Exhibit 2.9
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THIS  AGREEMENT  DOES NOT  CONSTITUTE AN OFFER TO SELL SHARES OF COMMON STOCK OF
TIGER TELEMATICS, INC. TO, OR THE SOLICITATION OF AN OFFER TO PURCHASE SHARES OF
COMMON  STOCK OF TIGER  TELEMATICS,  INC.  BY,  ANY  PERSON  IN ANY  COUNTRY  OR
JURISDICTION  IN WHICH SUCH AN OFFER OR  SOLICITATION  IS UNLAWFUL OR ANY PERSON
THAT DOES NOT  QUALIFY  AS AN  "ACCREDITED  INVESTOR"  AS DEFINED IN RULE 501 OF
REGULATION D PROMULGATED UNDER THE SECURITIES ACT.





                  AMENDED AND RESTATED STOCK PURCHASE AGREEMENT


                                 BY AND BETWEEN


                             TIGER TELEMATICS, INC.


                           INTEGRA SP HOLDINGS LIMITED

                                       AND

                           INTEGRA SP NOMINEE LIMITED

                          Dated as of January 19, 2005






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<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

ARTICLE I PURCHASE AND SALE OF SHARES..........................................1
         1.1      TRANSFER OF SHARES...........................................1
         1.2      PURCHASE PRICE...............................................1
         1.3      PAYMENT AT FIRST CLOSING.....................................4
         1.4      DELIVERY OF SHARES...........................................4
         1.5      AFFILIATE-OWNED ASSETS.......................................4
         1.6      ASSET TRANSFER AND FURTHER ASSURANCES........................4

ARTICLE II THE CLOSING.........................................................4

ARTICLE III REPRESENTATIONS AND WARRANTIES of THE STOCKHOLDER..................4
         3.1      TITLE TO THE SHARES..........................................5
         3.2      ORGANIZATION AND POWER.......................................5
         3.3      AUTHORITY; AUTHORIZATION, EXECUTION AND DELIVERY;
                   ENFORCEABILITY; NO CONFLICT.................................5
         3.4      CONSENTS.....................................................5
         3.5      BROKERS......................................................6
         3.6      INVESTMENT REPRESENTATIONS...................................6

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP..................7
         4.1      ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING.............7
         4.2      AUTHORITY; AUTHORIZATION, EXECUTION AND DELIVERY;
                   ENFORCEABILITY; NO CONFLICT.................................7
         4.3      CONSENTS.....................................................7
         4.4      CAPITALIZATION...............................................8
         4.5      SUBSIDIARIES; INVESTMENTS....................................8
         4.6      FINANCIAL INFORMATION........................................8
         4.7      ABSENCE OF UNDISCLOSED LIABILITIES...........................9
         4.8      ABSENCE OF CHANGES...........................................9
         4.9      TAX MATTERS.................................................10
         4.10     TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS..11
         4.11     REAL PROPERTY - OWNED OR LEASED.............................12
         4.12     INTELLECTUAL PROPERTY.......................................12
         4.13     AGREEMENTS, NO DEFAULTS, ETC................................13
         4.14     LITIGATION, ETC.............................................14
         4.15     COMPLIANCE WITH LAWS........................................15
         4.16     INSURANCE...................................................15
         4.17     LABOR RELATIONS; EMPLOYEES..................................15
         4.18     ERISA COMPLIANCE............................................16
         4.19     ENVIRONMENTAL MATTERS.......................................16
         4.20     BROKERS.....................................................17
         4.21     RELATED PARTY TRANSACTIONS..................................17
         4.22     ACCOUNTS AND NOTES RECEIVABLE...............................18
         4.23     BANK ACCOUNTS; POWERS OF ATTORNEY...........................18
         4.24     SUPPLIERS AND VENDORS.......................................18
         4.25     CUSTOMERS...................................................18
         4.26     CONFLICTS OF INTEREST.......................................19
         4.27     DISCLOSURE..................................................19

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.....................19
         5.1      ORGANIZATION; CORPORATE AUTHORITY...........................19
         5.2      AUTHORITY; AUTHORIZATION; EXECUTION AND DELIVERY;
                   ENFORCEABILITY; NO CONFLICT................................19
         5.3      CONSENTS....................................................20
         5.4      BROKERS.....................................................20
         5.5      LITIGATION..................................................20
         5.6      TIGR SHARES.................................................20
         5.7      CAPITALIZATION..............................................20
         5.8      WARN ACT....................................................20
         5.9      SEC DOCUMENTS...............................................20
         5.10     INVESTMENT INTENT...........................................21

                                       i
<PAGE>

ARTICLE VI COVENANTS AND AGREEMENTS...........................................21
         6.1      ACCESS TO RECORDS AND PROPERTIES............................21
         6.2      CONDUCT OF THE BUSINESS.....................................21
         6.3      EFFORTS TO CONSUMMATE.......................................22
         6.4      NEGOTIATION WITH OTHERS.....................................23
         6.5      NOTICE OF PROSPECTIVE BREACH................................23
         6.6      PUBLIC ANNOUNCEMENTS........................................23
         6.7      EXCHANGE PROCEEDS...........................................23
         6.8      NON-COMPETITION COVENANT....................................23
         6.9      DISCLOSURE OF INFORMATION...................................24
         6.10     USE OF PROPRIETARY NAME.....................................25
         6.11     SUPPLEMENTS TO SCHEDULES....................................25
         6.12     CERTAIN EMPLOYEE MATTERS....................................26
         6.13     NO-HIRE OF EMPLOYEES........................................26
         6.14     NASDAQ LISTING..............................................26
         6.15     FINANCIAL STATEMENTS........................................26
         6.16     PAYMENT TO KBC..............................................26

ARTICLE VII CLOSING OBLIGATIONS...............................................27
         7.1      CONDITIONS TO EACH PARTY'S OBLIGATIONS......................27
         7.2      CONDITIONS TO OBLIGATIONS OF THE PURCHASER..................27
         7.3      CONDITIONS TO OBLIGATIONS OF THE SELLER GROUP...............29

ARTICLE VIII INDEMNIFICATION..................................................29
         8.1      GENERALLY...................................................29
         8.2      ASSERTION OF CLAIMS.........................................30
         8.3      NOTICE AND DEFENSE OF THIRD PARTY CLAIMS....................30
         8.4      SURVIVAL OF REPRESENTATIONS AND WARRANTIES..................31
         8.5      LIMITATIONS ON INDEMNIFICATION..............................31
         8.6      EXCLUSION OF CERTAIN CLAIMS.................................32
         8.7      MITIGATION..................................................32
         8.8      PARTIES TO CLAIM............................................32

ARTICLE IX TERMINATION; EFFECT OF TERMINATION.................................33
         9.1      TERMINATION.................................................33
         9.2      EFFECT OF TERMINATION.......................................34

ARTICLE X MISCELLANEOUS PROVISIONS............................................34
         10.1     AMENDMENT...................................................34
         10.2     ENTIRE AGREEMENT............................................34
         10.3     SEVERABILITY................................................34
         10.4     BENEFITS OF AGREEMENT.......................................34
         10.5     EXPENSES; SALES AND TRANSFER TAXES..........................35
         10.6     REMEDIES....................................................35
         10.7     NOTICES.....................................................35
         10.8     COUNTERPARTS AND FACSIMILE EXECUTION........................36
         10.9     GOVERNING  LAW..............................................36
         10.10    JURISDICTION AND VENUE......................................36
         10.11    MUTUAL CONTRIBUTION.........................................37
         10.12    NO THIRD PARTY BENEFICIARIES................................37
         10.13    INDEPENDENCE OF COVENANTS AND REPRESENTATIONS AND
                   WARRANTIES.................................................37
         10.14    INTERPRETATION; CONSTRUCTION................................37



                                       ii
<PAGE>

                         ANNEXES, SCHEDULES AND EXHIBITS


Annexes
-------

Annex I           Stockholder
Annex II          Certain Definitions

Schedules

Schedule 3.4        -     Stockholder Consents
Schedule 4.1        -     Foreign Qualifications for the Company and
                           Its Subsidiaries
Schedule 4.3        -     Company Consents
Schedule 4.4(a)     -     Capitalization of the Company and Its Subsidiaries
Schedule 4.4(b)     -     Options, Warrants, Voting Agreements, etc.
Schedule 4.5        -     Subsidiaries and Investments
Schedule 4.6(a)     -     Financial Statements
Schedule 4.6(c)     -     Accounts Payable and Accounts Receivable
Schedule 4.7        -     Undisclosed Liabilities
Schedule 4.8        -     Absence of Changes
Schedule 4.9(a)     -     Tax Matters
Schedule 4.9(c)     -     Taxing Authority Notifications
Schedule 4.10(a)    -     Encumbrances
Schedule 4.10(b)    -     Tangible Personal Property
Schedule 4.11(a)    -     Real Property
Schedule 4.11(b)    -     Real Property Proceedings, Notices and Exceptions
Schedule 4.12(a)    -     Intellectual Property Rights
Schedule 4.12(b)    -     Actions to Protect Intellectual Property Rights
Schedule 4.13(a)    -     Material Contracts
Schedule 4.13(d)    -     Funded Indebtedness
Schedule 4.14(a)    -     Litigation, Etc.
Schedule 4.14(b)    -     Resolved Litigation
Schedule 4.15       -     Compliance with Laws
Schedule 4.16(a)    -     Insurance Policies
Schedule 4.16(b)    -     Insurance Claims, Etc.
Schedule 4.17(a)    -     Directors, Officers and Key Employees
Schedule 4.17(b)    -     Number of Employees, Independent Contractors, etc.
Schedule 4.17(c)    -     Labor Relations
Schedule 4.17(e)    -     Labor Proceedings
Schedule 4.17(f)    -     Joint Employer Matters
Schedule 4.17(g)    -     Independent Contractor Agreements
Schedule 4.19(a)    -     Environmental Laws - Violations
Schedule 4.19(b)    -     Environmental Compliance - Previously Owned Properties
Schedule 4.21(a)    -     Related Party Transactions
Schedule 4.21(b)    -     Distributions
Schedule 4.22       -     Accounts and Notes Receivable
Schedule 4.23       -     Bank Accounts; Powers of Attorney
Schedule 4.24       -     Suppliers and Vendors
Schedule 4.25       -     Customers
Schedule 5.1        -     Foreign Qualifications for the Purchaser
Schedule 5.3        -     Purchaser Consents


Exhibits
--------

Exhibit A           -     Form of Escrow Agreement


                                      iii
<PAGE>

                             INDEX OF DEFINED TERMS

                  The  following  capitalized  terms,  which may be used in more
than one  Section  or other  location  of this  Agreement,  are  defined  in the
following Sections or other locations:


                                                                   Section or
     Term                                                        other Location
     ----                                                        --------------

     Acquisition Proposal                                            Annex II
     Affiliate                                                       Annex II
     Affiliate-Owned Asset                                                1.5
     Agreement                                                          10.14
     Annual Balance Sheet                                           4.6(a)(i)
     Annual Balance Sheet Date                                      4.6(a)(i)
     Annual Financial Statements                                    4.6(a)(i)
     Arbitrating Accountants                                         Annex II
     Knowledge                                                          10.14
     Business                                                        Preamble
     Business Day                                                    Annex II
     Capital Lease                                                   Annex II
     Charter Documents                                               Annex II
     Code                                                              4.9(a)
     Commission                                                      Annex II
     Company                                                          Caption
     Competing Business                                                6.8(b)
     Confidential Information                                          6.9(a)
     Contract                                                        Annex II
     Control                                                         Annex II
     Covered Properties                                               4.19(b)
     Employee Benefit Plan                                           Annex II
     Encumbrances                                                    Annex II
     Environmental, Health and Safety Laws                           Annex II
     Escrow Account                                                       1.2
     Exchange Proceeds                                                    6.7
     Exchange Rate                                                   Annex II
     Exclusivity Period                                                6.4(a)
     ERISA                                                           Annex II
     Excluded Seller Representations                                   8.5(a)
     Financial Statements                                         4.6(a)(iii)
     First Closing                                                 Article II
     First Closing Date                                            Article II
     Funded Indebtedness                                             Annex II
     GAAP                                                            Annex II
     Governmental Entity                                             Annex II
     Guaranty                                                        Annex II
     Hired Employees                                                     6.12
     HSR Act                                                              6.3
     Income Taxes                                                    Annex II
     Indemnified Persons                                             Annex II
     Indemnifying Persons                                            Annex II
     Initial TIGR Shares Portion                                          1.2
     Intellectual Property Rights                                    Annex II
     Interim Balance Sheets                                         4.6(a)(i)
     Interim Financial Statements                                   4.6(a)(i)
     Latest Balance Sheet                                         4.6(a)(iii)
     Latest Balance Sheet Date                                    4.6(a)(iii)
     Latest Financial Statements                                  4.6(a)(iii)
     Law                                                             Annex II
     Leased Property                                                  4.11(a)
     Letter of Intent                                                    10.2

                                       iv
<PAGE>


                                                                   Section or
     Term                                                        other Location
     ----                                                        --------------

     Liability                                                       Annex II
     Licensed Requisite Rights                                     4.12(a)(i)
     Litigation Expense                                              Annex II
     Losses                                                          Annex II
     Management Stockholder                                          Annex II
     Market Price                                                    Annex II
     Material Adverse Change                                           4.8(i)
     Material Contracts                                               4.13(b)
     Options                                                         Preamble
     Orders                                                          Annex II
     Owned Requisite Rights                                        4.12(a)(i)
     Permits                                                         Annex II
     Permitted Encumbrances                                          Annex II
     Person                                                          Annex II
     Possible Transaction                                                 6.4
     Proceeding                                                      Annex II
     Purchase Price                                                       1.2
     Purchaser                                                        Caption
     Purchaser Indemnified Persons                                   Annex II
     Purchaser Indemnifying Persons                                  Annex II
     Purchaser Losses                                                Annex II
     Purchaser's Accountants                                         Annex II
     Purchaser SEC Documents                                              5.9
     Representatives                                                   6.9(a)
     Requisite Rights                                              4.12(a)(i)
     Restrictive Period                                                6.8(a)
     Second Closing                                                Article II
     Second Closing Date                                           Article II
     Securities                                                      Annex II
     Securities Act                                                  Annex II
     Seller Group                                                     Caption
     Seller Indemnified Persons                                      Annex II
     Seller Indemnifying Persons                                     Annex II
     Seller Losses                                                   Annex II
     Shares                                                          Preamble
     Stock                                                           Preamble
     Stockholder                                                      Caption
     Subsidiary                                                      Annex II
     Survival Date                                                     8.4(a)
     Tax Return                                                      Annex II
     Taxes                                                           Annex II
     TIGR Shares                                                     Annex II
     Third Party                                                      4.17(f)
     Third Party Claim                                                    8.3
     Twelve Month Target Net Profit                                    1.2(c)
     Twelve Month Target Net Sales                                    1.2(c)
     Twenty-Four Month Target Net Profit                               1.2(e)
     Twenty-Four Month Target Net Sales                                1.2(e)





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<PAGE>

                  AMENDED AND RESTATED STOCK PURCHASE AGREEMENT


         This AMENDED AND RESTATED STOCK PURCHASE  AGREEMENT dated as of January
19, 2005, is by and among TIGER  TELEMATICS,  INC., a Delaware  corporation (the
"Purchaser"),  INTEGRA SP HOLDINGS LTD., an English limited company incorporated
under the laws of England  (the  "Company"),  and  INTEGRA SP NOMINEE  LTD.,  an
English limited company  incorporated  under the laws of England and stockholder
of the  Company  (the  "Stockholder";  and the  Stockholder  and the Company are
collectively referred to as the "Seller Group").  Certain capitalized terms used
in this Agreement are defined on Annex II attached to this Agreement.

                                    PREAMBLE

         The Company, together with its Subsidiaries, is engaged in the business
(collectively,  the "Business") of (i) providing software for the visualization,
interaction and integration of real-time enterprise systems in a browser through
its award winning AltioLive(TM)  product, (ii) developing software products, and
(iii) providing  software support services to customers,  partners and end users
within the finance, public and commercial sectors.

         The Company presently has approximately  seventy-four (74) Persons that
own all of the issued and outstanding  shares of the common stock, .01 Pence par
value per share,  of the Company  (collectively,  the "Stock") and/or options or
other rights to acquire shares of Stock (collectively,  the "Options"). In order
to comply with applicable  exemptions from the registration  requirements of the
Securities Act,  qualification  under  applicable U.S. state securities laws and
compliance under other applicable Laws, on the First Closing Date, the Purchaser
has agreed to purchase  only those issued and  outstanding  shares of Stock that
immediately prior to the First Closing were owned by an "accredited investor" as
defined in Rule 501 of Regulation D promulgated  under the Securities Act, up to
a minimum number of 80 % of the issued and outstanding shares of Stock. Upon the
completion  and  filing of all  reports  required  to be filed by the  Purchaser
pursuant to the  Securities  Exchange Act and the  availability  of an exemption
from the registration  requirements of the Securities Act,  qualification  under
applicable  U.S. state  securities  laws and compliance  under other  applicable
Laws, on the Second Closing Date, the Purchaser  shall offer to acquire,  on the
same terms and  conditions  as provided for herein,  and the  Stockholder  shall
deliver,  the remaining issued and outstanding shares of Stock that are owned by
any  Person,  including  any  shares of Stock  that are owned by an  "accredited
investor"  as  defined  in  Rule  501 of  Regulation  D  promulgated  under  the
Securities  Act. On or before the Second Closing Date, the Company shall release
or allow to lapse all outstanding Options, warrants,  convertible loans or other
rights for the purchase of shares of capital stock or convertible  securities of
the Company so that such Options,  warrants,  convertible  loans or other rights
may no longer be exercised.

         The  Stockholder  will be on the First  Closing  the legal  owner of at
least 80 % of the issued and  outstanding  shares of Stock.  The shares of Stock
owned by the Stockholder as of the First Closing are collectively referred to as
the  "Shares."  The  Stockholder  desires  to  sell  to the  Purchaser,  and the
Purchaser  desires to purchase from the Stockholder,  all of the Shares,  on the
terms and subject to the conditions contained in this Agreement.


         ACCORDINGLY,   in   consideration   of  the   mutual   representations,
warranties,  covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I
                           PURCHASE AND SALE OF SHARES

1.1      Transfer of Shares.

         On the terms and subject to the conditions contained in this Agreement,
at the First Closing, the Stockholder shall sell, transfer, convey and assign to
the  Purchaser,   and  the  Purchaser   shall  purchase  and  acquire  from  the
Stockholder, all of the Shares, free and clear of all Encumbrances.

1.2      Purchase Price.

         In  connection  with both the First  Closing  and Second  Closing,  the
aggregate  consideration  to be paid by the Purchaser to the Stockholder for one
hundred percent (100%) of the issued and outstanding shares of Stock, on a fully

                                       1
<PAGE>

diluted basis, as if all outstanding  Options,  warrants,  convertible  loans or
other  rights  for the  purchase  of  shares  of  capital  stock or  convertible
securities of the Company had been fully (a) exercised immediately prior to such
issuance (and the resulting  securities fully converted into shares of Stock, if
so  convertible)  as of such date or (b)  released  or lapsed as of such date so
that such Options, warrants,  convertible loans or other rights may no longer be
exercised,  shall consist of the sum of the following (such sum being called the
"Purchase Price"); provided,  however,  notwithstanding anything to the contrary
herein or in any disclosure made in connection with this Agreement, in the event
the  Purchaser  has not  acquired one hundred  percent  (100%) of the issued and
outstanding  shares of Stock,  on a fully diluted basis,  as if all  outstanding
Options, warrants,  convertible loans or other rights for the purchase of shares
of capital  stock or  convertible  securities  of the Company had been fully (a)
exercised immediately prior to such issuance (and the resulting securities fully
converted  into  shares  of  Stock,  if so  convertible)  as of such date or (b)
released or lapsed as of such date so that such Options,  warrants,  convertible
loans or other rights may no longer be exercised,  on or before August 31, 2005,
then the actual  consideration  payable to the Stockholder  pursuant to Sections
1.2(a)-(e) of this Agreement or otherwise  shall be ratably  reduced (and to the
extent the consideration  payable pursuant to Section 1.2(a) has previously been
paid by the Purchaser prior to making this ratable reduction, the amount of such
ratable  reduction  from Section 1.2(a) may be applied to any or all of Sections
1.2(b)-(e))  by  multiplying  any  such  consideration  by a  fraction,  (x) the
numerator  of  which  is the  number  of  shares  of  Stock  actually  sold  and
transferred  to the Purchaser and (y) the  denominator of which is the aggregate
number of issued and  outstanding  shares of Stock, on a fully diluted basis, as
if all outstanding Options, warrants,  convertible loans or other rights for the
purchase of shares of capital stock or convertible securities of the Company had
been fully (a) exercised  immediately  prior to such issuance (and the resulting
securities  fully  converted into shares of Stock, if so convertible) as of such
date or (b) released or lapsed as of such date so that such  Options,  warrants,
convertible loans or other rights may no longer be exercised:

         (a)      At the  First  Closing,  625,250  (the  "Initial  TIGR  Shares
Portion") newly issued TIGR Shares;

         (b)      Twelve  (12) months  following  the First  Closing,  Purchaser
shall release from the Escrow  Account that number of TIGR Shares  determined as
follows:

                  (i)      if the Market Price of TIGR Shares immediately before
         the first  anniversary  of the First  Closing  is less than  $8.75 then
         1,253,349 TIGR Shares; or

                  (ii)     if the Market Price of TIGR Shares immediately before
         the first  anniversary  of First  Closing is  greater  than or equal to
         $8.75 and less than or equal to $13.75, the number of TIGR Shares found
         by  dividing  the sum of  Sterling  GBP 6 million  converted  to United
         States  dollars at the Exchange  Rate by the Market  Price  immediately
         before the first anniversary of the First Closing; or

                  (iii)    if the Market Price of TIGR Shares immediately before
         the first anniversary of the First Closing is greater than $13.75,  the
         number of TIGR  Shares  found by  dividing  the sum of  Sterling  GBP 6
         million  converted to United States dollars at the Exchange Rate by the
         Market Price immediately  before the first anniversary of First Closing
         together  with  twenty-five  percent  (25%) of the  amount by which the
         number of TIGR Shares calculated under this clause 1.2(b) (iii) is less
         than 797,586 TIGR Shares.

