                                                                          
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 13.15                                                                                                                                                                                                                         | Neither the
 Company nor the Subsidiary is involved in any material industrial or trade
 dispute or negotiation regarding a claim with any trade union or other group
 or organisation representing employees and, so far as the Vendors are aware,
 no such dispute or negotiation is threatened or expected.
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 13.16                                                                                                                                                                                                                         | There are no
 collective bargaining or procedural or other agreements or arrangements with
 any trade union, group or organisation representing employees that relate to
 any employees of the Company or the Subsidiary.                                                                                     
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|14. | Pensions                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | The Company
 operates a basic stakeholder pension scheme to which no contributions have
 been made. Each of the Vendors has a private pension plan to which the
 Company has made contributions prior to the Completion Date.
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|15. | The Properties                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 15.1                                                                                                                                                                                                                          | The
 Properties comprise all the freehold and leasehold properties owned by the
 Company or the Subsidiary, or used or occupied by it under licence, or in
 which the Company or the Subsidiary has any other interest.                                                                                       
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 15.2                                                                                                                                                                                                                          | The Company
 has a good and marketable title to, and has vacant possession of, each of the
 Properties.                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 15.3                                                                                                                                                                                                                          | The Company
 or the Subsidiary, as applicable, is the legal and beneficial owner of each
 of the Properties.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 15.4                                                                                                                                                                                                                          | The Company
 has in its possession and control and has disclosed:                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    |                                                                                                                                                                                                                               | 15.4.1                                                                                                                                                                                                                                                                                                         | copies of
 all the title deeds and documents necessary to prove good and marketable
 title to the Properties; and
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    |                                                                                                                                                                                                                               | 15.4.2                                                                                                                                                                                                                                                                                                         | evidence of
 the current annual rent payable under the leases of the Properties.                                 
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 15.5                                                                                                                                                                                                                          | The
 information contained in Schedule 4 as to the tenure of each of the Properties
 is true and accurate in all respects.                                                                                                                                                                                    
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 15.6                                                                                                                                                                                                                          | Each of the
 Properties and their title deeds is free from any mortgage, charge,
 rentcharge, lien, or other right in the nature of security.                                                                                                                                                                 
|    |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                |                                                                                                                  
|    | 15.7                                                                                                                                                                                                                          | There is no
 option or agreement for sale, mortgage, charge (whether specific or
 floating), lien, lease, agreement for lease, condition, restrictive covenant
 or                                                                                                                                            

62

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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | any other
 Incumbrance in respect of the Properties, or any part of them (except as set
 out in Schedule 4), and the Properties are not subject to the payment of any
 outgoings (except the usual rents, insurance premiums, service charges,
 rates, utility, water, sewerage charges and taxes), nor are there any persons
 in unlawful possession or occupation of, or who have or claim any rights or
 easements of any kind in respect of, the Properties, or any part of them,
 adverse to the estate, interest, right or title of the Company.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| | 15.8  | So far as
 the Vendors are aware, there are not in respect of the Properties or any part
 of them:                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| |       | 15.8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any
 outstanding notices or orders issued by, or agreement with, any local or
 other authority;                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| |       | 15.8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any
 proceedings in respect of any infringement of the building bye-laws, or any
 monetary claim or liability (contingent or otherwise), under Town and Country
 Planning legislation or regulations, or otherwise;                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| |       | 15.8.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | no notice of
 enforcement or stop notice under the Town and Country Planning legislation or
 relevant regulations has been received by the Company; or                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| |       | 15.8.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | no order or
 resolution for the compulsory acquisition of the Properties, or any part of
 them, by any authority, nor any notice for closing, demolition, clearance or
 requisition of the Properties, has been received by the Company;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| |       | and the
 Vendors are not aware of circumstances which might result in any such order,
 notice or proceedings being made or served.                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| | 15.9  | The Company
 in whom title is vested has not received notice of any alleged breach of any
 covenants, conditions, agreements, statutory requirements, orders and
 regulations affecting the Properties, and requiring observance or performance
 by it.                                                                                                                                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| | 15.10 | In respect
 of all buildings comprised in the Properties, to which any enactment,
 regulation or order relating to protection against, or means of escape from,
 fire applies, so far as the Vendors are aware:                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| |       | 15.10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | all
 requirements of that enactment, regulation or order, and of any notice or
 order, have been complied with to the satisfaction of the district surveyor
 and other appropriate officer; and                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| |       | 15.10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | no order
 prohibiting the occupation of a building (or part of it) has been received by
 the Company under such enactment, regulation or order.                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                         
| | 15.11 | Except as
 described in the Disclosure Letter, since 31 January 2010, the Company has
 not acquired or disposed of any land or buildings, or any estate, interest,
 right or title in any land or buildings.                                                                                                                                                                                                                                                                                                                                          

63

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|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 15.12    | So far as
 the Vendors are aware, the Company has not received any notice of its breach
 or alleged breach of the Factories Act 1961, the Public Health Acts 1875 to
 1961, the Offices Shops and Railway Premises Act 1963, the Control of
 Pollution Act 1974, the Health and Safety at Work etc Act 1974, and the Clean
 Air Act 1993.
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 15.13    | The Company
 has not at any time assigned, or otherwise disposed of, any leasehold
 property of which it was first or subsequent lessee.                                                                                                                                                                                                 
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 15.14    | All capital
 allowances, rating reliefs and other benefits received by the Company in
 respect of the Properties were granted pursuant to a proper and valid claim,
 and leave no scope for demand for recovery from the Company.                                                                                                        
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|16. | Taxation
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 16.1     | General                                                                                                                                                                                                                                                                                                                                  
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |          | 16.1.1                                                                                                                                                                                                                                                                                                                                    | All returns,
 computations and payments, which should be, or should have been, made by the
 Company for any tax purpose, have been prepared on a proper basis and
 submitted within the prescribed time limits, and are up to date and correct.                                                                                                                                                                                                                                                       
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |          | 16.1.2                                                                                                                                                                                                                                                                                                                                    | None of the
 returns, computations and payments referred to in clause 16.1.1 is now, or so
 far as the Vendors are aware is recently likely to be, the subject of any
 dispute with HM Revenue and Customs or will give rise to any disallowance of
 relief, allowance, deduction or credit, or any assessment (including any
 claim by HM Revenue and Customs for any penalty, interest, surcharge or
 fine).                                                                                        
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |          | 16.1.3                                                                                                                                                                                                                                                                                                                                    | All rents,
 interest, annual payments and other sums of an income nature, paid during, or
 in respect of, the three years ended on 31 January 2010, or payable by the
 Company, or which the Company is under an obligation to pay in the future,
 are wholly allowable as deductions or charges in computing profits for the
 purposes of corporation tax.                                                                                                                                           
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |          | 16.1.4                                                                                                                                                                                                                                                                                                                                    | The Company
 has not, during the three years ended on 31 January 2010, made any payment
 to, or provided any benefit for, any officer or employee, which is not
 allowable as a deduction in calculating the profits of the Company for
 Taxation purposes in the accounting period in which it was paid.                                                                                                                                                                                             
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |          | 16.1.5                                                                                                                                                                                                                                                                                                                                    | Since 31
 January 2010, the Company has not been involved in any transaction which has
 given, or may give, rise to a liability to Taxation on the Company (or would
 have given, or might give, rise to such a liability but for the availability
 of any relief, allowance, deduction or credit), other than corporation tax on
 normal trading income of the Company (as opposed to chargeable gains or
 deemed income) arising from transactions entered into in the ordinary course
 of business.
|    |          |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 16.2     | PAYE and
 other withholding tax                                                                                                                                                                                                                                                                                                          