         (c)      Fifteen (15) months  following  the First  Closing,  Purchaser
shall release from the Escrow  Account that number of TIGR Shares with a maximum
aggregate  value of up to Sterling GBP  2,000,000,  based on the Market Price of
TIGR Shares  immediately  before the fifteen (15) month anniversary of the First
Closing;  provided,  however, the payment described in this Section 1.2(c) shall
be subject to an earn-out adjustment described below based on the achievement of
targeted net sales of the Business of GBP  3,560,000  ("Twelve  Month Target Net
Sales") and targeted net profit of the  Business of GBP 330,314  ("Twelve  Month
Target Net  Profit"),  in each case for the twelve (12) month  period  beginning
with the first full month following the First Closing:

                  (i)      Sterling GBP  1,000,000  of the payment  described in
         this Section 1.2(c) will be multiplied by that percentage that is equal
         to the ratio  (expressed as a percentage) (A) the numerator of which is
         the actual net sales of the  Business  for the twelve (12) month period
         beginning  with the first  full  month  following  the  First  Closing,
         determined by the Purchaser on a basis  consistent with the preparation
         of the  Company's  Latest  Financial  Statements  provided to Purchaser
         prior to First Closing,  and (B) the denominator of which is the Twelve
         Month  Target Net Sales  (provided  that the amount of such  adjustment
         shall not be less than zero or more than Sterling GBP 1,000,000); and

                  (ii)     Sterling GBP  1,000,000  of the payment  described in
         this Section 1.2(c) will be multiplied by that percentage that is equal
         to the ratio  (expressed as a percentage) (A) the numerator of which is
         the actual net profit of the Business

                                       2
<PAGE>

         for the twelve (12) month  period  beginning  with the first full month
         following  the First  Closing,  determined  by the Purchaser on a basis
         consistent  with the  preparation  of the  Company's  Latest  Financial
         Statements provided to Purchaser prior to the First Closing and (B) the
         denominator  of which is the Twelve Month  Target Net Profit  (provided
         that the amount of such adjustment  shall not be less than zero or more
         than Sterling GBP 1,000,000);

         (d)      Twenty-Four (24) months following the First Closing, Purchaser
shall release from the Escrow  Account that number of TIGR Shares  determined as
follows:

                  (i)      if the Market Price of TIGR Shares immediately before
         the second anniversary of First Closing is less than $8.75 then 731,120
         TIGR Shares; or

                  (ii)     if the Market Price of TIGR Shares immediately before
         the second  anniversary  of First  Closing is greater  than or equal to
         $8.75 and less than or equal to $13.75, the number of TIGR Shares found
         by dividing  the sum of Sterling  GBP 3.5 million  converted  to United
         States  dollars at the Exchange  Rate by the Market  Price  immediately
         before the second anniversary of First Closing; or

                  (iii)    if the Market Price of TIGR Shares immediately before
         the second  anniversary  of First  Closing is greater than $13.75,  the
         number of TIGR  Shares  found by dividing  the sum of Sterling  GBP 3.5
         million  converted to United States dollars at the Exchange Rate by the
         Market Price immediately before the second anniversary of First Closing
         together  with  twenty-five  percent  (25%) of the  amount by which the
         number of TIGR Shares calculated under this clause 1.2(d) (iii) is less
         than 465,258 TIGR Shares; and

         (e)      Twenty-Seven   (27)  months   following  the  First   Closing,
Purchaser shall release from the Escrow Account that number of newly issued TIGR
Shares with a maximum aggregate value of up to Sterling GBP 2,000,000,  based on
the Market Price of TIGR Shares  immediately  before the twenty-seven (27) month
anniversary of the First Closing;  provided,  however,  the payment described in
this Section 1.2(e) shall be subject to an earn-out  adjustment  described below
based on the  achievement of targeted net sales of the Business of GBP 7,336,000
("Twenty-Four  Month  Target Net Sales") and targeted net profit of the Business
of GBP 2,253,890  ("Twenty-Four Month Target Net Profit"),  in each case for the
twenty-four  (24) month period beginning with the first full month following the
First Closing:

                  (i)      Sterling GBP  1,000,000  of the payment  described in
         this Section 1.2(e) will be multiplied by that percentage that is equal
         to the ratio  (expressed as a percentage) (A) the numerator of which is
         the actual net sales of the  Business  for the  twenty-four  (24) month
         period beginning with the first full month following the First Closing,
         determined by the Purchaser on a basis  consistent with the preparation
         of the  Company's  Latest  Financial  Statements  provided to Purchaser
         prior to the First  Closing,  and (B) the  denominator  of which is the
         Twenty-Four  Month Target Net Sales  (provided  that the amount of such
         adjustment  shall  not be less  than  zero or more  than  Sterling  GBP
         1,000,000); and

                  (ii)     Sterling GBP  1,000,000  of the payment  described in
         this Section 1.2(e) will be multiplied by that percentage that is equal
         to the ratio  (expressed as a percentage) (A) the numerator of which is
         the actual net profit of the  Business for the  twenty-four  (24) month
         period beginning with the first full month following the First Closing,
         determined by the Purchaser on a basis  consistent with the preparation
         of the  Company's  Latest  Financial  Statements  provided to Purchaser
         prior to the First  Closing,  and (B) the  denominator  of which is the
         Twenty-Four  Month Target Net Profit  (provided that the amount of such
         adjustment  shall  not be less  than  zero or more  than  Sterling  GBP
         1,000,000);

At the First Closing,  Purchaser  shall place in escrow pursuant to the terms of
an  Escrow  Agreement  substantially  in the  form  of  Exhibit  A (the  "Escrow
Account"),  and  provide  Stockholder  evidence  of such  deposit,  a  total  of
2,794,785 TIGR Shares (as adjusted pursuant to Section 1.2), which shall be used
to  satisfy  Purchaser's  obligation  to issue  TIGR  Shares to the  Stockholder
pursuant  to  Sections  1.2(b),  1.2(c),  1.2(d) and  1.2(e) of this  Agreement.
Following the payment to the Stockholder  pursuant to Sections  1.2(b),  1.2(c),
1.2(d) and 1.2(e) of this Agreement, the remaining TIGR Shares, if any, shall be
released  and  returned to  Purchaser.  Notwithstanding  anything  herein to the
contrary, the maximum aggregate consideration to be paid by the Purchaser to the
Stockholder  (i)  pursuant to Sections  1.2(b) and 1.2(d)  shall be limited to a
maximum  aggregate  amount of  1,984,469  TIGR Shares (as  adjusted  pursuant to
Section  1.2) and (ii) for the Shares  pursuant to this Section 1.2 or otherwise
shall be limited to an aggregate  amount of  3,420,035  TIGR Shares (as adjusted
pursuant to Section 1.2).

                                       3
<PAGE>

1.3      Payment at First Closing.

         At the First  Closing,  the  Purchaser  shall  deliver the Initial TIGR
Shares  Portion of the Purchase Price to the  Stockholder,  in the form of stock
certificates,  duly  executed  and  issued by the  Purchaser,  representing  the
Initial TIGR Shares Portion.

1.4      Delivery of Shares.

         At the First Closing,  in consideration of the Purchaser's  delivery of
the Initial TIGR Shares  Portion of the Purchase  Price  pursuant to Section 1.3
and the  establishment of the Escrow Account,  (a) the Stockholder shall deliver
to  the  Company  the  certificate  or  certificates  representing  the  Shares,
accompanied by duly executed stock transfer forms transferring the Shares to the
Purchaser,  in each  case  sufficient  in form and  substance  to  convey to the
Purchaser good title to all of the Shares,  free and clear of all  Encumbrances,
and (b) the Company shall  deliver to the Purchaser a certificate  registered in
the name of the Purchaser representing the Shares.

1.5      Affiliate-Owned Assets.

         To the extent that any asset,  property,  interest in property or right
relating  to, or used or held for use by the Company or any of its  Subsidiaries
in the conduct of the Business is owned by the Company or a  Stockholder  or any
of his, her or its  Affiliates  or by any other  Affiliate of the Company or its
Subsidiaries,  such  asset,  property,  interest  in  property or right shall be
deemed to be an "Affiliate-Owned Asset" for purposes of this Agreement.

1.6      Asset Transfer and Further Assurances.

         The  Stockholder  shall, at the First Closing and at any time after the
First Closing, upon the request of the Purchaser,  do, execute,  acknowledge and
deliver,  and cause to be done, executed,  acknowledged and delivered,  all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney and
other  assurances as may be required to transfer,  convey,  grant and confirm to
and  vest  in the  Purchaser  good  title  to  (i)  the  Shares,  and  (ii)  the
Affiliate-Owned  Assets,  in each case free and clear of all  Encumbrances.  Any
conversion of currency required in connection with this Agreement shall be based
on the Exchange Rate at the time of such required conversion.

                                   ARTICLE II
                                   THE CLOSING

         On the terms and subject to the conditions contained in this Agreement,
the closing  (the "First  Closing")  of the  transactions  contemplated  by this
Agreement  shall take place at the offices of Smith Hulsey & Busey,  counsel for
the  Purchaser,  at the address set forth in Section  10.7, as soon as possible,
but in no event later than seven (7) business  days after all of the  conditions
set  forth in  Article  VII have been  satisfied  or waived  (other  than  those
conditions  which by their  terms  are  intended  to be  satisfied  at the First
Closing,  or such other place or later date as shall be mutually  agreed upon by
the parties,  provided that all of the  conditions set forth in Article VII have
been satisfied or waived (other than those  conditions  which by their terms are
intended  to be  satisfied  at the First  Closing).  The date on which the First
Closing  occurs shall be referred to as the "First Closing Date." The closing of
the  transactions  contemplated  by Section 6.3 of this  Agreement  (the "Second
Closing")  shall take place at the offices of Smith Hulsey & Busey,  counsel for
the  Purchaser,  as soon as  possible,  upon the  completion  and  filing of all
reports  required  to be  filed  by the  Purchaser  pursuant  to the  Securities
Exchange  Act  and  the  availability  of an  exemption  from  the  registration
requirements of the Securities Act,  qualification  under  applicable U.S. state
securities laws and compliance  under other  applicable  Laws. The date on which
the Second Closing occurs shall be referred to as the "Second Closing Date."

                                  ARTICLE III
                REPRESENTATIONS AND WARRANTIES of THE STOCKHOLDER


         The Stockholder  hereby  represents and warrants to the Purchaser as of
October 29, 2004 as follows:

                                       4
<PAGE>

3.1      Title to the Shares.

         The Stockholder (i) is the lawful owner, of record and beneficially, of
all of the Shares,  and (ii) has good and marketable title to such Shares,  free
and clear of any and all Encumbrances  whatsoever and with no restriction on the
voting rights and other incidents of record and beneficial  ownership pertaining
to the Shares. The Stockholder is not the subject of any bankruptcy, insolvency,
fraudulent   conveyance,   reorganization,   moratorium  or  similar  Proceeding
affecting  creditors' rights and remedies generally.  Except for this Agreement,
there are no  Contracts  or other  understandings  or  arrangements  between the
Stockholder  and any other Person  (including any of the Company,  or any of the
Company's Subsidiaries) with respect to the acquisition,  disposition, transfer,
registration  or voting  of,  or any  other  matters  in any way  pertaining  or
relating  to,  any of the  capital  stock or  other  securities  of the  Company
(including the Shares owned by the Stockholder). The Stockholder do not have any
right whatsoever to receive or acquire any additional shares of capital stock or
other securities of the Company or any of its Subsidiaries.

3.2      Organization and Power.

         The Stockholder is an English limited company duly organized or formed,
validly existing, and in good standing under the Laws of the jurisdiction of its
incorporation or formation and has all requisite power and authority (corporate,
partnership  or otherwise) to own,  lease and operate its assets and  properties
and to carry on its  business as presently  conducted.  The  Purchaser  has been
furnished with true,  correct and complete copies of the  Stockholder's  Charter
Documents,  in each  case as  amended  and in  effect on and as of the date this
representation is being made and is deemed made hereunder.

3.3      Authority;  Authorization,  Execution and Delivery;  Enforceability; No
         Conflict.

         (a)      The  Stockholder  has  the  full  and  absolute  legal  right,
capacity,  power  and  authority  (if  applicable,   corporate,  partnership  or
otherwise) to execute,  deliver and perform its obligations under this Agreement
to  which  it  is or  will  be a  party,  and  to  consummate  the  transactions
contemplated  hereby and thereby.  The  Stockholder's  execution and delivery of
this  Agreement to which it is or will be a party,  and the  performance  by the
Stockholder  of its  obligations  hereunder and  thereunder,  have been duly and
validly  authorized  by all  requisite  action  on the part of such  Stockholder
(including  its  board  of  directors  and  all   committees   thereof  and  its
stockholders). This Agreement to which the Stockholder is or will be a party has
been,  or upon the  execution  hereof  and  thereof  will be,  duly and  validly
executed and delivered by the  Stockholder,  and this  Agreement is, or upon the
execution hereof and thereof will be, duly and validly executed and delivered by
the  Stockholder  and  constitutes,  or upon  the  Stockholder's  execution  and
delivery hereof and thereof, will constitute,  a valid and binding obligation of
the  Stockholder,  enforceable  against it in accordance  with their  respective
terms,  subject to applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and similar Laws  affecting  creditors'  rights and
remedies generally,  and, as to enforceability,  to general principles of equity
(regardless  of  whether  enforcement  is  sought in a  proceeding  at law or in
equity).

         (b)      Neither the execution and delivery by the  Stockholder of, nor
the performance of its obligations  under, this Agreement,  nor the consummation
by the Stockholder of the transactions  contemplated  hereby, nor the compliance
by the Stockholder with any of the provisions hereof, will (i) conflict with, or
result in any violation of, or cause a default (with or without  notice or lapse
of  time  or  both)  under,  any  provision  of  the  Company's  or  any  of its
Subsidiaries' Charter Documents, or, such Stockholder's Charter Documents,  (ii)
conflict  with,  or result  in any  violation  of,  or cause a default  (with or
without  notice  or lapse of time or both)  under,  or give rise to any right of
termination,   amendment,   cancellation  or  acceleration  of  any  obligations
contained in, or the loss of any benefit under, any term, condition or provision
of any provision of any Contract to which the Stockholder, the Company or any of
the Company's Subsidiaries is a party or by which the Stockholder,  the Company,
any of the Company's Subsidiaries,  or any of its, or their assets or properties
are or may be bound,  (iii) violate any Law applicable to the  Stockholder,  the
Company, or any of the Company's Subsidiaries,  or (iv) result in an Encumbrance
on or against any assets, rights or properties of the Stockholder,  the Company,
or any of the  Company's  Subsidiaries,  or on or against any  capital  stock or
other securities of the Company or any of its Subsidiaries,  or give rise to any
claim against the Company, any of the Company's Subsidiaries or the Purchaser.

3.4      Consents.

         Except as set forth on Schedule 3.4, no Permit, authorization,  consent
or  approval  of or by,  or any  notification  of or  filing  with,  any  Person

                                       5
<PAGE>

(governmental or private) is required for, as a result of, or in connection with
the execution,  delivery and performance by the Stockholder of this Agreement or
the consummation of the transactions contemplated hereby.

3.5      Brokers.

         The  Stockholder  has not employed any broker or finder or incurred any
Liability  for any  brokerage  fees,  commissions  or  finders'  fees or similar
compensation or transaction  based payments in connection with the  transactions
contemplated by this Agreement.

3.6      Investment Representations.

         (a)      The  Stockholder  acknowledges  and  agrees  that (i) the TIGR
Shares issued to the Stockholder  are to be held by the  Stockholder  solely for
its own account for  investment  purposes only and not for resale,  subdivision,
transfer, assignment, pledge or other disposition. The Stockholder does not have
any present plan or intention to sell,  subdivide,  transfer,  assign, pledge or
otherwise dispose of any part of the TIGR Shares issued to the Stockholder or to
enter  into any  Contract  or other  undertaking  or  arrangement  with  respect
thereto.

         (b)      The Stockholder has such knowledge and experience in financial
and business  matters that the  Stockholder  is capable of evaluating the merits
and risks of an investment in the TIGR Shares and the  Stockholder  can bear the
economic risk of such investment.  The Stockholder  acknowledges and agrees that
the Purchaser has made available to the  Stockholder and its attorneys and other
representatives   all  agreements,   documents,   records  and  books  that  the
Stockholder  has requested  relating to its  investment in the TIGR Shares.  The
Stockholder  further  acknowledges  and agrees that it has had an opportunity to
ask questions of, and to receive answers from,  individuals  acting on behalf of
the  Purchaser  concerning  the  Purchaser  and the terms and  conditions of the
Stockholder's  investment  in the TIGR Shares  hereunder,  and answers have been
provided to all of such questions to the full satisfaction of the Stockholder.

         (c)      The  Stockholder  has relied only upon such advice as may have
been  received  from  tax,  accounting,   legal  and  financial  advisors.   The
Stockholder has not received any assurances or  representations  from any Person
associated  with the Purchaser or its  Affiliates as to the benefits,  economic,
tax or otherwise, likely to result from its investment in the TIGR Shares.

         (d)      The  Stockholder   understands   that  there  are  substantial
restrictions on the  transferability  of the TIGR Shares,  that there will be no
public market for the TIGR Shares, and,  accordingly,  the Stockholder will need
to bear the economic risk of its investment for an indefinite period of time and
will not be readily able to liquidate its investment in case of emergency.

         (e)      The   Stockholder   understands   that  the  TIGR  Shares  are
restricted  securities under the Securities Act and that they may not be resold,
subdivided,  transferred, assigned, pledged or otherwise disposed of unless they
are first  registered  under the federal  securities Laws or unless an exemption
from such registration is available. The TIGR Shares are subject to registration
rights pursuant to which the Purchaser agrees to register the TIGR Shares issued
to the  Stockholder  upon  the  Purchaser's  filing  with  the  Commission  of a
registration statement pursuant to which such TIGR Shares may be registered with
the  Commission  in a secondary  offering at anytime  following  the date of the
execution of this  Agreement.  The Purchaser  also agrees and covenants to treat
all TIGR Shares used as payment  for this  Agreement,  in the same manner as all
other TIGR Shares with respect to share  splits,  reverse  splits,  pre-emption,
rights  issues  and any other  share  event  which may  effect  the TIGR  Shares
generally.

         (f)      Except as set forth in Section 3.6(e) above,  the  Stockholder
understands  that the  Purchaser  has no obligation or intention to register the
TIGR Shares.

         (g)      The  Stockholder  is not a Person  that is, or would cause the
Purchaser  to be,  disqualified  pursuant  to Rule  262  promulgated  under  the
Securities Act.

         (h)      The Stockholder  understands  that the Purchaser is relying on
the  representations and warranties set forth in this Section 3.6 in issuing the
TIGR Shares to the Stockholder.

         (i)      As  of  the  First  Closing  Date,   the   Stockholder  is  an
"accredited  investor" as defined in Rule 501 of Regulation D promulgated  under
the  Securities  Act due to the fact that the  Stockholder  was  formed  for the

                                       6
<PAGE>

purpose of  acquiring  the TIGR  Shares and all of the holders of the issued and
outstanding  share  capital of the  Stockholder  are  "accredited  investors" as
defined in Rule 501 of Regulation D promulgated  under the Securities Act, as at
First Closing Date.