64

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| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ---- | ------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | 16.2.1                    | All income
 tax under the PAYE system, and payments due in respect of employees national
 insurance contributions, have been deducted from all payments made, or
 treated as made, by the Company, and duly paid by the Company to HM Revenue
 and Customs (together with any employers contribution) in the appropriate
 manner; and the Company has complied with all its reporting obligations in
 connection with the benefits provided for employees and directors of the
 Company.
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 16.3 | Groups                   
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | 16.3.1                    | The
 Disclosure Letter contains particulars of all arrangements and agreements
 relating to group relief (as defined by the Income and Corporation Taxes Act
 1988 Section 402) (Group Relief) to which the Company is, or has been, a
 party, or becomes a party before Completion.                                                                                                                                                                                                    
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 16.4 | Close
 company provisions
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | 16.4.1                    | The Company
 is not, and never has been, a close investment-holding company as defined in
 the Income and Corporation Taxes Act 1988 Section 13A.                                                                                                                                                                                                                                                                                                                                         
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | 16.4.2                    | The Company
 has never made any loan or advance within the Income and Corporation Taxes
 Act 1988 Section 419 nor has it released or written off, or agreed to release
 or write off, the whole or any part of any such loan or advance.                                                                                                                                                                                                                                                  
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | 16.4.3                    | The Company
 does not have any interest (whether direct or indirect) in any company, on
 the disposal of the assets of which a liability could arise under the
 Taxation of Chargeable Gains Act 1992 Section 13 (non-resident company which
 would be close if resident).                                                                                                                                                                                                                
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 16.5 | Capital
 gains tax       
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | 16.5.1                    | If each of
 the capital assets of the Company were disposed of for a consideration equal
 to the book value of that asset in, or adopted for the purpose of, the
 Audited Accounts, no liability to corporation tax on chargeable gains would
 arise by reason of any such disposal.                                                                                                                                                                                                      
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 16.6 | Capital
 allowances      
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | 16.6.1                    | The book
 value of each of the assets of the Company in, or adopted for the purpose of,
 the Audited Accounts, does not exceed the written down value of such asset
 for the purposes of the CAA 2001.                                                                                                                                                                                                                                                                                    
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 16.7 | VAT                      
| |      |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | 16.7.1                    | For the
 purposes of this paragraph, the VAT legislation means the Value Added Tax
 Act 1994 and all regulations made or imposed under it, and any other statutes
 or other provisions relating to VAT.                                                                                                                                                                                                                                                                                 

65

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| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | ----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | 16.7.2                              | The Company
 is registered as a taxable person for the purposes of the VAT legislation.                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.7.3                              | The Company
 has complied in all respects with the VAT legislation and has made and
 maintained full, complete, correct and up-to-date records, invoices and other
 documents appropriate, or requisite, for the purposes of such legislation.                                                                                                                                                                                                                 
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.7.4                              | The Company
 is not in arrears with any payment or returns due under the VAT legislation
 and has not, in the past three years, been in default in respect of any
 prescribed accounting period, as the terms default and prescribed
 accounting period are used in the Value Added Tax Act 1994 Section 59(1)
 (the default surcharge), nor has it received any surcharge liability notice
 within the Value Added Tax Act 1994 Section 59(2).            
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.7.5                              | The Company
 is not treated as a member of a group of companies for VAT purposes.                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.7.6                              | The Company
 has not been partially exempt for any VAT accounting period at any time in
 the five years before Completion and will not, in respect of supplies
 invoiced to it prior to Completion be denied credit for any input tax.                                                                                                                                                                                                                         
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.7.7                              | Neither the
 Company, nor any company of which the Company is a relevant associate within
 the meaning of the Value Added Tax Act 1994 Schedule 10 Paragraph 3(7)
 (election to waive exemption), has elected to waive exemption under Paragraph
 2 of that Schedule in relation to any land.                                                                                                                                                                  
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.7.8                              | The Company
 owns no assets which are treated as capital items and, in relation to which, the
 input tax may be subject to adjustment in accordance with the VAT capital
 goods scheme.                                                                                                                                                                                                                                                                        
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 16.8 | Stamp duty
 and stamp duty land tax
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.8.1                              | All
 documents in the possession, or under the control, of the Company, to which
 it has been a party and are required to establish title to an asset and which
 attract stamp duty, or stamp duty reserve tax, have been properly stamped. No
 documents are presently subject to adjudication of claims for exemption or
 relief, and there are no circumstances which may result in the Company
 becoming liable for any interest or penalties.             
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | 16.8.2                              | So far as
 the Vendor is aware there is no stamp duty land tax outstanding from the
 Company in relation to any transactions entered into by it in relation to the
 Properties on or before the date of this agreement, and no notice of any
 dispute in relation to the stamp duty land tax to be paid in relation to any
 such transactions has been received by the Company nor are the Vendors aware
 of any facts which might give rise to such a dispute.
| |      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 16.9 | Inheritance
 tax                   