                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES of the seller group


         Each member of the Seller Group hereby jointly and severally represents
and warrants to the Purchaser as of October 29, 2004 as follows:

4.1      Organization, Power, Authority and Good Standing.

         The  Company  and  each  of  its  Subsidiaries  are  corporations  duly
organized,  validly  existing and in good standing under the respective  Laws of
the  jurisdiction  of  their  incorporation  and have all  requisite  power  and
authority  (corporate or otherwise) to own,  lease and operate their  respective
assets and properties and to carry on their respective  businesses (all of which
collectively comprise the Business) as presently conducted. The Company and each
of its Subsidiaries are duly qualified and in good standing to transact business
as a foreign  Person in those  jurisdictions  set forth on Schedule  4.1,  which
jurisdictions  constitute all of the jurisdictions in which the character of the
property  owned,  leased or operated by the Company or such  Subsidiaries or the
nature  of  the  business  or  activities  conducted  by  the  Company  or  such
Subsidiaries  makes  such  qualification   necessary.  The  Purchaser  has  been
furnished with true, correct and complete copies of the Charter Documents of the
Company and each of its  Subsidiaries,  in each case as amended and in effect on
and as of the  date  this  representation  is  being  made  and is  deemed  made
hereunder.  Except as set forth on Schedule 4.1,  neither the Company nor any of
its  Subsidiaries  has (i) engaged in any  business  or activity  other than the
Business, or (ii) used any trade name or assumed name or other corporate name at
any time.

4.2      Authority;  Authorization,  Execution and Delivery;  Enforceability; No
         Conflict.

         (a)      The Company has all requisite  power and authority  (corporate
or  otherwise)  to  execute,  deliver and  perform  its  obligations  under this
Agreement,  and to consummate the transactions  contemplated hereby and thereby.
The Company's  execution and delivery of this Agreement,  and the performance by
the Company of its  obligations  hereunder  and  thereunder,  have been duly and
validly authorized by all requisite action on the part of the Company (including
its board of directors and all committees  thereof and its  stockholders).  This
Agreement is or will be a party has been, or upon the Company's execution hereof
and thereof will be, duly and validly  executed and delivered by the Company and
constitutes,  or upon the Company's  execution  and delivery  hereof and thereof
will  constitute,  a valid and binding  obligation  of the Company,  enforceable
against  the  Company in  accordance  with their  respective  terms,  subject to
applicable  bankruptcy,   insolvency,  fraudulent  conveyance,   reorganization,
moratorium and similar Laws affecting  creditors' rights and remedies generally,
and,  as to  enforceability,  to general  principles  of equity  (regardless  of
whether enforcement is sought in a proceeding at law or in equity).

         (b)      Neither  the  execution  and  delivery  by the Company and the
Stockholder of, nor the performance of their respective  obligations under, this
Agreement,  nor the  consummation  by the  Company  and the  Stockholder  of the
transactions  contemplated  hereby,  nor the  compliance  by the Company and the
Stockholder with any of the provisions hereof, will (i) conflict with, or result
in any violation of, or cause a default (with or without notice or lapse of time
or both)  under,  any  provision of the  Company's  or any of its  Subsidiaries'
Charter Documents, (ii) conflict with, or result in any violation of, or cause a
default (with or without notice or lapse of time or both) under, or give rise to
any  right  of  termination,  amendment,  cancellation  or  acceleration  of any
obligations  contained in, or the loss of any benefit under, any term, condition
or provision of any provision of any Contract to which the Company or any of its
Subsidiaries is a party,  or by which the Company or any of its  Subsidiaries or
any of their respective assets or properties are or may be bound,  (iii) violate
any Law applicable to the Company or any of its Subsidiaries,  or (iv) result in
an Encumbrance on or against any assets,  rights or properties of the Company or
any of its Subsidiaries,  or on or against any capital stock or other securities
of the Company or any of its Subsidiaries, or give rise to any claim against the
Company, any of the Company's Subsidiaries or the Purchaser.

4.3      Consents.

         Except as set forth on Schedule 4.3, no Permit, authorization,  consent
or  approval  of  or  by,  or   notification  of  or  filing  with,  any  Person
(governmental  or  otherwise)  is required for, as a result of, or in connection
with the execution, delivery and performance by the Company of this Agreement or
the consummation of the transactions contemplated hereby.

                                       7
<PAGE>

4.4      Capitalization.

         (a)      The  authorized  capital  stock of the Company and each of its
Subsidiaries is set forth on Schedule 4.4(a), which schedule also sets forth the
total number of  outstanding  shares of capital stock of the Company and each of
its  Subsidiaries and options to acquire shares of capital stock of the Company.
All such  outstanding  shares and options to acquire  shares of capital stock of
the  Company  disclosed  on  Schedule  4.4(a)  are duly and  validly  issued and
outstanding, fully paid and non-assessable,  with no personal Liability attached
to the  ownership  thereof,  and are  held of  record  and  beneficially  by the
Persons,  and in the respective amounts,  set forth on Schedule 4.4(a),  without
Encumbrance  except as noted in Section  4.4(b).  On the First Closing Date, the
Stockholder  will  be  the  legal  owner  of at  least  80% of  the  issued  and
outstanding shares of Stock. On the Second Closing Date, the Stockholder will be
the legal owner of all 100% of the issued and outstanding  shares of Stock, on a
fully diluted basis, as if all outstanding Options, warrants,  convertible loans
or other  rights  for the  purchase  of shares of capital  stock or  convertible
securities of the Company had been fully (a) exercised immediately prior to such
issuance (and the resulting  securities fully converted into shares of Stock, if
so  convertible)  as of such date or (b)  released  or lapsed as of such date so
that such Options, warrants,  convertible loans or other rights may no longer be
exercised.

         (b)      Except  as  set  forth  on  Schedule  4.4(a),   there  are  no
outstanding securities that are convertible into,  exchangeable for, or carrying
the  right to  acquire,  any  equity  securities  of the  Company  or any of its
Subsidiaries,  or subscriptions,  warrants,  options,  calls, puts,  convertible
securities, registration or other rights, arrangements or commitments obligating
the Company or any of its  Subsidiaries to issue,  sell,  register,  purchase or
redeem any of its  respective  securities  or any  ownership  interest or rights
therein.  Except  as set  forth on  Schedule  4.4(b),  there  are no  Contracts,
commitments,   arrangements,   understandings   or  restrictions  to  which  the
Stockholder,  or any other Person is bound  relating in any way to any shares of
capital  stock or other  securities  of the Company or any of its  Subsidiaries,
including  voting trusts or other  similar  agreements  or  understandings  with
respect to the voting of the Company's or any of its Subsidiaries' capital stock
or other  securities.  There are no stock  appreciation  rights,  phantom  stock
rights,  or  similar  rights or  arrangements  outstanding  with  respect to the
Company or any of its Subsidiaries.

         (c)      All   securities   issued  by  the   Company  or  any  of  its
Subsidiaries have been issued in transactions exempt from registration under all
applicable federal and state securities Laws, and neither the Company nor any of
its Subsidiaries has violated any applicable federal or state securities Laws in
connection with the issuance of any such securities.

4.5      Subsidiaries; Investments.

         Except as set forth on Schedule 4.5, neither the Company nor any of its
Subsidiaries  owns or holds,  directly or indirectly,  any equity interest in or
debt obligation of (excluding accounts receivable arising in the ordinary course
of business, consistent with past practice) any other Person.

4.6      Financial Information.

         (a)      Schedule 4.6(a) contains true,  correct and complete copies of
the following:

                  (i)      the  audited   consolidated  balance  sheets  of  the
         Company and its  Subsidiaries  as of June 30, 2004 (the "Annual Balance
         Sheet";  and such date being  referred to as the "Annual  Balance Sheet
         Date"),  June 30,  2003,  and June 30,  2002,  and the related  audited
         consolidated statements of income,  stockholders' equity and cash flows
         of the Company and its  Subsidiaries  for the fiscal  years then ended,
         including any footnotes  and schedules  thereto (all of the  foregoing,
         including the Annual  Balance Sheet being  collectively  referred to as
         the "Annual Financial Statements");

                  (ii)     the  unaudited  consolidated  balance  sheets  of the
         Company and its Subsidiaries as of August 31, 2004, and each subsequent
         month then ended  through the First  Closing  Date  (collectively,  the
         "Interim Balance Sheets"), and the unaudited consolidated statements of
         income,  stockholders'  equity  and cash flows of the  Company  and its
         Subsidiaries  for the period then ended,  and each  subsequent  monthly
         period then ended through the First Closing Date, including any and all
         footnotes and schedules  thereto (all of the  foregoing,  including the
         Interim Balance Sheets, being collectively  referred to as the "Interim
         Financial Statements"); and

                  (iii)    the  unaudited  consolidated  balance  sheet  of  the
         Company and its Subsidiaries as of August 31, 2004 (the "Latest Balance

                                       8
<PAGE>

         Sheet";  and such date being  referred to as the "Latest  Balance Sheet
         Date"),   and  the   unaudited   consolidated   statements  of  income,
         stockholders' equity and cash flows of the Company and its Subsidiaries
         for  the  period  then  ended,  including  any and  all  footnotes  and
         schedules  thereto (all of the foregoing,  including the Latest Balance
         Sheet,  being  collectively   referred  to  as  the  "Latest  Financial
         Statements"; and the Annual Financial Statements, the Interim Financial
         Statements  and the  Latest  Financial  Statements  being  collectively
         referred to as the "Financial Statements").

         (b)      The Financial  Statements (i) are true,  correct and complete,
(ii) fairly present in all material respects the consolidated financial position
of the Company and each of its  Subsidiaries  as of the dates  indicated and the
consolidated  results of operations of the Company and each of its  Subsidiaries
for the periods indicated,  (iii) have been prepared in accordance with GAAP (to
the extent GAAP has been correctly applied)  consistently applied throughout the
periods covered thereby  (subject to the absence of footnotes and schedules that
may be  required by GAAP and,  in the case of the Latest  Financial  Statements,
normal  year-end  adjustments  that  are  not  material  individually  or in the
aggregate), and (iv) are in accordance with the books and records of the Company
and each of its  Subsidiaries,  which books and  records  are true,  correct and
complete  and have  been  maintained  in a  manner  consistent  with  historical
practice.

         (c)      Schedule 4.6(c) contains a true,  correct and complete summary
of all accounts payable, accrued expenses and accounts receivable of the Company
and each of its Subsidiaries as of the most recent practicable date prior to the
date hereof,  which  schedule sets forth the name of the account  debtor (in the
case of  accounts  receivable)  or  account  creditor  (in the case of  accounts
payable)  and the amount owed by such  account  debtor or owing to such  account
creditor  (identifying  the portion of such amount that is current,  thirty (30)
days past due,  sixty (60) days past due,  ninety  (90) days past due,  and more
than ninety (90) days past due).

4.7      Absence of Undisclosed Liabilities.

         Except as set forth on Schedule 4.7, neither the Company nor any of its
Subsidiaries has any Liability  except (i) to the extent expressly  reflected or
reserved against on the Latest Balance Sheet,  (ii) Liabilities  under Contracts
(other  than any  Liability  arising  from any  breach or  violation  thereof or
default  thereunder),  and (iii) Liabilities  incurred in the ordinary course of
business,  consistent  with past  practice,  since the Latest Balance Sheet Date
(other  than any such  Liability  arising  from any breach or  violation  of, or
default  under,  any  Contract,  or arising from any breach of  warranty,  tort,
infringement,  or  violation  of any Law or any  Proceeding).  There are no loss
contingencies  (as  such  term is  used in  Statement  of  Financial  Accounting
Standards  No. 5 issued by the  Financial  Accounting  Standards  Board in March
1975)  of or  affecting  the  Company  or any of its  Subsidiaries  that are not
adequately  provided  for or  disclosed  on the Latest  Balance  Sheet or in the
footnotes or schedules thereto.  Neither the Company nor any of its Subsidiaries
has,  either  expressly  or by  operation  of Law,  assumed  or  undertaken  any
Liability of any other  Person,  including  any  obligation  for  corrective  or
remedial action relating to Environmental, Health and Safety Laws.

4.8      Absence of Changes.

         Since the Latest  Balance  Sheet Date,  except as set forth on Schedule
4.8, the Company and each of its Subsidiaries have been operated in the ordinary
course of business, consistent with past practice, and there has not been:

                  (i)      any event or condition  that has resulted in or could
         reasonably be expected to result in an adverse  change in the business,
         operations,  assets,  condition  (financial  or  otherwise),  operating
         results, liabilities, relations with employees, customers, suppliers or
         prospects  of the Company or any of its  Subsidiaries,  or any casualty
         loss or damage to the assets or properties of the Company or any of its
         Subsidiaries,  whether or not covered by insurance (a "Material Adverse
         Change");

                  (ii)     any  declaration,  setting  aside or  payment  of any
         dividend or other  distribution  with  respect to any shares of capital
         stock or other securities of the Company or any of its Subsidiaries, or
         any direct or indirect redemption, purchase or other acquisition of any
         capital  stock  or  other  securities  of  the  Company  or  any of its
         Subsidiaries,   or  any  other  payments  of  any  nature  directly  or
         indirectly to or for the benefit of the Stockholder or any Affiliate of
         the Company (whether or not on or with respect to any shares of capital
         stock or other  securities  of the  Company or any of its  Subsidiaries
         owned  by the  Stockholder  or  Affiliate),  other  than  salaries  and
         benefits paid in the ordinary course of business,  consistent with past
         practice;

                                       9
<PAGE>

                  (iii)    any general uniform  increase in the  compensation of
         employees  (including  any  increase  pursuant  to any bonus,  pension,
         profit-sharing  or other plan or  commitment)  of the Company or any of
         its  Subsidiaries,  or  any  increase  in or  prepayment  of  any  such
         compensation  payable to or to become payable to any director,  officer
         or key employee;

                  (iv)     any   acquisition   or   disposition   of  assets  or
         properties owned by the Company or any of its Subsidiaries,  other than
         in the ordinary course of business, consistent with past practice;

                  (v)      any  agreement  or  commitment  on  the  part  of the
         Company or any of its Subsidiaries to merge,  amalgamate or consolidate
         with or into,  or  otherwise  acquire,  any other  Person  or  division
         thereof;

                  (vi)     any change in depreciation  or amortization  policies
         or  rates  previously   adopted,   any  change  in  income  or  expense
         recognition  or bad debt  reserve,  write-down  or  write-off  policies
         previously adopted, any material write-up or write-down of inventory or
         other  assets  or  any  other  change  in  other  accounting  or in Tax
         reporting or methods or practices followed by the Company or any of its
         Subsidiaries;

                  (vii)    any  change  in  the  manner  in  which  products  or
         services  of  the  Company  or any of  its  Subsidiaries  are  marketed
         (including any change in prices), any change in the manner in which the
         Company  or any of its  Subsidiaries  extends  discounts  or  credit to
         customers, or any change in the manner or terms by which the Company or
         any of its Subsidiaries  collects  accounts  receivable,  except in the
         ordinary course of business and which would not have a Material Adverse
         Effect;

                  (viii)   any failure by the Company or any of its Subsidiaries
         to make scheduled capital  expenditures or investments,  or any failure
         to pay trade accounts  payable or any other Liability of the Company or
         any of its Subsidiaries when due; or

                  (ix)     any Contract or other  understanding  or  arrangement
         (other than this Agreement),  whether in writing or otherwise,  to take
         any of the  actions  specified  in the  foregoing  clauses  (i) through
         (viii).

4.9      Tax Matters.

         (a)      Except as set forth on Schedule 4.9(a),  the Company,  each of
its Subsidiaries, and each other Person included in any consolidated or combined
Tax Return and part of an affiliated  group,  within the meaning of Section 1504
of the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  of which the
Company or any of its Subsidiaries is or has been a member:

                  (i)      has  timely  paid  or  caused  to be paid  all  Taxes
         required  to be paid by it through  the date hereof and as of the First
         Closing Date (including any Taxes shown due on any Tax Return);

                  (ii)     has  filed or  caused  to be  filed  in a timely  and
         proper manner (within any applicable extension periods) all Tax Returns
         required to be filed by it with the appropriate  Governmental  Entities
         in all  jurisdictions  in which such Tax  Returns  are  required  to be
         filed; and

                  (iii)    has not  requested  or  caused  to be  requested  any
         extension of time within which to file any Tax Return, which Tax Return
         has not since been filed.

         (b)      The Company has  previously  delivered to the Purchaser  true,
correct  and  complete  copies of all Tax  Returns  filed by or on behalf of the
Company and each of its  Subsidiaries for all completed Tax years of the Company
or such  Subsidiary  that remain open for audit or review by the relevant Taxing
authority. All such Tax Returns were true, correct and complete.

         (c)      Except as set forth in Schedule 4.9(c):

                  (i)      neither the Company nor any of its  Subsidiaries  has
         been  notified  by the  Internal  Revenue  Service or any other  Taxing
         authority  that any issues  have been  raised  (and no such  issues are
         currently  pending) by the Internal Revenue Service or any other Taxing

                                       10
<PAGE>

         authority  in  connection  with any Tax Return of the Company or any of
         its  Subsidiaries,  there are no pending Tax audits with respect to the
         Company  or any of its  Subsidiaries,  and no waivers  of  statutes  of
         limitations  related to Taxes have been given or requested with respect
         to the Company or any of its Subsidiaries;

                  (ii)     full and adequate  provision has been made (A) on the
         Latest  Balance  Sheet for all Taxes payable by the Company and each of
         its  Subsidiaries  for all  periods  ending  on or prior to the  Latest
         Balance Sheet Date, and (B) on the books and records of the Company and
         each of its  Subsidiaries for all Taxes payable by the Company and such
         Subsidiaries  for all periods  beginning on or after the Latest Balance
         Sheet Date;

                  (iii)    neither the Company nor any of its  Subsidiaries  has
         incurred any Tax Liability from and after the Latest Balance Sheet Date
         other  than  Taxes  incurred  in  the  ordinary   course  of  business,
         consistent with past practice;

                  (iv)     neither the Company nor any of its  Subsidiaries  (A)
         is,  or  has  made  an  election  to  be  treated  as,  a   "consenting
         corporation"  under Section 341(f) of the Code, or (B) is, or has been,
         a "personal  holding  company" within the meaning of Section 542 of the
         Code;

                  (v)      the  Company  and  each  of  its  Subsidiaries   have
         complied  in all  respects  with all  applicable  Laws  relating to the
         collection  or  withholding  of Taxes  (including  sales  Taxes and the
         withholding of Taxes from the wages of employees);

                  (vi)     neither the Company nor any of its  Subsidiaries  is,
         or has ever  been,  a party to any Tax  sharing,  indemnity  of similar
         agreement with any Person;

                  (vii)    neither the Company nor any of its  Subsidiaries  has
         incurred any Liability to make or possibly  make any  payments,  either
         alone or in conjunction with any other payments, that:

                           (A)      are not deductible under, or would otherwise
                  constitute  a  "parachute  payment"  within  the  meaning  of,
                  Section  280G of the Code (or any  corresponding  provision of
                  domestic or foreign income Tax Law); or

                           (B)      are or may be subject to the  imposition  of
                  an excise Tax under Section 4999 of the Code;

                  (viii)   neither the Company nor any of its  Subsidiaries  has
         agreed to, or is required to, make any  adjustments  or changes  either
         on, before or after the First Closing Date, to its  accounting  methods
         pursuant to Section 481 of the Code, and the Internal  Revenue  Service
         has not  proposed  any such  adjustments  or changes in the  accounting
         methods of the Company or any such Subsidiary;

                  (ix)     to the  knowledge of the Seller  Group,  no claim has
         ever been made by any Taxing  authority in a jurisdiction  in which the
         Company or any of it  Subsidiaries  does not file Tax Returns  that the
         Company or any such  Subsidiary  is, or may be subject to,  taxation by
         that jurisdiction; and

                  (x)      neither the Company,  nor any of its Subsidiaries nor
         any  Stockholder  is a foreign  Person  within  the  meaning of Section
         1.1445-2(b) of the rules and regulations promulgated under Section 1445
         of the Code.

4.10     Title to Assets, Properties and Rights and Related Matters.

         (a)      The Company and each of its Subsidiaries,  as applicable, have
good and marketable title (or a valid leasehold  interest) to all of the assets,
properties and interests in properties,  real,  personal or mixed,  reflected on
the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except
for assets or properties sold or otherwise  disposed of since the Latest Balance
Sheet Date in the ordinary  course of business,  consistent  with past practice,
and accounts  receivable  and notes  receivable  paid in full  subsequent to the
Latest Balance Sheet Date in the ordinary  course of business,  consistent  with
past practice),  free and clear of all  Encumbrances,  of any kind or character,
except  for those  Encumbrances  set forth on  Schedule  4.10(a)  and  Permitted
Encumbrances.  Such assets are in good  operating  condition and repair  (normal
wear and tear  excepted),  are  sufficient  to operate the Business as presently
conducted and as presently  proposed to be conducted,  are suitable for the uses
for which they are used in the  Business,  and are not subject to any  condition
that materially  interferes with the economic value or use thereof. With respect
to any  leased  assets,  such  assets  are in such  condition  as to permit  the
surrender thereof to the lessors  thereunder on the date hereof without any cost

                                       11
<PAGE>

or expense for repair or restoration as if the related leases were terminated or
expired on the date hereof in the ordinary  course of business,  consistent with
past practice.