66

---



|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|--- | ------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                    | 16.9.1                                                                                                                                                                                                                                                                                                                                                                                                 | The Company
 has made no transfer of value within the Inheritance Tax Act 1984 Section 94
 or 99.                                                                                                                                                                                                   
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    |                    | 16.9.2                                                                                                                                                                                                                                                                                                                                                                                                 | No person
 has the power under the Inheritance Tax Act 1984 Section 212 to raise any
 inheritance tax by the sale of, or charge over, any of the Companys assets.                                                                                                                                  
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    |                    | 16.9.3                                                                                                                                                                                                                                                                                                                                                                                                 | There is no
 unsatisfied liability to inheritance tax attached, or attributable, to the
 assets of the Company or the shares of the Company, and neither the assets,
 nor the Shares, are subject to any HM Revenue and Customs charge as is
 mentioned in the Inheritance Tax Act 1984 Section 237.
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|17. | Vendors interests
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 17.1               | No Vendor,
 Affiliate of a Vendor or person connected with any Vendor has any interest
 (direct or indirect) in any other company or business which competes with the
 Business.                                                                                                                                                                                                                      
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 17.2               | Except as
 described in the Disclosure Letter, no indebtedness (actual or contingent),
 contract or arrangement is outstanding between the Company and any Vendor or
 director of the Company, or any person connected with any Vendor or such
 director, or any company or business in which any Vendor or director or
 persons connected with them is or may be interested (directly or indirectly).
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 17.3               | No person is
 entitled to receive from the Company any finders fees, brokerage or other
 commission, in connection with the sale and purchase of the Shares under this
 agreement.                                                                                                                                                                                                                   
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 17.4               | Save in
 respect of remuneration and the receipt of expenses, there is not now
 outstanding, any contract or arrangement to which the Company is a party and
 in which any Vendor, or any director of the Company, is or has been
 interested (whether directly or indirectly).                                                                                                                       
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 17.5               | The Company
 and the Vendors are not party to any contract or arrangement which was not of
 an arms length nature, nor has such a contract or arrangement affected its
 profits or financial position during the past three years.                                                                                                                                                                   
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|18. | Good standing     
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 18.1               | No receiver,
 administrative receiver or administrator has been appointed, nor any notice
 given, petition presented, or order made, for the appointment of any such
 person over the whole, or any part, of the assets or undertaking of the
 Company, or any of the Vendors.                                                                                                                        
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 18.2               | No petition
 has been presented, no order has been made and no resolution has been passed,
 for the winding up of the Company, or for the appointment of a liquidator or
 provisional liquidator of the Company.                                                                                                                                                                                      
|    |                    |                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                     
|    | 18.3               | No voluntary
 arrangement has been proposed, or is in force, under the Insolvency Act 1986
 Section 1 in respect of the Company.                                                                                                                                                                                                                                                                      

67

---



|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|--- | ------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | 18.4                                  | The Company
 has not stopped payment, nor is it insolvent or unable to pay its debts as
 and when they fall due.                                                                                                                                                                                                                                     
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 18.5                                  | No
 unsatisfied judgement is outstanding against the Company.                                                                                                                                                                                                                                                                                        
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 18.6                                  | No distress,
 execution or other process has been levied in respect of the Company which
 remains undischarged, nor is there any unfulfilled or unsatisfied judgement
 or court order outstanding against the Company.                                                                                                                               
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 18.7                                  | The Company
 has not received notice that there are pending, or in existence, any
 investigations or inquiries by, or on behalf of, any governmental or other
 body, in respect of the affairs of the Company.                                                                                                                                       
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 18.8                                  | The Company
 has at all times carried on business, and conducted its affairs, in all
 respects in accordance with its memorandum and articles of association for
 the time being in force, and any other documents to which it is, or has been,
 a party.                                                                                            
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 18.9                                  | So far as
 the Vendors are aware, the Company is empowered and duly qualified to carry
 on business in all jurisdictions in which it now carries on business.                                                                                                                                                                                        
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|20. | The Subsidiary                       
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | The
 Subsidiary is a trading company.
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|21. | Miscellaneous                        
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 21.1                                  | Except as
 described in the Disclosure Letter, the Company does not carry on or have a
 place of business at any branch or other location (whether in the United
 Kingdom or elsewhere) other than at, and from, the Properties.                                                                                                                     
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 21.2                                  | All title
 deeds and agreements to which the Company is a party, and any other documents
 in the enforcement of which the Company is interested, have been duly
 stamped, and all such deeds and documents owned by, or which ought to be in
 the possession of, the Company are in the possession of the Company.                                   
|    |                                       |                                                                                                                                                                                                                                                                                                                                                       | 
|    | 21.3                                  | Since 31 May
 2010, there has not occurred any material adverse change in the business,
 operations, assets or financial or trading position of the Company or the
 Subsidiary or, so far as the Vendors are aware, any event or circumstance
 specifically affecting the Company or the Subsidiary that may result in such
 material adverse change.