         (b)      Schedule  4.10(b)  contains a  materially  true,  correct  and
complete list of all tangible personal property owned by the Company and each of
its  Subsidiaries  as of the  First  Closing  Date.  Except  for any  inventory,
supplies,  equipment,  tractors,  trailers  and  automobiles  in  transit in the
ordinary  course of  business,  consistent  with  past  practice,  all  tangible
personal  property listed on Schedule 4.10(b) is located on the Company's or its
Subsidiaries' premises listed on Schedule 4.11(a).

4.11     Real Property - Owned or Leased.

         (a)      Schedule 4.11(a) contains a list and brief  description of all
of the real  property  owned,  leased,  subleased or  otherwise  occupied by the
Company  or any of its  Subsidiaries.  The  description  of each  parcel of real
property  subject to one or more leases (the  "Leased  Property")  includes  the
names of the  lessor  and the  lessee  and the  basic  terms  thereof.  The real
property  listed on  Schedule  4.11(a)  constitutes  all real  property  used or
occupied  by the  Company  or any of its  Subsidiaries  in  connection  with the
Business.

         (b)      With respect to the real property listed on Schedule  4.11(a),
except as set forth on Schedule 4.11(b):

                  (i)      no  portion  of the real  property  is subject to any
         pending condemnation or other Proceeding,  and, to the knowledge of the
         Seller Group,  there is no threatened  condemnation or other Proceeding
         with respect thereto;

                  (ii)     the  physical  condition  of  the  real  property  is
         sufficient to permit the continued conduct of the Business as presently
         conducted  and as presently  proposed to be  conducted,  subject to the
         provision of usual and customary  maintenance and repairs  performed in
         the ordinary course of business,  consistent  with past practice,  with
         respect to similar properties of like age and construction;

                  (iii)    the  Company  and its  Subsidiaries,  as  applicable,
         indicated on Schedule  4.11(b) are the fee owners of the real  property
         or the owners and holders of all the leasehold  estates purported to be
         granted  by  the  leases  associated  with  the  Leased  Property,   as
         applicable;

                  (iv)     there are no Contracts  to which the Company,  any of
         its  Subsidiaries,  or any of their  respective  Affiliates is a party,
         granting to any party or parties the right of use or  occupancy  of any
         portion of the real property;

                  (v)      there are no parties  (other than the Company and its
         Subsidiaries) in possession of any portion of the real property; and

                  (vi)     no notice of any increase in the  assessed  valuation
         of any portion of the real  property and no notice of any  contemplated
         special assessment with respect to any portion of the real property has
         been  received by the Company or any of its  Subsidiaries,  and, to the
         knowledge  of the Seller  Group,  there is no  threatened  increase  in
         assessed valuation or threatened  special assessment  pertaining to any
         portion of the real property.

4.12     Intellectual Property.

         (a)      Except as set forth on Schedule 4.12(a):

                  (i)      the  Company  and  each  of  its   Subsidiaries,   as
         applicable,  own, have the right to use, sell,  license and dispose of,
         and  have the  right to bring  actions  for the  infringement  of,  all
         Intellectual  Property  Rights used in,  necessary for, or required for
         the conduct of the  Business as  presently  conducted  and as presently
         proposed to be conducted (collectively,  the "Owned Requisite Rights"),
         other than those Intellectual  Property Rights for which the Company or
         any such  Subsidiary  has a valid  license,  all of which are listed on
         Schedule 4.12(a)  (collectively,  the "Licensed Requisite Rights";  and
         together with the Owned Requisite Rights, the "Requisite Rights"),  and
         such rights to use,  sell,  license,  dispose of and bring  actions are
         exclusive with respect to the Owned Requisite Rights;

                                       12
<PAGE>

                  (ii)     neither the Company nor any of its  Subsidiaries  has
         granted any Person the right to use any of the Owned Requisite Rights;

                  (iii)    there exists no material default,  or any event which
         upon the giving of notice or the passage of time,  or both,  would give
         rise to a  material  claim of a default  by the  Company  or any of its
         Subsidiaries  under the licenses granting the Company and/or any of its
         Subsidiaries the Licensed Requisite Rights;

                  (iv)     the Company and each of its  Subsidiaries  have taken
         all commercially reasonable and practicable steps designed to safeguard
         and maintain (A) the secrecy and  confidentiality  of the Company's and
         its  Subsidiaries'  Confidential  Information,  and (B) the proprietary
         rights  of the  Company  and  each  of its  Subsidiaries  in all of the
         Requisite Rights;

                  (v)      to the  knowledge  of the Seller  Group,  neither the
         Company nor any of its  Subsidiaries  has  interfered  with,  infringed
         upon,   misappropriated  or  otherwise  come  into  conflict  with  any
         Intellectual  Property  Rights of any Person or  committed  any acts of
         unfair  competition  or received from any Person in the past five years
         any notice, charge, complaint,  claim or assertion thereof, and no such
         charge,  complaint,  claim or assertion is impliedly  threatened  by an
         offer to license from another Person; and

                  (vi)     neither the Company nor any of its  Subsidiaries  has
         sent to any Person in the past five years, or otherwise communicated to
         any Person, any notice, charge, complaint,  claim or other assertion of
         any present,  impending or threatened  interference with,  infringement
         upon,  misappropriation  of, or other  conflict  with any  Intellectual
         Property Rights of the Company or any of its Subsidiaries by such other
         Person or any acts of unfair competition by such other Person,  nor, to
         the  knowledge  of  the  Seller  Group,   is  any  such   interference,
         infringement,  misappropriation,  conflict or act of unfair competition
         occurring or threatened.

         (b)      Schedule 4.12(b) contains a true, correct and complete list of
all applications, filings and other formal actions made or taken pursuant to any
Laws by the Company and/or any of its  Subsidiaries  to perfect or protect their
respective interests in their respective Intellectual Property Rights.

4.13     Agreements, No Defaults, Etc.

         (a)      Schedule  4.13(a)  contains a true,  correct and complete list
and a brief description of all material Contracts to which the Company or any of
its  Subsidiaries  is a party and (x) that were entered into or made outside the
ordinary  course of business,  consistent  with past practice,  or (y) that were
entered into or made in the ordinary  course of business,  consistent  with past
practice,  and are described in clauses (i) through  (xiii) of the next sentence
of this  Section  4.13.  Except as set forth on  Schedule  4.13(a),  neither the
Company nor any of its Subsidiaries is a party to any of the following  material
Contracts:

                  (i)      distributorship,  dealer, sales, advertising, agency,
         manufacturer's  representative,  or any other Contract  relating to the
         payment of a commission;

                  (ii)     any  Contract  relating  to  the  employment  of  any
         officer,  employee or consultant or any other type of Contract or other
         understanding or arrangement with any officer,  employee or consultant,
         including any Contract or other  understanding or arrangement  relating
         to severance payments;

                  (iii)    any  indenture,   mortgage,   promissory  note,  loan
         agreement,  pledge  agreement,  guaranty or  conditional  sale or other
         Contract  relating  to the  borrowing  of money,  a line of credit or a
         Capital Lease;

                  (iv)     any Contract for charitable  contributions  in excess
         of $5,000 individually or $10,000 in the aggregate;

                  (v)      any  Contract for capital  expenditures  in excess of
         $10,000 individually or $50,000 in the aggregate;

                  (vi)     any Contract  for the sale of any assets,  properties
         or rights  other than the sale of services or products in the  ordinary
         course of business, consistent with past practice;

                                       13
<PAGE>

                  (vii)    any Contract  pursuant to which the Company or any of
         its  Subsidiaries  is a lessee of or holds or operates  any  machinery,
         equipment,  motor  vehicles,  office  furniture,   fixtures,  products,
         merchandise  or other  personal  property  owned by any other Person in
         excess of $10,000 individually or $50,000 in the aggregate;

                  (viii)   any Contract  relating to the lending or investing of
         funds;

                  (ix)     any  Contract  relating  to any  form  of  intangible
         property, including any Intellectual Property Rights;

                  (x)      any Contract that restricts the Company or any of its
         Subsidiaries  from  engaging in any aspect of the Business or any other
         business anywhere in the world;

                  (xi)     any Contract or group of related  Contracts  with the
         same Person or group of Affiliated Persons  (excluding  purchase orders
         entered into in the ordinary  course of business,  consistent with past
         practice, that are to be completed within three months of entering into
         such purchase  orders) for the purchase or sale of products or services
         under which the  undelivered or unperformed  balance or portion thereof
         (including the aggregate  undelivered or unperformed balance or portion
         under any such Contracts between the same Person and the Company or any
         of its Subsidiaries) has a selling price in excess of $50,000;

                  (xii)    any Contract for the  acquisition or disposition of a
         Person or a division of a Person made within the  preceding  five years
         (whether or not such acquisition or disposition was consummated); or

                  (xiii)   any other material Contract material to the Business.

         (b)      The Contracts  disclosed on Schedule  4.4(b),  the leases (and
any other Contracts)  disclosed on Schedule 4.11(a), the licenses (and any other
Contracts)  disclosed on Schedule 4.12(a), the insurance policies (and any other
Contracts)  disclosed  on  Schedule  4.16(a),  and the  Contracts  disclosed  on
Schedule 4.21 are  incorporated  by reference  onto Schedule 4.13. The Contracts
disclosed  on  Schedule  4.13,  together  with  the  Contracts  incorporated  by
reference  onto Schedule  4.13,  are  collectively  referred to as the "Material
Contracts."

         (c)      All Material Contracts (i) are in full force and effect,  (ii)
constitute  legal,  valid and  binding  obligations  of the  Company  and/or its
Subsidiaries that are parties thereto and, to the knowledge of the Seller Group,
the other parties  thereto,  and (iii) are  enforceable in accordance with their
terms against the Company and/or its Subsidiaries  that are parties thereto and,
the other  parties  thereto,  in each case  subject  to  applicable  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar Laws
affecting  creditors'  rights  and  remedies  generally,   and  subject,  as  to
enforceability,   to  general   principles  of  equity  (regardless  of  whether
enforcement is sought in a proceeding at law or in equity). The Company and each
of its Subsidiaries have performed all of the respective obligations required to
be  performed by them to date  pursuant to the terms of the Material  Contracts,
and there exists no default, or any event which upon the giving of notice or the
passage  of time,  or both,  would  give  rise to a claim  of a  default  in the
performance  by the Company or any of its  Subsidiaries  or, to the knowledge of
the Seller  Group,  any other party to any of the  Material  Contracts  of their
respective obligations  thereunder.  The Purchaser has been furnished with true,
correct and  complete  copies of all written  Material  Contracts  and  Schedule
4.13(a) (including  Contracts  incorporated by reference thereon) contains true,
correct  and  complete  descriptions  of all oral  Contracts  listed on Schedule
4.13(a) (including Contracts incorporated by reference thereon).

         (d)      Schedule 4.13(d) contains a true, correct and complete list of
all Funded  Indebtedness  of the Company and each of its  Subsidiaries,  in each
case showing the aggregate principal amount thereof (and the aggregate amount of
any undrawn  commitments with respect thereto),  the name of the lender, and the
name of the respective borrower and any other Person that directly or indirectly
guaranteed such Funded Indebtedness.

4.14     Litigation, Etc.

         (a)      Except as  disclosed  on  Schedule  4.14(a),  there are no (i)
Proceedings pending or, to the knowledge of the Seller Group, threatened against
the Company or any of its  Subsidiaries,  whether at law or in equity,  civil or
criminal in nature, or before or by any Governmental Entity or arbitrator,  nor,
to the knowledge of the Seller Group,  does there exist any basis  therefor,  or
(ii) Orders of any Governmental  Entity or arbitrator with respect to, involving
or against the Company or any of its  Subsidiaries.  The Company and each of its

                                       14
<PAGE>

Subsidiaries  have  delivered  to  the  Purchaser  all  material  documents  and
correspondence relating to the matters disclosed on Schedule 4.14(a).

         (b)      Schedule  4.14(b)  lists  each  matter  described  in  Section
4.14(a) that (i) resulted in any criminal  sanctions  against the Company or any
of its  Subsidiaries,  or (ii) was in  existence  within the last five years and
resulted  in  payments  in  excess  of  $10,000  by  the  Company  or any of its
Subsidiaries  (whether as a result of a  judgment,  civil  fine,  settlement  or
otherwise).

4.15     Compliance with Laws.

         The  Company  and each of its  Subsidiaries  (a) have  complied  in all
material respects with, and are in compliance with, all Laws, Orders and Permits
applicable to them and the Business,  and (b) have all Permits used or necessary
in the conduct of the Business.  All of the material  Permits referred to in the
preceding sentence are listed on Schedule 4.15 and are in full force and effect.
No  violations  with respect to any of the material  Permits  listed on Schedule
4.15 have  occurred or are or have been  recorded,  and no Proceeding is pending
or, to the knowledge of the Seller Group, threatened to revoke or limit any such
Permits.  No investigation or review by any Governmental  Entity with respect to
the Company or any of its  Subsidiaries  is pending or, to the  knowledge of the
Seller Group,  threatened,  nor has any Governmental Entity notified the Company
or any of its  Subsidiaries  of its  intention to conduct the same.  Neither the
Company nor any of its  Subsidiaries  has received any opinion or  memorandum or
legal advice from legal  counsel to the effect that it is exposed,  from a legal
standpoint,  to any  Liability  or  disadvantage  that  may be  material  to its
business, financial condition, operations, property or affairs. No member of the
Seller Group is aware of any proposed Law that would  materially  and  adversely
affect the Company or any of its Subsidiaries in, conducting the Business in any
jurisdiction in which the Company or any such Subsidiary is presently conducting
business.

4.16     Insurance.

         (a)      Schedule 4.16(a) contains a true, correct and complete list of
all policies of liability,  theft,  fidelity,  life,  fire,  product  liability,
cargo, workers' compensation,  health and other forms of insurance held by or on
behalf of the Company or any of its Subsidiaries (specifying the insurer, amount
of coverage,  basis of coverage (i.e.,  "occurrence" or "claims made"),  type of
insurance, policy number and any pending claims thereunder).  All such coverages
have been  maintained  at all times  during the course of the  operation  of the
Business.  The Company and each of its Subsidiaries is insured against all risks
usually insured against by Persons  conducting  similar businesses and operating
similar  properties  in the  localities  where the Business is conducted and the
properties of the Company and its  Subsidiaries  are located,  under policies of
such types and in such amounts as are customarily carried by such Persons.

         (b)      Except as set forth on Schedule 4.16(b),  with respect to each
policy of insurance  listed on Schedule  4.16(a):  (i) all premiums with respect
thereto are  currently  paid and to the knowledge of the Company are not subject
to  adjustment,  (ii)  neither  the Company  nor any of its  Subsidiaries  is in
default in any respect with  respect to its  respective  obligations  under such
policy,  (iii) to the knowledge of the Seller Group,  no basis exists that would
give any  insurer  under any such  policy  the  right to cancel or  unilaterally
reduce or limit the stated coverages contained in such policy, (iv) there are no
outstanding claims currently pending under such policy that could be expected to
cause  an  increase  in  the  insurance  rates  of  the  Company  or  any of its
Subsidiaries,  and no facts or  circumstances  exist that might be  expected  to
relieve the insurer under such policy of its  obligations to satisfy in full any
claim  thereunder,  and (v) neither the Company nor any of its  Subsidiaries has
received  any  notice  that any such  policy  has been or shall be  canceled  or
terminated or will not be renewed on substantially  the same terms as are now in
effect or that the  premium on such  policy  shall be  increased  on the renewal
thereof.

4.17     Labor Relations; Employees.

         (a)      Schedule 4.17(a) sets forth a list of all directors,  officers
and key  employees  of the Company and each of its  Subsidiaries  as of the date
hereof, together with their respective titles (if any) and positions held, their
current compensation (including salary, wages, bonuses and commissions), and the
respective  dates on which  they  commenced  employment.  To the extent any such
employee is on a leave of absence, Schedule 4.17(a) indicates the nature of such
leave of  absence  and such  employee's  anticipated  date of  return  to active
employment.  No officer or key employee listed on Schedule 4.17(a) has given the
Company or any of its Subsidiaries  notice,  and, to the knowledge of the Seller
Group,  no officer or key employee  listed on Schedule  4.17(a) has any plans or
intends to terminate his or her employment with the Company or such  Subsidiary.
No former  officer or key employee has left the service of the Company or any of
its Subsidiaries within the last six months.

                                       15
<PAGE>

         (b)      Schedule 4.17(b) sets forth the aggregate number of employees,
other  non-supervisory  personnel,  independent  contractors and owner/operators
that work for the Company or any of its Subsidiaries,  specifying in the case of
the  Company and each such  Subsidiary  the number that belong to a union or are
otherwise  covered  by  an  employment  agreement  or  a  collective  bargaining
agreement, identified by terminal location or facility.

         (c)      Except as set forth on Schedule 4.17(c), (i) there is no labor
strike, dispute or grievance,  or work slowdown or stoppage actually pending or,
to the  knowledge  of the Seller  Group,  threatened  against or  involving  the
Company or any of its Subsidiaries,  and (ii) neither the Company nor any of its
Subsidiaries  is a party  to or bound by any  collective  bargaining  agreement,
union Contract or similar agreement,  no such Contract or agreement is currently
being negotiated by the Company or any of its  Subsidiaries,  no labor union has
taken any action with respect to organizing  the employees of the Company or any
of its Subsidiaries,  and no representation  question exists with respect to any
such employees.

         (d)      The Company,  and each of its  Subsidiaries,  have complied in
all material  respects with all Laws relating to the hiring and retention of all
employees,  leased  employees  and  independent  contractors  relating to wages,
hours,  Company  Employee  Plans,  workers'  compensation,  unemployment,  equal
opportunity, collective bargaining, and the payment of social security and other
Taxes.

         (e)      Schedule 4.17(e) sets forth a true,  correct and complete list
of any and all unfair  labor  practice  charges or other  Proceedings,  charges,
employment discrimination lawsuits,  wrongful discharge lawsuits,  citations and
litigation,  wage  and hour  charges  and  litigation,  and  employment  related
litigation that are presently pending,  or to the knowledge of the Seller Group,
threatened  at  law  or  in  equity,   involving  the  Company  or  any  of  its
Subsidiaries. Schedule 4.17(e) also sets forth a true, correct and complete list
of those charges, lawsuits, citations, litigation and Proceedings falling within
the above categories that have been settled or otherwise  disposed of within the
previous two years.

         (f)      Except as set forth in Schedule  4.17(f),  neither the Company
nor any of its  Subsidiaries is a joint employer or alter ego, with or of any of
its  suppliers,  distributors,  customers or other Persons with which it has any
Contract or other  understanding  or arrangement,  including any  owner/operator
with  whom  the  Company  or any of its  Subsidiaries  has a  Contract  or other
understanding or arrangement,  or any other Person with which the Company or any
of its Subsidiaries has a leasing arrangement  (collectively referred to for the
purposes of this Section 4.17(f) as "Third  Parties"),  and no Third Parties are
alter egos of the  Company or any of its  Subsidiaries.  Neither the Company nor
any of its  Subsidiaries  (i) exercises  management  power or authority over the
operations or personnel of any Third Party, (ii) supervises the employees of any
Third Party,  or (iii) is  responsible  for, or has the  authority to establish,
implement or effectively recommend the labor relations or employment policies or
actions,  including wages, hours, working conditions or any terms of employment,
for any employee of any Third Party.  There is no interchange  of personnel,  no
common boards of directors and no common officers, managers or employees between
the Company or any of its Subsidiaries and any Third Party.  Neither the Company
or any of its Subsidiaries  provides any  administrative  services for any Third
Party  that are not  required  by Law or that are not  provided  in a bona fide,
arms-length  transaction  at fair  market  value.  Any  administrative  services
provided by the Company or any of its Subsidiaries for any Third Party have been
detailed on Schedule 4.17(f).

         (g)      Except as set forth on Schedule  4.17(g),  the  Company's  and
each   of  its   Subsidiaries'   Contracts   and   other   understandings   with
owner/operators  and independent  contractors  establish a bona fide arrangement
where such individuals are independent contractors to, and are not employees of,
the Company or any of its Subsidiaries,  and there are not any disputes, claims,
charges  or  allegations  pending  or, to the  knowledge  of the  Seller  Group,
threatened at law or in equity before any  Governmental  Entity that  challenges
the independent  contractor  nature of such Contract or other  understanding  or
arrangement.

4.18     ERISA Compliance.

The Company does not have any Employee  Benefit Plans as defined in ERISA or any
similar plan or benefit governed by applicable Law.

4.19     Environmental Matters.

         (a)      Except as set forth on Schedule 4.19(a),  neither the Company,
any of its Subsidiaries,  or any of their respective Affiliates has received any
written or oral notice,  report or other information (i) regarding any actual or
alleged  violation  of  any  Environmental,  Health  and  Safety  Laws,  or  any

                                       16
<PAGE>

Liabilities,  including any investigatory,  remedial or corrective  obligations,
relating to (A) the Company,  any of its  Subsidiaries,  any of their respective
Affiliates,  or any of their respective  predecessors,  (B) the Business, or (C)
any of the Company's or any of its Subsidiaries'  currently or formerly owned or
leased  properties  or  operations,  or  (ii)  that  the  Company  or any of its
Subsidiaries  is potentially  responsible  under any  Environmental,  Health and
Safety Laws for response costs,  corrective  action or natural resource damages,
as those terms are defined under the  Environmental,  Health and Safety Laws, at
any location.

         (b)      Schedule 4.19(b) sets forth a true,  correct and complete list
of all  properties and facilities  previously  owned,  leased or operated by the
Company, any of its Subsidiaries, or any of their respective predecessors at any
time (together with the Leased Properties, the "Covered Properties").  There has
been no release,  discharge,  spill or disposal of any  substance  at any of the
Covered  Properties so as to give rise to any Liability of the Company or any of
its Subsidiaries under any Environmental,  Health and Safety Laws. Except as set
forth on  Schedule  4.19(b),  there is not now,  nor has there  ever  been,  any
asbestos-containing material in any form or condition, underground storage tank,
above-ground storage tank, landfill,  waste pile, surface impoundment,  disposal
area, or article or equipment containing  polychlorinated biphenyls on or at any
of the Covered Properties.

         (c)      Neither the  Company,  any of its  Subsidiaries,  any of their
respective  Affiliates,  nor any of their  respective  predecessors has treated,
stored,  disposed of,  arranged for or permitted  the disposal of,  transported,
handled or released any substance, or owned or operated any property or facility
(and no such property or facility is  contaminated  by any such  substance) in a
manner  that  has  given  or  would  give  rise  to  Liability  pursuant  to any
Environmental,  Health and Safety Laws,  including  any  Liability  for response
costs,  corrective  action costs,  personal  injury,  property  damage,  natural
resources damage or attorney fees, or any investigative,  corrective or remedial
obligations pursuant to any Environmental, Health and Safety Laws.

         (d)      To the  knowledge  of the Seller  Group,  no facts,  events or
conditions relating to the past or present operations of the Company, any of its
Subsidiaries,  any of  their  respective  Affiliates,  any of  their  respective
predecessors,  or any of the Covered  Properties  will prevent,  hinder or limit
continued  compliance  by  the  Company  or any of  its  Subsidiaries  with  any
Environmental,  Health  and  Safety  Laws,  or give  rise to any  investigative,
corrective or remedial  obligations  pursuant to any  Environmental,  Health and
Safety Laws, or give rise to any other Liability  pursuant to any Environmental,
Health and Safety Laws,  including any relating to on-site or off-site  releases
or threatened  releases of materials,  substances  or wastes,  personal  injury,
property damage or natural resources damage.

         (e)      Neither   this   Agreement   nor  the   consummation   of  the
transactions  contemplated  by this Agreement will result in any obligations for
site investigation or cleanup, or notification to or consent of any Governmental
Entity   or   other   third   party,   pursuant   to  any   of   the   so-called
"transaction-triggered" or "responsible property transfer" Environmental, Health
and Safety Laws.

         (f)      The Company and each of its  Subsidiaries  have  provided  the
Purchaser  with true,  correct  and  complete  copies of all reports and studies
within the  possession  or  control of the  Company  and its  Subsidiaries  with
respect to past and  present  environmental  conditions  or events at any of the
Covered  Properties (all of which are listed on Schedule  4.19(b)),  and, to the
knowledge  of the  Seller  Group,  there are no other  environmental  reports or
studies with respect thereto.

4.20     Brokers.

         Neither the Company nor any of its Subsidiaries has employed any broker
or finder or incurred any  Liability  for any  brokerage  fees,  commissions  or
finders'  fees  or  similar   compensation  or  transaction  based  payments  in
connection with the transactions contemplated by this Agreement.

4.21     Related Party Transactions.

         (a)      Except  as set  forth on  Schedule  4.21(a),  and  except  for
compensation  to bona fide  employees of the Company or any of its  Subsidiaries
for services  rendered in the ordinary course of business,  consistent with past
practice,  no  current  or  former  Affiliate  of  the  Company  or  any  of its
Subsidiaries or any "Associate" (as defined in the rules  promulgated  under the
Securities  Exchange  Act) of any  thereof,  is now, or has been during the last
five fiscal years,  (i) party to any transaction or Contract with the Company or

                                       17
<PAGE>

any of its  Subsidiaries  (including  any  Contract  or other  understanding  or
arrangement  providing for the  furnishing of services by, or the rental of real
or  personal  property  from,  or  otherwise  requiring  payments  to,  any such
Affiliate or Associate),  or (ii) the direct or indirect owner of an interest in
any Person that is a present or  potential  competitor,  supplier or customer of
the Company or any of its Subsidiaries  (other than  non-affiliated  holdings in
publicly held companies).  Except as set forth on Schedule 4.21(a),  neither the
Company nor any of its  Subsidiaries is a guarantor or otherwise  liable for any
actual or potential  Liability of its Affiliates or their Associates.  Except as
set forth on Schedule  4.21(a),  neither the Company nor any of its Subsidiaries
(x)  owns or  operates  any  vehicles,  boats,  aircraft,  apartments  or  other
residential   or   recreational   properties   or  facilities   for   executive,
administrative  or  sales  purposes,  or (y) owns or pays  for any  social  club
memberships,  whether  or  not  for  the  benefit  of  the  Company,  any of its
Subsidiaries,  and/or any of their respective executives.

         (b)      Schedule 4.21(b), sets forth a true, correct and complete list
of all distributions,  dividends, redemptions or repurchases, of or with respect
to the capital stock of the Company (as set forth on Schedule 4.21(b)),  made by
the Company during the Company's current fiscal year.

4.22     Accounts and Notes Receivable.

         Except as set forth on Schedule  4.22,  and except for  allowances  for
doubtful accounts reflected on the Latest Balance Sheet, all accounts receivable
and notes  receivable  owing to the Company or any of its Subsidiaries as of the
date hereof constitute, and as of the First Closing shall constitute,  valid and
enforceable claims arising from bona fide transactions in the ordinary course of
business, subject to applicable bankruptcy,  insolvency,  fraudulent conveyance,
reorganization,  moratorium  and similar Laws  affecting  creditors'  rights and
remedies generally, and subject, as to enforceability,  to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity),  and,  to the  knowledge  of the Seller  Group,  there are no  asserted
claims,  refusals to pay or other rights of set-off against any thereof.  Except
as set forth on Schedule 4.22 (including  those items  categorized as "legal" on
such Schedule), there is (i) no account debtor or note debtor that is delinquent
by more than thirty (30) days for payments due from such account  debtor or note
debtor in excess of $10,000  in the  aggregate,  (ii) no account  debtor or note
debtor that has refused, or, to the knowledge of the Seller Group, threatened to
refuse, to pay its obligations to the Company or its  Subsidiaries,  as the case
may be,  for any  reason,  or has  otherwise  made a claim of set-off or similar
claim (other than in amounts not in excess of $5,000 per account  debtor or note
debtor,  or $10,000 in the aggregate),  and (iii) to the knowledge of the Seller
Group,  no account  debtor or note  debtor  that owes the  Company or any of its
Subsidiaries  amounts in excess of  $10,000 in the  aggregate  is  insolvent  or
bankrupt.

4.23     Bank Accounts; Powers of Attorney.

         Schedule  4.23  sets  forth a true  and  complete  list of (i) all bank
accounts and safe deposit boxes of the Company and each of its  Subsidiaries and
all Persons who are signatories  thereunder or who have access thereto, and (ii)
the names of all Persons  holding general or special powers of attorney from the
Company or any of its Subsidiaries and a summary of the terms thereof (excluding
ministerial  powers of attorney granted to representatives of the Company or any
of its Subsidiaries that are terminable at will).

4.24     Suppliers and Vendors.

         Except as set forth on Schedule 4.24, no material supplier or vendor to
the Company or any of its Subsidiaries has canceled or otherwise terminated, or,
to the  knowledge  of the  Seller  Group,  threatened  to  cancel  or  otherwise
terminate,  its relationship  with the Company or any of its Subsidiaries or has
decreased,  limited or otherwise  modified,  or, to the  knowledge of the Seller
Group, threatened to decrease, limit or otherwise modify, the services, supplies
or materials it provides to the Company or any of its Subsidiaries.

4.25     Customers.

         Except as set forth on Schedule 4.25, no customer of the Company or any
of its Subsidiaries to which more than $50,000 of annual sales were attributable
during any of the  preceding  three fiscal years has notified the Company or any
of its Subsidiaries  that it intends,  or, to the knowledge of the Seller Group,
has threatened, to terminate or materially curtail its relationship and dealings
with the Company or any of its Subsidiaries.

                                       18
<PAGE>

4.26     Conflicts of Interest.

         To the knowledge of the Seller Group,  neither the Company,  any of its
Subsidiaries,  any Stockholder, nor any officer, employee, agent or other Person
acting on their behalf has, directly or indirectly, given or agreed to give, any
money,  gift or similar benefit (other than legal price concessions to customers
in the  ordinary  course of  business,  consistent  with past  practice)  to any
customer,  supplier, employee or agent of a customer or supplier, or official or
employee of any Governmental  Entity or other Person who was, is, or may be in a
position to help or hinder the Business (or assist in connection with any actual
or  proposed  transaction)  that (i) might  subject  the  Company  or any of its
Subsidiaries  to any damage or penalty in any  Proceeding,  (ii) if not given in
the past,  would have  resulted in a Material  Adverse  Change,  or (iii) if not
continued  in the future,  reasonably  could be expected to result in a Material
Adverse  Change.  There is not now, and there has never been,  any employment by
the  Company  or any of its  Subsidiaries  of, or  beneficial  ownership  in the
Company or any of its Subsidiaries by, any governmental or political official in
any  jurisdiction in which the Company or any of its Subsidiaries has conducted,
presently is conducting, or presently is proposing to conduct business.

4.27     Disclosure.


         Neither this Agreement,  including the Schedules,  Annexes, attachments
and Exhibits hereto, contains any untrue statement of a material fact or omits a
material  fact  necessary to make the  statements  contained  herein or therein,
taken as a whole,  in light of the  circumstances  in which they were made,  not
misleading.

                                   ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser  represents and warrants to the Stockholder as of October
29, 2004 as follows:

5.1      Organization; Corporate Authority.

         The Purchaser is a corporation duly organized,  validly existing and in
good standing under the Laws of the  jurisdiction of its  incorporation  and has
all  requisite  power and authority  (corporate or otherwise) to own,  lease and
operate its assets and  properties  and to carry on its  business  as  presently
conducted  and as  presently  proposed to be  conducted.  The  Purchaser is duly
qualified and in good standing to transact business as a foreign Person in those
jurisdictions   set  forth  on  Schedule  5.1,  which   constitute  all  of  the
jurisdictions  in which the character of the property owned,  leased or operated
by the  Purchaser or the nature of the business or  activities  conducted by the
Purchaser  makes  such  qualification  necessary.  The  Seller  Group  has  been
furnished  with true,  correct and complete  copies of the  Purchaser's  Charter
Documents, in each case as amended and in effect on the date this representation
is being made and is deemed made hereunder.

5.2      Authority;  Authorization;  Execution and Delivery;  Enforceability; No
         Conflict.

         (a)      The Purchaser has all requisite power and authority (corporate
and  otherwise)  to execute,  deliver and  perform  its  obligations  under this
Agreement and to consummate the  transactions  contemplated  hereby and thereby.
The Purchaser's execution and delivery of this Agreement, and the performance by
the Purchaser of its obligations  hereunder and  thereunder,  have been duly and
validly  authorized  by all  requisite  action  on  the  part  of the  Purchaser
(including  its  board  of  directors  and  all   committees   thereof  and  its
stockholders). This Agreement has been, or upon the Purchaser's execution hereof
and thereof will be, duly and validly  executed and  delivered by the  Purchaser
and  constitutes,  or upon the  Purchaser's  execution  and delivery  hereof and
thereof  will  constitute,  a valid and  binding  obligation  of the  Purchaser,
enforceable  against the Purchaser in accordance  with their  respective  terms,
subject   to   applicable   bankruptcy,   insolvency,   fraudulent   conveyance,
reorganization,  moratorium  and similar Laws  affecting  creditors'  rights and
remedies generally,  and, as to enforceability,  to general principles of equity
(regardless  of  whether  enforcement  is  sought in a  proceeding  at law or in
equity).

         (b)      Neither the  execution  and delivery by the  Purchaser of, and
performance of its obligations  under,  this Agreement,  nor the consummation by
the Purchaser of the transactions contemplated hereby, nor the compliance by the
Purchaser with any of the provisions  hereof,  will (i) conflict with, or result
in any violation of, or cause a default (with or without notice or lapse of time

                                       19
<PAGE>

or both)  under,  any  provision  of the  Purchaser's  Charter  Documents,  (ii)
conflict  with,  or result  in any  violation  of,  or cause a default  (with or
without  notice  or lapse of time or both)  under,  or give rise to any right of
termination,   amendment,   cancellation  or  acceleration  of  any  obligations
contained in, or the loss of any benefit under, any term, condition or provision
of any provision of any Contract to which the Purchaser is a party,  or by which
the  Purchaser  or any of its  assets or  properties  is or may be bound,  (iii)
violate any Law applicable to the Purchaser, or (iv) result in an Encumbrance on
or against any assets,  rights or properties of the Purchaser,  or on or against
any capital  stock or other  securities  of the  Purchaser,  or give rise to any
claim against the Company, any of the Company's Subsidiaries, or the Purchaser.

5.3      Consents.

         Except as set forth on Schedule 5.3, no Permit, authorization,  consent
or  approval  of  or  by,  or   notification  of  or  filing  with,  any  Person
(governmental  or  otherwise)  is required for, as a result of, or in connection
with the execution,  delivery and performance by the Purchaser of this Agreement
or the consummation of the transactions contemplated hereby.

5.4      Brokers.

         The  Purchaser  has not  employed  any broker or finder or incurred any
Liability  for any  brokerage  fees,  commissions  or  finders'  fees or similar
compensation or transaction  based payments in connection with the  transactions
contemplated by this Agreement.

5.5      Litigation.

         Except as disclosed on Schedule 5.5 or the  Purchaser's  reports  filed
pursuant to the Securities  Exchange Act, there are no (i)  Proceedings  pending
or, to the knowledge of the Purchaser,  threatened  against the Purchaser or any
of its Subsidiaries,  whether at law or in equity,  civil or criminal in nature,
or before or by any  Governmental  Entity or  arbitrator,  or (ii) Orders of any
Governmental  Entity or  arbitrator  with  respect to,  involving or against the
Purchaser or any of its Subsidiaries.

5.6      TIGR Shares.

         The TIGR Shares that will be issued to the Stockholder pursuant to this
Agreement when issued in accordance with this Agreement will be duly authorized,
validly  issued,  fully paid and  non-assessable.  Except as  described  in this
Agreement,  there are no  outstanding  reservations  of  shares,  subscriptions,
warrants,  puts, calls,  unsatisfied preemptive rights or options of any kind or
any  nature  with  respect  to the  TIGR  Shares  that  will  be  issued  to the
Stockholder pursuant to this Agreement.

5.7      Capitalization.

         The aggregate  number of shares and type of all authorized,  issued and
outstanding  classes of capital  stock of the  Company is set forth in  Schedule
5.7.

5.8      WARN Act.

         Purchaser  does not  intend to  implement  a "plant  closing"  or "mass
layoff" as those terms are defined in the WARN Act with respect to the Company's
business within ninety (90) days after the First Closing.  The Purchaser  hereby
assumes  responsibility  for giving any and all notices required by the WARN Act
or any similar  state law or  regulation  and assumes  liability for any and all
claims  asserted  under  the WARN Act or any  similar  state  law or  regulation
because of any action taken by Purchaser with respect to the Company's  business
occurring on or after the First Closing Date. The parties  hereby  designate the
First Closing Date as the "effective date" for purposes of the WARN Act.

5.9      SEC DOCUMENTS

         As of their respective filing dates, each statement,  report, effective
registration statement,  definitive proxy statement and other filings filed with
the  Commission by Purchaser  since and including the date of the Form 10-K most
recently  filed  by  Purchaser  prior  to the  date  hereof  (collectively,  the
"Purchaser SEC Documents") complied in all material respects with the applicable
requirements  of the Securities  Exchange Act and the Securities Act and none of

                                       20
<PAGE>

the Purchaser SEC Documents  contained any untrue  statement of material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the  statements  made therein in light of the  circumstances  in which they
were made not misleading in any material respect, except to the extent corrected
by a subsequently filed Purchaser SEC Document.

5.10     INVESTMENT INTENT.

         Purchaser  has the ability to evaluate the merits and risks  associated
with  the  transactions  contemplated  by this  Agreement  on the  basis  of its
knowledge and experience in financial and business matters.


                                   ARTICLE VI
                            COVENANTS AND AGREEMENTS

6.1      Access to Records and Properties.

         From and after the date hereof  until the earlier of the First  Closing
or  termination  of this  Agreement  pursuant  to Article IX and  subject to the
confidentiality provisions of Section 6.9 of this Agreement, the Company and the
Stockholder will, and the Company will cause its management employees to, afford
the  Purchaser  and  its  attorneys,  consultants,  accountants  and  authorized
representatives full access, upon reasonable notice during normal business hours
and at other reasonable times, to all properties, books, contracts, commitments,
records,  personnel,  lenders and advisors of the Company in order to permit the
Purchaser to conduct a due  diligence  investigation  of the  Company,  provided
that,  notwithstanding  any other provision of this paragraph,  in no event will
the foregoing be undertaken in such a manner as would  reasonably be expected to
interfere  with,  impair or impede  in any  material  respect  the  business  or
operations of the Company. Such investigation will include,  among other things,
reviewing  relevant  financial   information,   reviewing  relevant  contractual
obligations of the Company, conducting discussions with the Company's management
and, with the Company's prior written consent,  other employees and customers of
the Company,  conducting an environmental review of the Company's facilities and
operational practices, reviewing and evaluating all pension, health, retiree and
other  ERISA-related  plans  and  liabilities  of the  Company,  and such  other
investigations  and  evaluations  as may be deemed  reasonably  necessary by the
Purchaser.

6.2      Conduct of the Business.

         Except as set forth on  Schedule  6.2,  from and after the date  hereof
until the  earlier of the First  Closing or the  termination  of this  Agreement
pursuant to Article IX, the Company and each of its Subsidiaries  shall, and the
Stockholder shall cause the Company and each of its Subsidiaries to:

                  (i)      conduct  its  business   substantially  as  presently
         conducted and only in the ordinary course of business,  consistent with
         past practice;

                  (ii)     not  undertake  (or enter into any  Contract or other
         understanding  or  arrangement  to undertake)  any action,  and use its
         commercially  reasonable efforts to avoid and prevent the occurrence of
         any event, described in Section 4.8;

                  (iii)    not  enter  into any  transaction  other  than in the
         ordinary course of business, consistent with past practice, that is not
         at arms-length with Persons that are not Affiliates, or any transaction
         with any Person that is an Affiliate;

                  (iv)     not  acquire or  dispose of any assets  other than in
         the ordinary course of business, consistent with past practice;

                  (v)      use commercially  reasonable  efforts to (A) maintain
         its business, assets, relations with present employees,  relations with
         customers and suppliers, licenses and operations as an ongoing business
         and preserve its  goodwill,  in  accordance  with past custom,  and (B)
         satisfy each of the closing conditions set forth in Article VII;

                  (vi)     not issue or sell any  shares of its  capital  stock,
         not  issue or sell any  securities  convertible  into,  exercisable  or
         exchangeable  for,  or options or  warrants  to  purchase  or rights to
         subscribe for, any shares of its capital stock,  and not enter into any
         Contract  or  other  understanding  or  arrangement  to do  any  of the
         foregoing,  other than those  issues  relating  to  disclosed  options,

                                       21
<PAGE>

         convertible  loans,  and  pre-allotted  share issues,  all of which are
         incorporated in the full  consideration paid by the Purchaser and which
         do  not  add  to  the  consideration  for  the  whole  purchase  of the
         Stockholder equity;

                  (vii)    not declare or pay any dividend or distribution on or
         with respect to its capital stock,  not change the number of authorized
         shares of its capital stock or reclassify,  combine,  split, subdivide,
         or redeem or otherwise  repurchase  any of shares of its capital stock,
         not issue,  deliver,  pledge or encumber any  additional  shares of its
         capital stock or other  securities  equivalent to or  exchangeable  for
         shares of its capital  stock,  and not enter into any Contract or other
         understanding or arrangement to do any of the foregoing;

                  (viii)   not take or omit to take any action that would result
         in the representations and warranties contained in this Agreement being
         untrue on the First Closing Date; and

                  (ix)     not delay or postpone the payment of accounts payable
         and other  obligations  and liabilities or accelerate the collection of
         accounts receivable.