(The remainder of this page was left blank intentionally.)

68

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Schedule 7
Limitation of Vendors Liability

|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | SCOPE                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   | Save as otherwise expressly provided in this Schedule, the provisions
 of this Schedule shall operate to limit the liability of the Vendors in
 respect of any claim under this agreement and references in this Schedule to
 claim and claims shall be construed accordingly.
|   |                                                                                                                                                                                                                                                                                   
|2. | LIMITATIONS OF QUANTUM                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   | 2.1                                                                                                                                                                                                                                                                                | The maximum
 aggregate liability of the Vendors in respect of all and any claims (other
 than a Tax Claim) shall not exceed the amount of the Purchase Price actually
 received by the Vendors at the time the relevant claim or claims are made.                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   | 2.2                                                                                                                                                                                                                                                                                | The maximum
 aggregate liability of each Vendor in respect of all and any claims and any
 other claims of any nature under the terms of this agreement (other than a
 Tax Claim) shall not exceed the amount of the Purchase Price actually
 received by that Vendor at the time the relevant claim or claims are made,
 together with the amount of the Vendors Loan.                    
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   | 2.3                                                                                                                                                                                                                                                                                | No liability
 shall attach to the Vendors in respect of any claim (other than a Tax Claim):                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                    | 2.3.1                                                                                                                                                                                                                                                                                                                                                                                       | unless the
 Loss sustained which is the subject matter of the claim shall exceed
 £2,500.00; and                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                    | 2.3.2                                                                                                                                                                                                                                                                                                                                                                                       | unless and
 until the aggregate amount of all claims for which they would, in the absence
 of this clause 2.3.2, be liable shall exceed £100,000.00 and in such event
 Vendors shall be liable for the whole of such amount and not merely the
 excess over £100,000.00.
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|3. | TIME LIMITS                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   | 3.1                                                                                                                                                                                                                                                                                | The Vendors
 shall be under no liability in respect of any claim (other than a Tax Claim)
 unless notice of such claim giving reasonable details of the relevant facts,
 matters or circumstances giving rise to the claim (including an estimate of
 the amount of such claim) shall have been served upon the Vendors by the
 Purchaser:                                                 
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                    | 3.1.1                                                                                                                                                                                                                                                                                                                                                                                       | in the case
 of any claim the subject matter of which relates to Taxation, on the seventh
 anniversary of Completion; and                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                    | 3.1.2                                                                                                                                                                                                                                                                                                                                                                                       | in respect
 of any other claim, by no later than the second anniversary of Completion.                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                         
|   | 3.2                                                                                                                                                                                                                                                                                | Any claim
 notified in accordance with clause 3.1 of this Schedule and not satisfied,
 settled or withdrawn shall be unenforceable against the Vendors on the expiry
 of the period of 12 months starting on the date of notification of the claim
 unless proceedings in respect of such claim have been issued and served on
 the Vendors in accordance with the terms of this agreement.