6.3      Efforts to Consummate.

         Subject to the terms and conditions of this Agreement, each party shall
use commercially reasonable efforts to take or cause to be taken all actions and
do or cause to be done all things required under all applicable Laws, Orders and
Contracts in order to consummate the transactions contemplated hereby, including
(i) all  commercially  reasonable  efforts  to  obtain  or make from or with all
Persons all such consents, approvals, authorizations, waivers, notifications and
filings as are  required  to be  obtained or made by such party under such Laws,
Orders and  Contracts  for the  consummation  of the  transactions  contemplated
hereby  (including  the filing of all  notification  and reports forms and other
information required under the Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended (the "HSR Act")), and (ii) in the case of the Seller Group, all
commercially  reasonable  efforts  to assist  the  Purchaser  in  replacing  the
Company's  performance  bonds and guarantees;  provided,  however,  that nothing
contained herein shall require the Purchaser to undertake any action,  including
the divestiture of any assets or properties,  that may be required to obtain the
consent or  approval  of the  United  States  Federal  Trade  Commission  or the
Department  of Justice for the  consummation  of the  transactions  contemplated
hereby.  The Company and each of its  Subsidiaries  shall take all  commercially
reasonably  actions  and do all  things,  and the  Stockholder  shall  cause the
Company  and each of its  Subsidiaries  to take all  actions  and do all things,
required to extinguish at or prior to the First Closing all Funded  Indebtedness
and to release any and all  Encumbrances on or affecting any of the Company's or
any of the its  Subsidiaries'  assets or  properties,  other than the  Permitted
Encumbrances.  The Company and the Stockholder shall use commercially reasonable
efforts to  procure  that legal  title to all the Shares is  transferred  to the
Stockholder  to hold  them as  nominee  for the  Shareholders  until  the  First
Closing, including,  without limitation,  complying with all requirements of the
Financial  Services and Markets Act 2000 and all  regulations  made  thereunder.
Purchaser shall use  commercially  reasonably  efforts to assist the Company and
Stockholder in complying  with all  requirements  of the Financial  Services and
Markets Act 2000 and all regulations  made  thereunder.  Upon the completion and
filing of all  reports  required  to be filed by the  Purchaser  pursuant to the
Securities  Exchange Act and the Purchaser's  determination that an exemption is
available  from  the  registration   requirements  of  the  Securities  Act  and
applicable U.S. state securities laws, the Purchaser shall offer to acquire,  on
the same terms and conditions as provided for herein,  and the Stockholder shall
cause to be delivered to Purchaser,  on the same terms and  conditions  provided
for herein,  all remaining  issued and  outstanding  shares of Stock (other than
Stock owned by the  Purchaser)  and the Company  shall release or allow to lapse
all outstanding  Options,  warrants,  convertible  loans or other rights for the
purchase of shares of capital stock or convertible  securities of the Company so
that on such date, all such Options, warrants, convertible loans or other rights
may no longer be  exercised  and the  Purchaser is the owner and has good title,
free and clear of all Encumbrances,  to one hundred percent (100%) of the issued
and outstanding shares of Stock, on a fully diluted basis, as if all outstanding
Options, warrants,  convertible loans or other rights for the purchase of shares
of capital  stock or  convertible  securities  of the Company had been fully (a)
exercised immediately prior to such issuance (and the resulting securities fully
converted  into  shares  of  Stock,  if so  convertible)  as of such date or (b)
released or lapsed as of such date so that such Options,  warrants,  convertible
loans or other rights may no longer be exercised. As of the Second Closing Date,
the Stockholder shall permit the Persons that participated in the Second Closing
(whether by transferring  shares of Stock to the Stockholder or by consenting to
the release or lapse of Options, warrants, convertible loans or other rights for
the purchase of shares of capital stock or convertible securities of the Company
that are owned by such Person) to receive a portion of the consideration paid or
payable pursuant to Section 1.2 of this Agreement.

                                       22
<PAGE>

6.4      Negotiation with Others.

         (a)      During the period (the  "Exclusivity  Period")  commencing  on
January 1, 2005, and ending on the first to occur of (a) the 180th day following
January 1, 2005, and (b) the  termination of this Agreement  pursuant to Section
9.1(i),  the Company and the Stockholder will not, either directly or indirectly
through their respective representatives,  submit, solicit, initiate, or discuss
any proposal or offer from or to any person other than the Purchaser,  or engage
in any  discussions  that  could  lead to any  proposal  or offer from or to any
person  other than the  Purchaser,  regarding  any possible  sale,  acquisition,
reorganization,  recapitalization,  or other similar  transaction  involving the
Company or any of its subsidiaries (whether by way of stock sale, sale of all or
any material  portion of assets,  merger,  consolidation  or otherwise),  or any
stock sale or issuance or debt and/or equity financing  involving the Company or
any of its subsidiaries (each, a "Possible Transaction"), unless consented to in
writing  by  the  Purchaser.  If,  during  the  Exclusivity  Period,  any of the
Stockholder or the Company is contacted by any other person or receives from any
other  person  any  written  offer or  proposal  in  connection  with a Possible
Transaction,  the Company will promptly notify the Purchaser thereof,  including
any details and the identity of the person making any such offer or proposal and
a copy  thereof.  During the  Exclusivity  Period,  the  Company  will,  and the
Stockholder  will cause the Company to,  continue to operate its business in the
ordinary course, unless otherwise consented to by the Purchaser.

         (b)      The parties  recognize and  acknowledge  that a breach of this
Section  6.4  will  cause  irreparable  and  material  loss  and  damage  to the
non-breaching party as to which it will not have an adequate remedy at law or in
equity. Accordingly,  each party acknowledges and agrees that the issuance of an
injunction  or other  equitable  remedy is an  appropriate  remedy  for any such
breach.

6.5      Notice of Prospective Breach.

         Each party shall promptly  notify the other parties in writing upon the
occurrence,  or the failure to occur, of any event,  which occurrence or failure
to occur would be reasonably likely to cause (i) any  representation or warranty
of such party that is contained in this  Agreement to be untrue or inaccurate in
any respect at any time from the date of this  Agreement to the First Closing as
if such  representation and warranty were made at such time, or (ii) any failure
of any party  hereto to comply with or satisfy any  covenant or  agreement to be
complied with or satisfied by it under this Agreement.

6.6      Public Announcements.

         From and after the date hereof  until the earlier of the First  Closing
or the termination of this Agreement  pursuant to Article IX, each member of the
Seller Group, each of the Company's Subsidiaries,  and the Purchaser agree that,
except (i) as otherwise  required by Law, (ii) for disclosure to his, her or its
respective  directors,   officers,  employees,   financial  advisors,  financing
sources,  legal  counsel,  independent  certified  public  accountants  or other
agents,  advisors or  representatives on a need-to-know basis and with whom such
party has a confidential  relationship,  and (iii) in the case of the Purchaser,
in connection with its compliance with the disclosure requirements under federal
and state securities Laws, he, she or it will not issue any reports,  statements
or releases, in each case pertaining to this Agreement to which he, she or it is
a party or the transactions  contemplated  hereby or thereby,  without the prior
written  consent of the  Company  and the  Purchaser,  which  consent  shall not
unreasonably be withheld or delayed.

6.7      Exchange Proceeds.

         If, between the date hereof and the First  Closing,  the Company or any
of its Subsidiaries  receives any proceeds in consideration  for the exchange of
any of its assets,  whether  from the sale of any such  assets,  from  insurance
proceeds payable on account of any loss or casualty to such assets, any proceeds
from the taking of such assets pursuant to the power of eminent  domain,  or any
other proceeds from whatever  source  relating to the disposition of such assets
(the "Exchange  Proceeds"),  the Company and/or its Subsidiaries  shall, and the
Stockholder  shall cause the Company and/or such  Subsidiary to, promptly notify
the Purchaser of such receipt of such  Exchange  Proceeds and shall consult with
the Purchaser with respect to the application of any such Exchange Proceeds.

6.8      Non-Competition Covenant.

         (a)      Each Management Stockholder  acknowledges and agrees that as a
condition to the respective obligations of the Purchaser and Seller Group at the

                                       23
<PAGE>

First Closing,  and as a material  inducement to the Purchaser to enter into and
perform its obligations hereunder and in consideration of the payments and other
consideration  to be  received by the  Stockholder  under this  Agreement,  such
Management  Stockholder  shall not,  without  the prior  written  consent of the
Purchaser, at any time during the period beginning on the First Closing Date and
ending on the third anniversary thereof (the "Restrictive Period"), (i) directly
or  indirectly  engage in,  represent  in any way,  or be  connected  with,  any
Competing  Business (as defined below),  whether such  engagement  shall be as a
director,  an officer,  an owner, an employee,  a partner, an Affiliate or other
participant  in such Competing  Business,  (ii) assist others in engaging in any
Competing Business in the manner described in clause (i) above, (iii) induce any
employees of the Purchaser or any of its  Subsidiaries or other  Affiliates,  or
any employees of the Company or any of its Subsidiaries,  at any time during the
Restrictive  Period to terminate  their  employment with the Purchaser or any of
its Subsidiaries or other Affiliates,  or to terminate their employment with the
Company or any of its Subsidiaries,  or to engage in any Competing Business,  or
(iv)  induce any  customer,  vendor or agent or any other  Person with which the
Purchaser  or any or its  Subsidiaries  or other  Affiliates,  or with which the
Company or any of its Subsidiaries, has a business relationship,  contractual or
otherwise,  at any time during the Restrictive Period to terminate or alter such
business  relationship.  This  covenant is  considered  an integral part of this
Agreement.  The  foregoing  restriction  shall  not  apply to the  ownership  of
publicly  traded  Securities  that  represent less than five percent (5%) of the
ownership interests of the issuer.

         (b)      As used  herein,  the  term  "Competing  Business"  means  any
business  conducted  in (A) any  county in the State of  Florida,  and (B) every
other state,  province,  or other  political  subdivision  of the United States,
Canada,  Mexico,  Japan,  China,  South America or Europe that is engaged in the
business of (x)  providing  software  for the  visualization,  interaction,  and
integration  of  real-time  enterprise  systems  in a  browser,  (y)  developing
software  products and (z) providing  software  support  services,  and, in each
case,  such  business or the  services  or  products  provided or sold by it are
competitive,  directly or indirectly,  with the Business.  Anything contained in
the immediately preceding sentence to the contrary  notwithstanding,  any entity
that has separate  divisions or business units, one or more of which are engaged
in a business  described  above,  will not be deemed a Competing  Business  with
respect to those  portions  of such  entity  that are not  engaged in a business
described above so long as such Stockholder's association with any such separate
divisions or business units (fully taking into account his, her or its functions
and the nature of his, her or its work at such  division or business  unit) does
not involve  existing  customers  of the Company or any of its  Subsidiaries  or
relate in any material respect to that portion of such business which would be a
Competing Business hereunder.

         (c)      If, at the time of  enforcement  of this  Section 6.8, a court
holds  that  the  restrictions   stated  herein  are   unreasonable   under  the
circumstances then existing, the parties agree that the maximum period, scope or
geographical area reasonable under such  circumstances  shall be substituted for
the stated period,  scope or geographical  area. If any one of such covenants is
declared  invalid  for any  reason,  such  determination  shall not  affect  the
validity of the  remainder of the covenants or any covenant  covering  territory
other than the State of Florida. The other covenants set forth in Section 6.8(a)
shall remain in effect as if the provision had been executed without the invalid
covenants. The parties hereto hereby declare that they intend that the remaining
covenants of the provision  continue to be effective  without any covenants that
have been declared  invalid.  The parties hereto  acknowledge that money damages
would be an inadequate remedy for any breach of this Section 6.8. Therefore,  in
the event of a breach or  threatened  breach of this Section 6.8, the  Purchaser
and/or its  successors  or assigns may, in addition to other rights and remedies
existing in its or their favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive relief in order to enforce or prevent any
violations  of the  provisions  of this Section 6.8  (without  posting a bond or
other security).

6.9      Disclosure of Information.

         (a)      As used in this Agreement, the term "Confidential Information"
means,  with respect to any Person,  all information  (whether  written or oral)
furnished  (whether  before  or after  the date  hereof)  by such  Person or its
owners,  members,  partners,   directors,   officers,   employees,   Affiliates,
representatives (including its financial advisors, attorneys and accountants) or
agents   (collectively,   "Representatives")   to  any   other   Person  or  its
Representatives,  and all analyses,  compilations,  forecasts,  studies or other
documents  prepared by such other Person or its  Representatives  in  connection
with the transactions contemplated by this Agreement that contain or reflect any
such information;  provided,  however, that the term "Confidential  Information"
shall not include  information that (i) is or becomes  publicly  available other
than as a  result  of a  disclosure  by any  Person  or its  Representatives  in
violation  of this  Agreement,  or (ii) is or  becomes  available  to such other
Person on a  non-confidential  basis from a source that is not  prohibited  from
disclosing such information by any legal,  contractual or fiduciary  obligation;
provided further, however, that for purposes of this Section 6.9, from and after
the  First  Closing,  Confidential  Information  of  the  Company  or any of its
Subsidiaries  shall be deemed  Confidential  Information  of the  Purchaser  and

                                       24
<PAGE>

shall,  as of such time,  no longer be deemed  Confidential  Information  of the
Company or such Subsidiaries, as applicable.

         (b)      The Purchaser  will keep all  Confidential  Information of the
Company  and each of its  Subsidiaries  confidential  and will  not  (except  as
required by applicable  Law,  regulation or legal  process,  and then only after
compliance  with the last  sentence of this  Section  6.9(b))  without the prior
written consent of the Company or such Subsidiary,  as applicable,  disclose any
of  such  Confidential  Information  in  any  manner  whatsoever,   directly  or
indirectly,  and will not use any Confidential Information of the Company or any
of its  Subsidiaries  except for the purposes  contemplated  by this  Agreement;
provided, however, that the Purchaser may reveal Confidential Information of the
Company or any of its Subsidiaries to its  Representatives  (i) who need to know
such Confidential  Information for the purposes  contemplated by this Agreement,
(ii)  who are  informed  by the  Purchaser  of the  confidential  nature  of the
Confidential  Information,  and (iii) who  agree to act in  accordance  with the
terms of this Section 6.9(b).  The Purchaser will cause its  Representatives  to
observe the terms of this Section 6.9(b), and will be responsible for any breach
hereof by any of its Representatives.  In the event that the Purchaser or any of
its  Representatives  is requested  pursuant to, or required by, applicable Law,
regulation  or legal  process to disclose any  Confidential  Information  of the
Company or any of its  Subsidiaries,  the  Purchaser  will notify the Company or
such Subsidiary, as applicable,  promptly so that it may seek a protective order
or other  appropriate  remedy  or, in its sole and  absolute  discretion,  waive
compliance  with the terms of this Section 6.9(b).  In any event,  the Purchaser
will furnish only that portion of the  Confidential  Information  of the Company
any its Subsidiaries  that it is advised by counsel is legally required and will
exercise all commercially  reasonable efforts to obtain reliable  assurance,  to
the extent it is possible to obtain the same, that  confidential  treatment will
be afforded to such Confidential Information.

         (c)      The Company  and the  Stockholder  will keep all  Confidential
Information  of the Purchaser  confidential  and will not (except as required by
applicable Law, regulation or legal process, and then only after compliance with
the last sentence of this Section 6.9(c)),  without the prior written consent of
the  Purchaser,  disclose  any of such  Confidential  Information  in any manner
whatsoever,   directly  or  indirectly,   and  will  not  use  any  Confidential
Information  of the  Purchaser  except  for the  purposes  contemplated  by this
Agreement;  provided,  however,  that the Company and the Stockholder may reveal
Confidential Information of the Purchaser to his, her or its Representatives (i)
who need to know such Confidential  Information for the purposes contemplated by
this Agreement,  (ii) who are informed by the Company or such Stockholder of the
confidential nature of the Confidential Information,  and (iii) who agree to act
in  accordance  with the terms of this  Section  6.9(c).  The  Company  and each
Stockholder will cause his, her or its  Representatives  to observe the terms of
this Section  6.9(c),  and will be  responsible  for any breach hereof by any of
his, her or its Representatives.  In the event that the Company, any Stockholder
or any of their respective Representatives is requested pursuant to, or required
by,  applicable  Law,  regulation or legal process to disclose any  Confidential
Information of the Purchaser,  the Company or such  Stockholder  will notify the
Purchaser  promptly so that it may seek a protective order or other  appropriate
remedy or, in its sole and absolute discretion,  waive compliance with the terms
of this  Section  6.9(c).  In any event,  the Company or such  Stockholder  will
furnish only that portion of the Confidential  Information of the Purchaser that
he, she or it is advised by counsel is legally  required  and will  exercise all
commercially  reasonable efforts to obtain reliable assurance,  to the extent it
is possible to obtain the same, that confidential  treatment will be afforded to
such Confidential Information.

         (d)      Each of the parties hereto  recognizes and acknowledges that a
breach of his, her or its covenants in Section 6.9(b) or Section 6.9(c),  as the
case may be, will cause  irreparable  and material  loss and damage to the other
parties,  the amount of which cannot be determined  readily and as to which such
other  parties  will  not  have  an  adequate  remedy  at  law  or  in  damages.
Accordingly, in addition to any remedy such other parties may have in damages by
an action at law,  such other  parties  shall be entitled to the  issuance of an
injunction  restraining any such breach or threatened breach or any other remedy
at law or in equity for any such breach.

6.10     Use of Proprietary Name.

         From and after the First  Closing,  the  Stockholder  shall not use the
name "Integra" or "AltioLive" or any derivation thereof for any purpose.

6.11     Supplements to Schedules.

         Prior to the First  Closing,  the  Company  and the  Stockholder  shall
promptly  supplement  or amend any Schedule  with respect to any matter  arising
after the date of this  Agreement  that, if existing or occurring on the date of
this  Agreement,  would have been  required to be set forth or described in such
Schedule. No supplement or amendment of a Schedule made pursuant to this Section
6.11 shall be deemed to constitute a cure of any breach of any representation or

                                       25
<PAGE>

warranty  made by the Company or such  Stockholder  pursuant  to this  Agreement
unless  consented to in writing by the Purchaser,  which consent may be withheld
by the  Purchaser  in its sole  and  absolute  discretion  for any  reason.  For
purposes  of the rights  and  obligations  of the  parties  hereunder,  upon the
occurrence of the First Closing,  any such  supplemental  or amended  disclosure
consented to in writing by the  Purchaser  as aforesaid  shall be deemed to have
been disclosed as of the date of this Agreement.

6.12     Certain Employee Matters.

         On the First  Closing Date the employees of the Company and each of its
Subsidiaries  that are actively  employed by the Company or such Subsidiaries in
the Business on the First Closing Date shall continue their  employment on terms
and  conditions  similar to those  provided by the Company or such  Subsidiaries
prior  to the  First  Closing  Date  (any  such  employees  who  continue  their
employment being referred to herein as the "Hired Employees"), and the Purchaser
shall initially  provide benefits to the Hired Employees,  effective as to group
health  insurance  benefits on the First  Closing Date and effective as to other
employee  benefits as soon as practicable  after the First Closing Date, in each
case that are reasonably comparable on an overall basis to the benefits provided
by the  Company or such  Subsidiaries  prior to the First  Closing  Date to such
employees.  Nothing  contained  in this  Agreement  shall  confer upon any Hired
Employee  any rights or  remedies of any nature or kind  whatsoever  under or by
reason  of this  Agreement,  including  any  right to  employment  or  continued
employment  or to any  benefits  that may be provided,  directly or  indirectly,
under any employee  benefit plan,  policy or arrangement  of the Purchaser,  nor
shall  anything  contained  in this  Agreement  constitute  a  limitation  on or
restriction against the right of the Purchaser to amend, modify or terminate any
such plan, policy or arrangement at any time and from time to time.

6.13     No-Hire of Employees.

         From and after the date hereof  until the earlier of the First  Closing
or October 29, 2007:

         (a)      the Purchaser shall not, and shall cause its  subsidiaries and
affiliates  not to, hire any employee of the Company or any of its  subsidiaries
or  affiliates  without  first  obtaining  the  written  consent of the  Company
(provided,  however,  that this clause  shall not be deemed to be breached by an
affiliate  that is not controlled by the Purchaser and that hires an employee of
the Company, or any of its subsidiaries or affiliates,  if such affiliate of the
Purchaser  did not learn of the identity of such  employee or acquire  access to
such employee or to any confidential  information of the Company related to such
employee  from or through the  Purchaser or any of its  attorneys,  consultants,
accounts or authorized representatives, whether directly or indirectly); and

         (b)      the Company  shall not, and shall cause its  subsidiaries  and
affiliates not to, hire any employee of the Purchaser or any of its subsidiaries
or affiliates without first obtaining the written consent of the Purchaser.