69

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|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.                                                                                                                                                                                                                                                                                                                               | DISCLOSURE AGAINST WARRANTIES                                                                                                 
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|The
 Purchaser shall not be entitled to make any claim under the Warranties in
 respect of any facts, matters or circumstances if such facts, matters or
 circumstances have been fairly and accurately disclosed in the Disclosure
 Letter (with sufficient details to identify the nature and scope of the
 matter disclosed).
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|5.                                                                                                                                                                                                                                                                                                                               | GENERAL                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | The Vendors
 shall not be liable in respect of any claim (other than a Tax Claim) (or any
 increase in the amount of a claim):
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | 5.1                                                                                                                            | if and to
 the extent that such claim arises from any act, omission, transaction or arrangement
 after Completion by the Company, the Subsidiary, the Purchaser, ISS, or any
 Affiliate of the Purchaser or ISS or any of their directors, officers,
 employees or agents;                                                                                 
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | 5.2                                                                                                                            | if and to
 the extent that the claim arises from any act, omission, transaction or
 arrangement authorised by or carried out at the express direction of the
 Purchaser, ISS, or any Affiliate of the Purchaser or ISS or any of their
 directors, officers, employees or agents;                                                                          
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | 5.3                                                                                                                            | if the
 subject of the claim is specifically provided for in the Accounts or has been
 included in calculating creditors or deducted in calculating debtors in the
 Accounts and (in the case of creditors or debtors) is identified in the
 records of the Company and/or the Subsidiary;                                                                 
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | 5.4                                                                                                                            | as a result
 of an act or omission required by applicable law;                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | 5.5                                                                                                                            | to the
 extent that the Purchaser ISS, or any Affiliate of the Purchaser or ISS has
 recovered under an indemnity against any Loss arising out of such breach or
 claim under the terms of any insurance policy; and                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | 5.6                                                                                                                            | to the
 extent that such claim would not have arisen but for any change in the
 accounting practices or policies of the Company or the Subsidiary introduced
 or having effect after Completion.                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|6.                                                                                                                                                                                                                                                                                                                               | CONDUCT OF CLAIMS                                                                                                             
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 | 6.1                                                                                                                            | If the
 Purchaser becomes aware that any claim (other than a Tax Claim) has been made
 against the Company or the Subsidiary by a third party after Completion which
 is likely to result in the Purchaser being entitled to make a claim against
 the Vendors, the Purchaser shall, and shall procure that any relevant
 Affiliate of the Purchaser shall:
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                | 6.1.1                                                                                                                                                                                                                                                                                                                                                       | give notice
 of such claim to the Vendors as soon as reasonably practicable;                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                | 6.1.2                                                                                                                                                                                                                                                                                                                                                       | not make any
 admission of liability, agreement or compromise with any person, body or
 authority in relation thereto without the prior written agreement of the
 Vendors (not to be unreasonably withheld or delayed);

70

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 6.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | subject to
 the Vendors becoming parties to any confidentiality agreement as reasonably
 requested by the Purchaser, give the Vendors and their professional advisers
 reasonable access to the premises and personnel of the Purchaser, the Company
 and the Subsidiary and to any relevant chattels, documents and records within
 the power, permissions or control of the Purchaser, the Company and the
 Subsidiary to enable the Vendors and their professional advisers to examine
 such chattels, accounts, documents and records and take copies or photocopies
 of them at their own expense;                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | 6.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | take such
 action as the Vendors shall reasonably request to avoid, dispute, resist,
 compromise, defend or mitigate any such claim (other than any claim the
 defence of which would be likely to materially adversely affect the goodwill
 of the business of the relevant Affiliate of the Purchaser or any claim which
 seeks or in respect of which there has been granted injunctive relief),
 subject to the relevant Affiliate of the Purchaser being entitled to employ
 its own legal advisers and provided that the Vendors shall indemnify and hold
 harmless all Affiliates of the Purchaser against all Losses incurred by any
 of them arising from any action taken by any Affiliate of the Purchaser at
 the request of the Vendors pursuant to this paragraph; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | 6.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | consult as
 is reasonably practicable with the Vendors as regards the conduct of any
 proceedings arising out of such claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 6.2 | Notwithstanding
 the preceding provisions of this Schedule, if at any time any of the Vendors
 pays to the Purchaser an amount in respect of any claim (other than a Tax
 Claim) and the Purchaser, the Company and/or any Affiliate of the Purchaser
 subsequently becomes entitled to recover from any third party any sum in
 respect of the facts, matters or circumstances giving rise to the claim, then
 the Purchaser shall or shall procure that the Company and/or any Affiliate of
 the Purchaser shall take all commercially reasonable steps to enforce such
 recovery. If the Purchaser, the Company and/or any Affiliate of the Purchaser
 shall at any time recover any sum from a third party which is referable to
 the facts, matters or circumstances giving rise to any claim in respect of
 which any of the Vendors have paid any sum to the Purchaser, then:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | 6.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | if the
 amount paid by the Vendors in respect of the claim is more than the Sum
 Recovered, the Purchaser shall immediately pay to the Vendors the Sum
 Recovered; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | 6.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | if the
 amount paid by the Vendors in respect of the claim is less than or equal to
 the Sum Recovered, the Purchaser shall immediately pay to the Vendors an
 amount equal to the amount paid by the Vendors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | For the
 purpose of this clause, Sum Recovered means an amount equal to the total of
 the amount recovered from the relevant third party plus any repayment, supplement
 or interest in respect of the amount recovered from the person under Section
 825 or 826 of ICTA less any tax computed by                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