6.14     NASDAQ Listing.

         After the First Closing,  Purchaser shall use  commercially  reasonable
efforts to cause the shares of common stock of Purchaser to be listed on NASDAQ.

6.15     Financial Statements.

         Prior to the First  Closing  Date,  the  Company  shall  deliver to the
Purchaser a true,  correct and complete copy of all of the Financial  Statements
required to be delivered pursuant to Section 4.6 of this Agreement.

6.16     Payment to KBC.

         In  satisfaction  of all  amounts  owed  from the  Company  and/or  its
Subsidiaries to KBC Peel Hunt, on the First Closing Date, Purchaser shall pay to
KBC Peel Hunt, an amount equal to (x) GBP 100,000 and (y) restricted TIGR Shares
with an aggregate  Market Price equal to GBP 100,000.  Prior to Purchaser making
such  payment,  KBC Peel Hunt  shall  acknowledge  and agree  that this  payment
satisfies  all  amounts  owed  or  claimed  to be owed  by the  Company  and its
Subsidiaries to KBC Peel Hunt and shall furnish to the Purchaser such investment
representations and undertakings as Purchaser may reasonably request.

                                       26
<PAGE>

                                  ARTICLE VII
                               CLOSING OBLIGATIONS

7.1      Conditions to Each Party's Obligations.

         The   respective   obligations   of  the  parties  to  consummate   the
transactions  contemplated  hereby are subject to the satisfaction  prior to the
First  Closing Date of the  following  conditions,  unless waived (to the extent
such conditions can be waived) by the Company or the Purchaser, as applicable:

         (a)      Approvals. All authorizations,  consents,  Orders or approvals
of, or  declarations  or filings with, or expiration of waiting  periods imposed
by, any  Governmental  Entity  (including those under the HSR Act) necessary for
the  consummation  of the  transactions  contemplated  hereby  shall  have  been
obtained or made.

         (b)      No Injunctions or Restraints.  No temporary restraining order,
preliminary  or  permanent  injunction,  or other  Order  issued by any court or
Governmental  Entity of  competent  jurisdiction,  nor other legal  restraint or
prohibition preventing the consummation of the transactions contemplated hereby,
shall be in effect.

         (c)      Actions and Statutes. No action, suit or proceeding shall have
been taken or threatened,  and no statute,  rule, regulation or Order shall have
been  enacted,  promulgated,  issued or deemed  applicable  to the  transactions
contemplated  by this Agreement by any  Governmental  Entity that would (i) make
the consummation of the transactions  contemplated  hereby or thereby illegal or
substantially  delay the consummation of any material aspect of the transactions
contemplated  hereby or thereby,  or (ii) render any party unable to  consummate
the transactions contemplated hereby or thereby.

         (d)      U.S. Securities Laws.  Purchaser shall be current with respect
to all reports required to be filed by the Purchaser  pursuant to the Securities
Exchange Act and such reports shall not reflect a material adverse change in the
Purchaser from information previously furnished to Stockholder.

         (e)      Shareholder Loans. All amounts  outstanding in connection with
any loan or other obligation for Funded  Indebtedness owed by the Company and/or
its Subsidiaries to any Affiliate shall be paid or satisfied in full.

7.2      Conditions to Obligations of the Purchaser.

         The  obligations  of  the  Purchaser  to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction of the following
conditions,  unless waived (to the extent such  conditions can be waived) by the
Purchaser:

         (a)      Accuracy    of    Representations    and    Warranties.    All
representations  and warranties  made by the Company and the Stockholder and the
Company in this Agreement shall be true and correct in all material  respects at
and as of the First Closing Date with the same effect as if such representations
and  warranties  had been made at and as of the First  Closing  Date  (provided,
however,  that to the  extent a  representation  is  already  limited to matters
characterized  as  "material,"  it shall be  correct in all  respects),  and the
Purchaser shall have received a certificate to that effect signed by a principal
executive officer of the Company and the Stockholder.

         (b)      Performance of Obligations of the Company and the Stockholder.
The Company and the  Stockholder  shall have performed in all material  respects
all  obligations  and  covenants  required to be performed by each of them under
this Agreement prior to or as of the First Closing Date, and the Purchaser shall
have  received a  certificate  to that effect  signed by a  principal  executive
officer of the Company and Stockholder.

         (c)      Authorization.   All  action   necessary  to   authorize   the
execution,  delivery and  performance  of this  Agreement by the Company and the
Stockholder and the  consummation of the  transactions  contemplated  hereby and
thereby, including the requisite shareholder approvals, shall have been duly and
validly  taken by the  Company  and the  Stockholder,  and the  Company  and the
Stockholder  shall have the full power and right to consummate the  transactions
contemplated hereby and thereby on the terms provided herein and therein.

                                       27
<PAGE>

         (d)      Financial  Statements.  The  Purchaser  shall have  received a
true, correct and complete copy of all of the Financial  Statements  required to
be delivered pursuant to Section 4.6 of this Agreement,  up to the First Closing
Date,  and such  Financial  Statements  shall not be materially  different  from
drafts of such Financial Statements previously furnished to Purchaser.

         (e)      Consents and Approvals.  The Seller Group shall deliver to the
Purchaser duly executed copies of all consents and approvals  required for or in
connection with (i) the execution and delivery by the Company and Stockholder of
this  Agreement to which each of them is a party,  and the  consummation  of the
transactions  contemplated hereby and thereby, in form and substance  reasonably
satisfactory to the Purchaser and its counsel, and (ii) the continued conduct of
the  Business as  previously  conducted  (including  any consent  identified  on
Schedule 4.3), in form and substance  reasonably  satisfactory  to the Purchaser
and its counsel.

         (f)      Absence of Material  Adverse Change.  Since the Latest Balance
Sheet Date, there shall have been no Material Adverse Change in the Business.

         (g)      Delivery of the Shares.  The Purchaser shall have received all
of the Shares in accordance with Section 1.4.

         (h)      Seller Certificates.  The Seller Group shall cause each of the
following  certificates to be executed and/or delivered,  as the case may be, by
the Person who or which is the subject thereof:

                  (i)      a certificate of the secretary of the Company,  dated
         as of the First Closing  Date,  certifying  (A) that true,  correct and
         complete copies of the Company's  Charter Documents as in effect on the
         First Closing Date are attached  thereto,  (B) as to the incumbency and
         genuineness of the signatures of each officer of the Company  executing
         this Agreement on behalf of the Company; and (C) the genuineness of the
         resolutions  (attached  thereto) of the board of  directors  or similar
         governing  body of the  Company  and the  Stockholder  authorizing  the
         execution,   delivery  and   performance  of  this  Agreement  and  the
         consummation of the transactions contemplated hereby and thereby;

                  (ii)     a  certificate  of  the  secretary  of  each  of  the
         Company's Subsidiaries,  dated as of the First Closing Date, certifying
         that true and complete copies of such Subsidiary's Charter Documents as
         in effect on the First Closing Date are attached thereto; and

                  (iii)    certificates  dated within ten (10) days of the First
         Closing  Date of the  secretaries  of state of the  states in which the
         Company and each of its  Subsidiaries  is organized and qualified to do
         business,  certifying  as to the good standing and  non-delinquent  Tax
         status of such Person.

         (i)      Seller Group  Approvals.  The Seller Group shall have provided
assurances  reasonable  satisfactory  to the  Purchaser and its counsel that all
requisite  corporate,  shareholder  and other  consents  have been  obtained  to
approve and authorize the consummation of the transactions  contemplated by this
Agreement.  The Purchaser  shall have approved in its reasonable  discretion all
information  provided to the  Company's  shareholders  in  connection  with this
Agreement, including information concerning the Purchaser.

         (j)      U.S.  Securities  Laws.  The  Purchaser  shall  have  received
assurances  reasonably  satisfactory to it and its counsel that the issuances of
all TIGR Shares pursuant to this Agreement and the distribution of any such TIGR
Shares to the holders of shares,  options or other  equity or debt  interests in
Stockholder shall be exempt from the registration requirements of the Securities
Act,   qualification  under  any  applicable  U.S.  state  securities  laws  and
registration, approval or consent under any other applicable Laws.

         (k)      Non-Competition  Covenant.  Each Management  Stockholder shall
have  acknowledged and agreed to be bound by the terms and conditions of Section
6.8 of this Agreement.

         (l)      Debenture.  There  exists no default,  or any event which upon
the giving of notice or the passage of time, or both, would give rise to a claim
of a  default  in  the  payment  or  performance  by the  Company  or any of its
Subsidiaries  under that certain  Convertible  Debenture in the  principal  face
amount of up to GBP 1,000,000,  between Purchaser and Integra SP IPR Ltd., which
is guaranteed by the Company;  provided,  however, that the maturity date of the
Convertible  Debenture  shall be extended until the earlier of the First Closing
Date or termination of this Agreement.

                                       28
<PAGE>

         (m)      As of  the  First  Closing  Date,  the  Purchaser  shall  have
received  from  all of the  "accredited  investors"  as  defined  in Rule 501 of
Regulation D promulgated  under the Securities Act that are participating in the
First  Closing,  an agreement  and  undertaking  satisfactory  to the  Purchaser
pursuant to which such Person  covenants  and agrees not to exercise,  assign or
transfer any outstanding  Options,  warrants,  convertible loans or other rights
for the purchase of shares of capital  stock or  convertible  securities  of the
Company,  except  in  connection  with the  release  or  lapse of such  Options,
warrants, convertible loans or other rights as contemplated herein.

7.3      Conditions to Obligations of the Seller Group.

         The  obligations  of the Seller Group to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction of the following
conditions,  unless waived (to the extent such  conditions can be waived) by the
Seller Group:

         (a)      Accuracy    of    Representations    and    Warranties.    All
representations  and warranties made by the Purchaser in this Agreement shall be
true and correct in all  material  respects at and as of the First  Closing Date
with the same effect as if such  representations and warranties had been made at
and as of the  First  Closing  Date  (provided,  however,  that to the  extent a
representation  is already  limited to matters  characterized  as "material," it
shall be correct in all  respects),  and the Seller Group shall have  received a
certificate  to that  effect  signed by a  principal  executive  officer  of the
Purchaser.

         (b)      Performance of  Obligations  of the  Purchaser.  The Purchaser
shall have  performed in all material  respects all  obligations  and  covenants
required to be performed by it under this Agreement  prior to or as of the First
Closing Date,  and the Seller Group shall have  received a  certificate  to that
effect signed by a principal executive officer of the Purchaser.

         (c)      Authorization.   All  action   necessary  to   authorize   the
execution,  delivery and  performance of this Agreement by the Purchaser and the
consummation of the transactions contemplated hereby and thereby,  including the
requisite shareholder  approvals,  shall have been duly and validly taken by the
Purchaser,  and the Purchaser  shall have the full power and right to consummate
the  transactions  contemplated  hereby and thereby on the terms provided herein
and therein.

         (d)      Consents and  Approvals.  The  Purchaser  shall deliver to the
Seller Group duly executed copies of all consents and approvals  required for or
in connection with the execution and delivery by the Purchaser of this Agreement
to which it is a party, and the  consummation of the  transactions  contemplated
hereby and thereby, in form and substance reasonably  satisfactory to the Seller
Group.

         (e)      Purchaser Certificates.  The Purchaser shall cause each of the
following  certificates to be executed and/or delivered,  as the case may be, by
the Person who or which is the subject thereof:

                  (i)      a  certificate  of the  secretary  of the  Purchaser,
         dated as of the First Closing Date,  certifying (A) that true,  correct
         and complete copies of the Purchaser's  Charter  Documents as in effect
         on  the  First  Closing  Date  are  attached  thereto,  (B)  as to  the
         incumbency  and  genuineness  of the  signatures of each officer of the
         Purchaser executing this Agreement on behalf of the Purchaser;  and (C)
         the genuineness of the resolutions  (attached  thereto) of the board of
         directors or similar  governing body of the Purchaser  authorizing  the
         execution,   delivery  and   performance  of  this  Agreement  and  the
         consummation of the transactions contemplated hereby and thereby; and

                  (ii)     certificates  dated within ten (10) days of the First
         Closing  Date of the  secretaries  of state of the  states in which the
         Purchaser  is  organized,  certifying  as  to  the  good  standing  and
         non-delinquent Tax status of the Purchaser.

                                  ARTICLE VIII
                                 INDEMNIFICATION

8.1      Generally.

         (a)      Subject to the further  provisions of this Article  VIII,  the
Seller  Indemnifying  Persons,  jointly  and  severally,   shall  indemnify  the
Purchaser  Indemnified  Persons  for,  and hold each of them  harmless  from and
against,  any and all Purchaser Losses arising from or in connection with any of
the following:

                                       29
<PAGE>

                  (i)      the   untruth,    inaccuracy   or   breach   of   any
         representation or warranty of the Company or the Stockholder  contained
         in this Agreement or in any certificate  delivered by the Company,  the
         Stockholder or any of the Company's Subsidiaries in connection herewith
         or  therewith  at  or  before  the  First  Closing  (or  any  facts  or
         circumstances constituting any such untruth, inaccuracy or breach); and

                  (ii)     the  breach  of  any  covenant  or  agreement  of the
         Company or the Stockholder contained in this Agreement.

         (b)      Subject  to the  further  terms  of  this  Article  VIII,  the
Purchaser shall indemnify the Seller  Indemnified  Persons for, and hold each of
them  harmless from and against,  any and all Seller  Losses  arising from or in
connection with any of the following:

                  (i)      the   untruth,    inaccuracy   or   breach   of   any
         representation or warranty of Purchaser  contained in this Agreement or
         in any certificate delivered by the Purchaser in connection herewith or
         therewith at or before the First Closing (or any facts or circumstances
         constituting any such untruth, inaccuracy or breach); and

                  (ii)     the  breach  of  any  covenant  or  agreement  of the
         Purchaser contained in this Agreement.

8.2      Assertion of Claims.

         No claim for  indemnification  shall be brought under Section 8.1 for a
breach of a representation or warranty unless the Indemnified Persons, or any of
them, at any time prior to the applicable  Survival Date, give the  Indemnifying
Persons (a) written  notice of the existence of any such claim,  specifying  the
nature and basis of such claim and the amount  thereof,  to the extent known, or
(b)  written  notice  pursuant  to Section  8.3 of any Third  Party  Claim,  the
existence of which might give rise to such a claim for indemnification. Upon the
giving of such written notice as aforesaid,  the Indemnified  Persons, or any of
them,  shall have the right to  commence  legal  proceedings  subsequent  to the
Survival Date for the enforcement of their rights under Section 8.1.

8.3      Notice and Defense of Third Party Claims.

         The obligations and liabilities of an Indemnifying  Person with respect
to Losses  resulting  from the assertion of liability by third parties  (each, a
"Third Party Claim") shall be subject to the following terms and conditions:

         (a)      The  Indemnified  Persons shall give prompt  written notice to
the  Indemnifying  Persons of any Third  Party Claim that might give rise to any
Loss by the  Indemnified  Persons,  stating  the  nature and basis of such Third
Party Claim, and the amount thereof to the extent known; provided, however, that
no delay on the part of the  Indemnified  Persons in notifying any  Indemnifying
Persons shall relieve the Indemnifying  Persons from any liability or obligation
hereunder  unless (and then solely to the extent that) the  Indemnifying  Person
thereby is prejudiced by the delay.  Such notice shall be  accompanied by copies
of all relevant  documentation with respect to such Third Party Claim, including
any summons,  complaint or other pleading that may have been served, any written
demand or any other document or instrument.

         (b)      If the Indemnifying Persons acknowledge in a writing delivered
to the  Indemnified  Persons that such Third Party Claim is properly  subject to
their  indemnification  obligations  hereunder,  and  the  Indemnifying  Persons
demonstrate  to  the  Indemnified  Persons'  reasonable  satisfaction  that  the
Indemnifying  Persons have the financial resources to meet such  indemnification
obligations,  then the  Indemnifying  Persons shall have the right to assume the
defense of any Third Party Claim at their own expense and by their own  counsel,
which counsel  shall be  reasonably  satisfactory  to the  Indemnified  Persons;
provided,  however,  that the  Indemnifying  Persons shall not have the right to
assume the defense of any Third Party Claim,  notwithstanding the giving of such
written  acknowledgment,  if (i) the  Indemnified  Persons  have been advised by
counsel that there are one or more legal or equitable defenses available to them
that are different  from or in addition to those  available to the  Indemnifying
Persons, and, in the reasonable opinion of the Indemnified Persons,  counsel for
the  Indemnifying  Persons could not  adequately  represent the interests of the
Indemnified  Persons  because such interests  could be in conflict with those of
the Indemnifying Persons, (ii) such action or proceeding involves, or could have
a  material  effect  on,  any  matter  beyond  the scope of the  indemnification
obligation of the Indemnifying  Persons, or (iii) the Indemnifying  Persons have
not assumed the defense of the Third Party Claim in a timely fashion.

                                       30
<PAGE>

         (c)      If the  Indemnifying  Persons  assume  the  defense of a Third
Party Claim (under  circumstances  in which the proviso to Section 8.3(b) is not
applicable),  the Indemnifying Persons shall not be responsible for any legal or
other  defense  costs  subsequently  incurred  by  the  Indemnified  Persons  in
connection with the defense thereof. If the Indemnifying Persons do not exercise
their  right to assume the  defense of a Third Party Claim by giving the written
acknowledgment  referred to in Section 8.3(b), or are otherwise  restricted from
so  assuming  by  the  proviso  to  Section  8.3(b),  the  Indemnifying  Persons
nevertheless  shall be entitled to  participate  in such  defense with their own
counsel  and at their own  expense.  If the  defense of a Third  Party  Claim is
assumed by the Indemnified  Persons pursuant to clause (i) or clause (ii) of the
proviso to Section  8.3(b),  the  Indemnified  Persons  shall not be entitled to
settle  such  Third  Party  Claim  without  the  prior  written  consent  of the
Indemnifying  Persons,  which  consent  shall not be  unreasonably  withheld  or
delayed.

         (d)      If the Indemnifying Persons exercise their right to assume the
defense of a Third Party Claim, (i) the Indemnified Persons shall be entitled to
participate  in such defense  with their own counsel at their own  expense,  and
(ii) the  Indemnifying  Persons  shall  not make any  settlement  of any  claims
without the prior  written  consent of the  Indemnified  Persons,  which consent
shall not be unreasonably withheld or delayed.

8.4      Survival of Representations and Warranties.

         (a)      Subject to the further  provisions  of this  Section  8.4, the
representations and warranties of the Seller Group contained in Article IV or in
any  certificate  or other writing  delivered in connection  with this Agreement
shall survive the First Closing,  and shall expire and be of no further force or
effect on the third anniversary of the First Closing;  provided,  however,  that
the  representations  and  warranties  contained  in Article  III,  Section 4.1,
Section 4.2,  Section 4.3,  Section 4.4,  Section 4.5,  Section 4.10 and Section
4.20 shall survive the First Closing  indefinitely and the  representations  and
warranties  contained  in Section 4.9 and Section  4.18 shall  survive the First
Closing until ninety (90) days after the expiration of the  applicable  statutes
of limitations for claims applicable to the matters covered thereby.  Subject to
the further provisions of this Section 8.4, the  representations  and warranties
of the  Stockholder  contained  in Article  III or in any  certificate  or other
writing delivered in connection with this Agreement and the  representations and
warranties  of the  Purchaser  contained in Article V or in any  certificate  or
other writing  delivered in  connection  with this  Agreement  shall survive the
First Closing  indefinitely.  The  covenants and other  agreements of the Seller
Group and the  Purchaser  contained in this  Agreement  shall  survive the First
Closing until they are performed in full or otherwise  expire or are  terminated
by  their  terms.  For  convenience  of  reference,  the  date  upon  which  any
representation or warranty contained herein shall terminate, if any, is referred
to as the "Survival Date."

         (b)      From and after the First Closing,  the  Stockholder  shall not
have any  recourse  against the  Company  for any breach of any  representation,
warranty, covenant or agreement of the Company set forth in this Agreement or in
any  certificate  or other writing  delivered by the Company in connection  with
this Agreement.

8.5      Limitations on Indemnification.

         (a)      Indemnity Basket for the Stockholder. From and after the First
Closing,  the Purchaser  Indemnified  Persons (or any member  thereof) shall not
have the right to be indemnified  pursuant to Section 8.1(a)(i) unless and until
the Purchaser Indemnified Persons (or any member thereof) shall have incurred on
a cumulative basis aggregate Losses in an amount exceeding GBP 37,500, whereupon
the Purchaser  Indemnified  Persons (or any member thereof) shall be entitled to
indemnification for all Losses incurred by the Purchaser Indemnified Persons (or
any member thereof);  provided,  however, that in no event shall the limitations
set forth in this Section 8.5(a) apply with respect to (i) any breaches of those
representations  and warranties set forth in Article III,  Section 4.1,  Section
4.2,  Section 4.3,  Section  4.4,  Section 4.5,  Section  4.10,  or Section 4.20
(collectively,  the "Excluded Seller  Representations"),  or (ii) any willful or
knowing   breach  or  any   fraudulent  or   intentional   acts  or  intentional
misrepresentations of any member of the Seller Group.