71

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| |  |                                                                                                                                                                                                                                                                         
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | reference to
 the amount recovered from the person payable by the Purchaser or the Vendors
 in recovering the amount from the third party or reasonable costs payable by
 the Purchaser, the Company and/or any Affiliate of the Purchaser in making
 any such recovery.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.  | CHANGE IN LEGISLATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | No liability
 shall attach to any of the Vendors in respect of any claim (other than a Tax
 Claim) to the extent that such claim would not have arisen (or the amount of
 the claim would not have been increased) but for the passing or coming into
 force of, or any change in, any enactment, law, regulation, directive,
 requirement or any published practice of any government, government
 department or agency or regulatory body (including extra-statutory
 concessions of HM Revenue and Customs) made after the date of this agreement
 or a change in the interpretation of the law after the date of this agreement
 (whether or not such change purports to be effective retrospectively in whole
 or in part) or if such claim would not have arisen (or the amount of the
 claim would not have been increased) but for any judgement delivered after
 the date of this agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.  | CONTINGENT AND UNQUANTIFIABLE LIABILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | No liability
 shall attach to any of the Vendors in respect of any claim (other than a Tax
 Claim) to the extent that the claim is based upon a liability which is
 contingent only or is otherwise not capable of being quantified unless and
 until such liability ceases to be contingent and becomes an actual liability
 or becomes capable of being quantified, as the case may be, provided that
 this clause shall not operate to avoid a claim made in respect of a
 contingent or unquantifiable liability within the applicable time limits
 specified in clause 3 of this Schedule, if the notice of such claim has been
 served before the expiry of the relevant period (even if such liability does
 not become an actual or quantifiable liability, as the case may be, until
 after the expiry of such period).                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.  | NO DOUBLE RECOVERY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The
 Purchaser shall not be entitled to recover damages from the Vendors or obtain
 payment, reimbursement, restitution or indemnity from the Vendors more than
 once for the same Loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10. | PAYMENT OF CLAIM TO BE IN REDUCTION OF CONSIDERATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | If any of
 the Vendors pays any sum to the Purchaser pursuant to a claim, that part of
 the Purchase Price received by such Vendor for the sale of his Shares shall
 be deemed to be reduced by the amount of such payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11. | REMEDIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The
 Purchaser acknowledges that damages will be its sole remedy for any claim for
 misrepresentation, negligent misstatement, breach of any Warranty or any
 other breach of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

72

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12. | SURVIVAL OF THESE PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The
 provisions of this Schedule shall apply notwithstanding any other provision
 of this agreement and will not be discharged or cease to have effect in
 consequence of any termination or rescission of any other provisions of this
 agreement.                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|13. | MITIGATION NOT AFFECTED                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Nothing in
 this agreement shall affect the application of the common law rules on
 mitigation in respect of any claim or any matter giving rise to a claim.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|14. | FRAUD                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | None of the
 limitations on the liability of the Vendors set out in this Schedule (whether
 as to the quantum of the claim, the time limit for notification of the claim,
 the procedures or requirements for making a claim or otherwise) shall apply
 to any claim against a Vendor to the extent that the liability of any of that
 Vendor in respect of that claim arises from fraud on the part of that Vendor.

(The remainder of this page was left blank
intentionally.)

73

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SIGNED BY: /s/
Nicolaas Bekooy

|                |                | 
|--------------- | -------------- | 
|NICOLAAS BEKOOY
|In the          |               
|presence of:    | /s/ Ian
 Smith | 

|      |           | 
|----- | --------- | 
|Name: | Ian Smith | 

|         |                          | 
|-------- | ------------------------ | 
|Address: | MESSRS.
 CRANE & STAPLES | 
|         | LONGCROFT
 HOUSE         | 
|         | FRETHERNE
 ROAD          | 
|         | WELWYN
 GARDEN CITY      | 
|         | HERTS AL8
 6TU           | 

|            |           | 
|----------- | --------- | 
|Occupation: | Solicitor | 

|                  |                        | 
|----------------- | ---------------------- | 
|SIGNED BY:        | /s/ Lawson
 John Noble | 
|LAWSON JOHN NOBLE
|In the           

|             |                | 
|------------ | -------------- | 
|presence of: | /s/ Ian
 Smith | 

|      |           | 
|----- | --------- | 
|Name: | Ian Smith | 

|         |                          | 
|-------- | ------------------------ | 
|Address: | MESSRS.
 CRANE & STAPLES | 
|         | LONGCROFT HOUSE          | 
|         | FRETHERNE
 ROAD          | 
|         | WELWYN
 GARDEN CITY      | 
|         | HERTS AL8
 6TU           | 

|            |           | 
|----------- | --------- | 
|Occupation: | Solicitor | 

|              |                    | 
|------------- | ------------------ | 
|SIGNED BY:    | /s/ Frank
 Thomson | 
|FRANK THOMSON

|             |                | 
|------------ | -------------- | 
|In the      
|presence of: | /s/ Ian
 Smith | 

|      |           | 
|----- | --------- | 
|Name: | Ian Smith | 

|         |                          | 
|-------- | ------------------------ | 
|Address: | MESSRS.
 CRANE & STAPLES | 
|         | LONGCROFT
 HOUSE         | 
|         | FRETHERNE
 ROAD          | 
|         | WELWYN
 GARDEN CITY      | 
|         | HERTS AL8
 6TU           | 

|            |           | 
|----------- | --------- | 
|Occupation: | Solicitor | 

74

---



SIGNED for and on
behalf ofIMAGE SENSING SYSTEMS EUROPE LIMITED

|                                |                        | 
|------------------------------- | ---------------------- | 
|BY:                             | /s/ Kenneth
 R. Aubrey | 
|KENNETH R. AUBREY,
 a director,

|             |  | 
|------------ |  | 
|in the       | 
|Presence of: |  | 

|         |                | 
|-------- | -------------- | 
|Witness: | /s/ Ian
 Smith | 

|      |           | 
|----- | --------- | 
|Name: | Ian Smith | 

|         |                          | 
|-------- | ------------------------ | 
|Address: | MESSRS.
 CRANE & STAPLES | 
|         | LONGCROFT
 HOUSE         | 
|         | FRETHERNE
 ROAD          | 
|         | WELWYN
 GARDEN CITY      | 
|         | HERTS AL8
 6TU           | 

|            |           | 
|----------- | --------- | 
|Occupation: | Solicitor | 

SIGNED for and on
behalf ofIMAGE SENSING SYSTEMS, INC.

|                                         |                        | 
|---------------------------------------- | ---------------------- | 
|BY:                                      | /s/ Kenneth
 R. Aubrey | 
|KENNETH R. AUBREY,
 President,          
|Chief
 Executive Officer and a director,

|             |  | 
|------------ |  | 
|in the       | 
|Presence of: |  | 

|         |                | 
|-------- | -------------- | 
|Witness: | /s/ Ian
 Smith | 

|      |           | 
|----- | --------- | 
|Name: | Ian Smith | 

|         |                          | 
|-------- | ------------------------ | 
|Address: | MESSRS.
 CRANE & STAPLES | 
|         | LONGCROFT HOUSE          | 
|         | FRETHERNE
 ROAD          | 
|         | WELWYN
 GARDEN CITY      | 
|         | HERTS AL8
 6TU           | 

|            |           | 
|----------- | --------- | 
|Occupation: | Solicitor | 

75

---



SIGNED for and on behalf ofCITYSYNC LIMITED

|                                                  |                    | 
|------------------------------------------------- | ------------------ | 
|BY:                                               | /s/ Frank
 Thomson | 
|___________________________________,
 a director, |                   

|             |  | 
|------------ |  | 
|in the       | 
|Presence of: |  | 

|         |                | 
|-------- | -------------- | 
|Witness: | /s/ Ian
 Smith | 

|      |           | 
|----- | --------- | 
|Name: | Ian Smith | 

|         |                          | 
|-------- | ------------------------ | 
|Address: | MESSRS.
 CRANE & STAPLES | 
|         | LONGCROFT
 HOUSE         | 
|         | FRETHERNE
 ROAD          | 
|         | WELWYN
 GARDEN CITY      | 
|         | HERTS AL8
 6TU           | 

|            |           | 
|----------- | --------- | 
|Occupation: | Solicitor | 

76

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