         (b)      Indemnity Limitations for the Stockholder.  From and after the
First  Closing,  the sum of all Losses  incurred  by the  Purchaser  Indemnified
Persons (or any member thereof) pursuant to which  indemnification is payable by
the Stockholder  pursuant to Section  8.1(a)(i) shall not exceed GBP 10,000,000;
provided,  however,  that in no event  shall the  limitations  set forth in this
Section 8.5(b) apply with respect to (i) the Excluded Seller Representations, or
(ii) any willful or knowing breach of such  representations or warranties or any
fraudulent or intentional acts or intentional  misrepresentations  of any member
of the Seller Group.

                                       31
<PAGE>

         (c)      Indemnity Baskets for the Purchaser.  From and after the First
Closing,  the  Seller  Indemnified  Persons  shall  not  have  the  right  to be
indemnified   pursuant  to  Section   8.1(b)(i)  unless  and  until  the  Seller
Indemnified  Persons (or any member thereof) shall have incurred on a cumulative
basis aggregate Losses in an amount  exceeding GBP 37,500,  whereupon the Seller
Indemnified Persons (or any member thereof) shall be entitled to indemnification
for all  Losses  incurred  by the  Seller  Indemnified  Persons  (or any  member
thereof); provided, however, that in no event shall the limitations set forth in
this Section  8.5(c) apply with respect to any willful or knowing breach of such
representations   or  warranties  or  any  fraudulent  or  intentional  acts  or
intentional misrepresentations of the Purchaser.

         (d)      Indemnity  Limitations  for the Purchaser.  From and after the
First  Closing,  the sum of all  Losses  pursuant  to which  indemnification  is
payable by the  Purchaser  pursuant  to Section  8.1(b)(i)  shall not exceed GBP
10,000,000;  provided, however, that in no event shall the limitations set forth
in this Section  8.5(d)  apply with respect to any willful or knowing  breach of
such  representations  or warranties or any  fraudulent or  intentional  acts or
intentional misrepresentations of the Purchaser.

         (e)      Indemnity  Limitation on Shares.  From and after First Closing
the sum of all Losses  incurred  by the  Purchaser  Indemnified  Persons (or any
member thereof) pursuant to which  indemnification is payable by the Stockholder
pursuant to Section  8.1(a)(i)  shall be satisfied  and any recovery may be made
only  against any shares in the Escrow  Account and not against any of the other
assets or property of the Stockholder; provided, however, that in no event shall
the  limitations  set forth in this Section 8.5(e) apply with respect to (i) the
Excluded Seller  Representations,  or (ii) any willful or knowing breach of such
representations   or  warranties  or  any  fraudulent  or  intentional  acts  or
intentional misrepresentations of any member of the Seller Group. From and after
First Closing the Purchaser and/or the Purchaser  Indemnified Persons shall have
no claim or right of action against the  shareholders  of the Company absent any
fraudulent or  intentional  acts or intentional  misrepresentations  of any such
shareholder of the Company.

8.6      Exclusion of certain claims.

         (a)      No  claim  shall  be  made  by  the   Purchaser   against  the
Stockholder and the  Stockholder  shall have no liability to the Purchaser under
this agreement, including the Warranties, in respect of any matter or liability,
which is fairly and  accurately  disclosed  in this  Agreement as of the date of
execution of this Agreement;

         (b)      To the extent that it arises or is increased as a result of or
is otherwise attributable to:

                  (i)      any change in or introduction of new law;

                  (ii)     any change in the rates of tax; or

                  (iii)    any  change or  withdrawal  by any  authority  of any
         published  administrative  practice; in each case announced after First
         Closing;

         (c)      To the extent that loss or  liability is  recoverable  under a
policy of insurance  or otherwise at no cost to the  Purchaser or the Company or
its subsidiaries.

8.7      Mitigation.

         Nothing  contained in this Agreement shall have the effect of relieving
the Purchaser from any duty to mitigate any loss or damage suffered by it.

8.8      Parties to claim.

         The Warranties and the undertakings, covenants and indemnities given by
the  Stockholder and the Purchaser under this Agreement shall be actionable only
by the original Purchaser and original  Stockholder and no person other than the
Purchaser or Stockholder may make any Claim or take any action against the other
party under this Agreement.

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<PAGE>

                                   ARTICLE IX
                       TERMINATION; EFFECT OF TERMINATION

9.1      Termination.

         This Agreement may be terminated at any time prior to the First Closing
by:

                  (i)      the mutual consent of the Purchaser and the Company;

                  (ii)     the  Purchaser,  if there  has  been a breach  by any
         member of the Seller Group of any representation, warranty, covenant or
         agreement set forth in this Agreement  that such breaching  party fails
         to cure within ten (10) Business Days after notice  thereof is given by
         the  Purchaser  (except no cure period  shall be provided  for any such
         breach that by its nature cannot be cured);

                  (iii)    the  Company,  if  there  has  been a  breach  by the
         Purchaser of any  representation,  warranty,  covenant or agreement set
         forth in this  Agreement  that the  Purchaser  fails to cure within ten
         (10) Business Days after notice thereof is given by the Company (except
         no cure period shall be provided for any such breach that by its nature
         cannot be cured);

                  (iv)     the Purchaser, if the conditions set forth in Section
         7.1 or Section 7.2 have not been  satisfied or waived by the  Purchaser
         by January 31, 2005;

                  (v)      the Company,  if the  conditions set forth in Section
         7.1 or Section 7.3 have not been  satisfied or waived by the Company by
         January 31, 2005; or

                  (vi)     the   Purchaser  or  the  Company  if  any  permanent
         injunction  or other Order of a court or other  competent  Governmental
         Entity  preventing  the First Closing shall have become final,  binding
         and non-appealable;

provided,  however, that neither the Purchaser nor the Company shall be entitled
to  terminate  this  Agreement  pursuant  to clause  (iv) or clause  (v) of this
Section  9.1,  respectively,  if such party's  breach (or,  with respect to such
termination  by the Company,  the  Stockholder's  breach) of this  Agreement has
prevented the  satisfaction of any such condition.  Any termination  pursuant to
clause (i) of this Section 9.1 shall be effected by a written  instrument signed
by the Purchaser and the Company,  and any termination  pursuant to this Section
9.1 (other than a termination  pursuant to clause (i) of this Section 9.1) shall
be effected by written  notice from the party or parties so  terminating  to the
other parties  hereto,  which notice shall specify the Section of this Agreement
pursuant to which this Agreement is being  terminated.  If (i) this Agreement is
terminated by the Purchaser pursuant to Section 9.1(ii) or (ii) the Seller Group
fails to  consummate  the  transaction  contemplated  by this  Agreement  before
January 31,  2005,  even though all  conditions  to Seller  Group's  obligations
specified in Article VII hereof,  and all conditions to Purchaser's  obligations
specified in Article VII hereof,  shall have been  satisfied or waived,  in each
case on or before  January 31, 2005,  the Company will  promptly pay Purchaser a
fee equal to US  $75,000 in  immediately  available  funds.  Payment of the fees
described  in this Section 9.1 will be  Purchaser's  sole and  exclusive  remedy
against the Seller Group in the event of (i) a termination  of this Agreement by
the  Purchaser  pursuant to Section  9.1(ii) or (ii) Seller  Group's  failure to
consummate the  transaction  contemplated  by this Agreement  before January 31,
2005, if all conditions to Seller Group's  obligations  specified in Article VII
hereof, and all conditions to Purchaser's  obligations  specified in Article VII
hereof,  shall have been satisfied or waived,  in each case on or before January
31, 2005. If (i) this Agreement is terminated by the Company pursuant to Section
9.1(iii) or (ii) Purchaser fails to consummate the  transaction  contemplated by
this  Agreement   before  January  31,  2005,  even  though  all  conditions  to
Purchaser's  obligations  specified in Article VII hereof, and all conditions to
Seller  Group's  obligations  specified  in Article VII hereof,  shall have been
satisfied or waived, in each case on or before January 31, 2005,  Purchaser will
promptly pay Company a fee equal to US $75,000 in immediately  available  funds.
Payment of the fees  described in this  Section 9.1 will be Seller  Group's sole
and exclusive  remedy against the Purchaser in the event of (i) a termination of
this Agreement by the Company  pursuant to Section  9.1(iii) or (ii) Purchaser's
failure to consummate the  transaction  contemplated  by this  Agreement  before
January 31, 2005, if all  conditions  to  Purchaser's  obligations  specified in
Article VII hereof, and all conditions to Seller Group's  obligations  specified
in Article VII hereof,  shall have been satisfied or waived,  in each case on or
before January 31, 2005.

                                       33
<PAGE>

9.2      Effect of Termination.

         In the event of the  termination of this Agreement  pursuant to Section
9.1, this Agreement  shall be of no further force or effect,  except for Section
6.4,  Section 6.9,  Section 6.13,  this Section 9.2 and Article X, each of which
shall survive the termination of this  Agreement;  provided,  however,  that the
Liability  of any party for any  breach  by such  party of the  representations,
warranties,  covenants or agreements  of such party set forth in this  Agreement
occurring  prior  to  the  termination  of  this  Agreement  shall  survive  the
termination  of this  Agreement,  and,  in the event of any action for breach of
contract in the event of a termination of this Agreement,  the prevailing  party
shall be  reimbursed  by the other party to such action for all fees,  costs and
expenses relating to such action incurred by the prevailing party, including the
fees,  costs and  expenses  of  attorneys,  accountants  and other  professional
advisers,  and including those incurred in the  investigation of any such breach
and in enforcing the terms of this Section 9.2.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

10.1     Amendment.

         This Agreement may not be altered or otherwise  amended except pursuant
to an  instrument  in writing  signed by each  party,  except that any party may
waive any obligation owed to it by another party under this Agreement. No waiver
by any  party of any  default,  misrepresentation,  or  breach  of  warranty  or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

10.2     Entire Agreement.

         This Agreement and the other agreements and documents referenced herein
(including the Schedules, Annexes and Exhibits (in their executed form) attached
hereto) and any other document or agreement  contemporaneously entered into with
this  Agreement  contain all of the  agreements  among the  parties  hereto with
respect  to  the  transactions  contemplated  hereby  and  supersede  all  prior
agreements or understandings  among the parties with respect thereto  (including
the Letter of Intent  (the  "Letter of  Intent")  dated  July 30,  2004,  by and
between the Stockholder and the Purchaser).

10.3     Severability.

         It is the desire and intent of the parties that the  provisions of this
Agreement  be  enforced  to the fullest  extent  permissible  under the Laws and
public policies  applied in each  jurisdiction  in which  enforcement is sought.
Accordingly,  in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction,  shall be ineffective,  without invalidating
the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or
enforceability of such provision in any other jurisdiction.  Notwithstanding the
foregoing,  if such  provision  could  be more  narrowly  drawn  so as not to be
invalid, prohibited or unenforceable in such jurisdiction,  it shall, as to such
jurisdiction,   be  so  narrowly  drawn,   without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

10.4     Benefits of Agreement.

         All of the terms and provisions of this Agreement shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
permitted assigns. Except as expressly provided herein, this Agreement shall not
confer any rights or remedies upon any Person other than the foregoing. Anything
contained herein to the contrary  notwithstanding,  (a) this Agreement shall not
be  assignable  by any member of the Seller  Group  without the express  written
consent of the Purchaser and (b) the Purchaser  may,  without the consent of any
other party hereto, (i) assign any or all of its rights and interests  hereunder
to one or more of its  Affiliates and designate one or more of its Affiliates to
perform its obligations hereunder,  and (ii) assign any or all of its rights and
interests  hereunder as security for any obligations  arising in connection with
the financing of the transactions  contemplated  hereby,  in any or all of which
cases the Purchaser  nonetheless shall remain responsible for the performance of
its obligations hereunder.

                                       34
<PAGE>

10.5     Expenses; Sales and Transfer Taxes.

         Except as otherwise  provided in this  Agreement,  the Purchaser on the
one hand and the  Seller  Group on the other  hand  shall  each  bear  their own
expenses  incurred  in  connection  with this  Agreement  (including  the legal,
accounting and due diligence  fees,  costs and expenses  incurred by such party)
and  shall  each pay their  own  sales,  use,  gains  and  excise  Taxes and all
registration or transfer taxes that may be payable in connection with or arising
as a  result  of  the  consummation  of the  transaction  contemplated  by  this
Agreement.

10.6     Remedies.

         The parties each shall have and retain all rights and remedies existing
in their favor under this Agreement,  at law or in equity,  including  rights to
bring actions for specific  performance,  injunctive and other equitable  relief
(including the remedy of rescission) to enforce or prevent a breach or violation
of any provision of this  Agreement,  and all such rights and remedies shall, to
the extent  permitted by applicable  Law, be cumulative and a party's pursuit of
any such  right or remedy  shall not  preclude  such party  from  exercising  or
pursuing any other available right or remedy.

10.7     Notices.

         All notices or other communications pursuant to this Agreement shall be
in  writing  and shall be  deemed  to be  sufficient  if  delivered  personally,
telecopied,  sent by  nationally-recognized,  overnight  courier  or  mailed  by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice):

                  (i)      if to the Company or the Stockholder, to:

                                 Integra SP Holdings LTD.
                                 45 Tabernacle Street
                                 London EC2A 4AA
                                 Attention: Sven Thiele
                                 Telephone No.: 44 (0) 20 7608 7220
                                 Facsimile No.: 44 (0) 20 7608 7221

                                 with a copy to:

                                 Bircham Dyson Bell
                                 50 Broadway
                                 Westminster
                                 London SW1H 0BL
                                 Attention: Guy Vincent
                                 Telephone No.: +44 (0)20 7227 7000
                                 Facsimile No.: +44 (0)20 7222 3480

                  (ii)     if to the Purchaser, to:

                                 Tiger Telematics, Inc.
                                 10201 Centurion Parkway North
                                 Suite 600
                                 Jacksonville, Florida 32256
                                 Attention:  Michael W. Carrender
                                 Telephone No.:(904) 279-9240
                                 Facsimile No.:(904) 279-9242

                                 with a copy to:

                                 Smith Hulsey & Busey
                                 225 Water Street, Suite 1800
                                 Jacksonville, Florida 32202
                                 Attention:  John R. Smith, Jr.
                                 Telephone No.:(904) 359-7700
                                 Facsimile No.:(904) 359-7712

All such notices and other communications shall be deemed to have been given and
received  (i) in the case of personal  delivery,  on the date of such  delivery,

                                       35
<PAGE>

(ii) in the case of delivery by telecopy, on the date of such delivery, (iii) in
the  case  of  delivery  by  nationally-recognized,  overnight  courier,  on the
Business Day following  dispatch,  and (iv) in the case of mailing, on the third
Business Day following such mailing.

10.8     Counterparts and Facsimile Execution.

         This  Agreement may be executed in two or more  counterparts,  and each
such  counterpart  shall  be  deemed  to be an  original  instrument.  All  such
counterparts  shall be  considered  one and the same  agreement and shall become
effective when one or more  counterparts have been signed by each of the parties
and  delivered  (by  facsimile  or  otherwise)  to the other  parties,  it being
understood that all parties need not sign the same counterpart.  Any counterpart
or other  signature  hereupon  delivered  by  facsimile  shall be deemed for all
purposes as constituting good and valid execution and delivery of this Agreement
by such party.

10.9     Governing  Law.

         (a)      THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE DOMESTIC  LAWS OF THE STATE OF DELAWARE,  WITHOUT  GIVING EFFECT TO ANY
CHOICE  OF LAW OR  CONFLICTING  PROVISION  OR  RULE  (WHETHER  OF THE  STATE  OF
DELAWARE,  OR  ANY  OTHER  JURISDICTION)  THAT  WOULD  CAUSE  THE  LAWS  OF  ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED.

         (b)      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX  FINANCIAL
TRANSACTIONS  ARE MOST QUICKLY AND  ECONOMICALLY  RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH THAT APPLICABLE LAWS,  EVIDENTIARY  RULES AND
JUDICIAL PROCEDURES APPLY OR THAT APPLICABLE LAWS AND ARBITRATION RULES IN CASES
IN WHICH THE  PARTIES  HAVE  EXPRESSLY  AGREED TO SUBMIT  ANY SUCH  DISPUTES  TO
BINDING ARBITRATION APPLY, THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY
A  JUDGE  APPLYING  SUCH  APPLICABLE  LAWS,   EVIDENTIARY   RULES  AND  JUDICIAL
PROCEDURES,  OR BY AN ARBITRATOR  APPLYING APPLICABLE LAWS AND ARBITRATION RULES
IN  SUCH  CASES  WHERE  THEY  HAVE  EXPRESSLY  AGREED  TO  BINDING  ARBITRATION.
THEREFORE,  TO ACHIEVE THE BEST  COMBINATION  OF THE  BENEFITS  OF THE  JUDICIAL
SYSTEM AND OF  ARBITRATION,  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY  ACTION,  SUIT OR  PROCEEDING  BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES  UNDER THIS  AGREEMENT OR ANY  DOCUMENTS  RELATED  HERETO.  THE PARTIES
HERETO  AGREE THAT ALL  DISPUTES  AMONG THEM  ARISING  OUT OF,  CONNECTED  WITH,
RELATED  TO,  OR  INCIDENTAL  TO THE  RELATIONSHIP  ESTABLISHED  AMONG  THEM  IN
CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL
COURTS LOCATED IN THE CITY OF  JACKSONVILLE,  FLORIDA,  AND ANY APPELLATE  COURT
FROM ANY THEREOF.

10.10    Jurisdiction and Venue.

         (a)      Each   of  the   parties   hereto   hereby   irrevocably   and
unconditionally  submits,  for  himself,  herself or itself and his,  her or its
property,  to the exclusive  jurisdiction  of any Florida state court or federal
court of the United States of America sitting in Jacksonville,  Florida, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this  Agreement or the  transactions  contemplated  hereunder or for
recognition  or enforcement of any judgment  relating  thereto,  and each of the
parties hereto hereby irrevocably and unconditionally  agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
Florida  state court or, to the extent  permitted  by law,  in any such  federal
court.  Each of the  parties  hereto  agrees  that a final  judgment in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions by suit on the judgment or in any other manner provided by law.

         (b)      Each   of  the   parties   hereto   hereby   irrevocably   and
unconditionally  waives,  to the  fullest  extent he, she or it may  legally and
effectively do so, any objection that he, she or it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this  Agreement  or the  transactions  contemplated  hereunder in any Florida
state or federal court of the United States of America sitting in  Jacksonville,
Florida.  Each of the parties hereto hereby  irrevocably  waives, to the fullest
extent he,  she or it may  legally  and  effectively  do so,  the  defense of an
inconvenient  forum to the maintenance of such suit, action or proceeding in any
such court.

         (c)      Each of the parties  hereto  hereby  agree that the mailing by
certified or registered mail, return receipt requested,  of any process required
by any such court shall  constitute  valid and lawful service of process against
them, without the necessity for service by any other means provided by law.

                                       36
<PAGE>

10.11    Mutual Contribution.

         The  parties  to this  Agreement  and  their  respective  counsel  have
contributed  mutually  to the  drafting  of  this  Agreement.  Consequently,  no
provision of this Agreement  shall be construed  against any party on the ground
that a party drafted the provision or caused it to be drafted.

10.12    No Third Party Beneficiaries.

         Except as expressly  provided in this  Agreement,  this Agreement shall
not confer any rights or remedies upon any Person other than the parties  hereto
and their respective successors and permitted assigns.

10.13    Independence of Covenants and Representations and Warranties.

         All covenants  hereunder shall be given independent effect so that if a
certain action or condition constitutes a default under a certain covenant,  the
fact that such action or condition is  permitted by another  covenant  shall not
affect the  occurrence  of such default,  unless  expressly  permitted  under an
exception  to such  initial  covenant.  In  addition,  all  representations  and
warranties  hereunder shall be given independent  effect so that if a particular
representation or warranty proves to be incorrect or is breached,  the fact that
another representation or warranty concerning the same or similar subject matter
is correct or is not breached shall not affect the  incorrectness of or a breach
of a representation and warranty hereunder.

10.14    Interpretation; Construction.

         The term "Agreement"  means this Purchase  Agreement  together with all
Schedules,  Annexes and  Exhibits  hereto,  as the same may from time to time be
amended, modified, supplemented or restated in accordance with the terms hereof.
Certain  capitalized  terms used and not  otherwise  defined  elsewhere  in this
Agreement have the meanings given to them in Annex II attached  hereto.  In this
Agreement,  the term "knowledge" of any Person means (i) the actual knowledge of
such  Person,  and (ii) that  knowledge  that should have been  acquired by such
Person after making such  reasonable  inquiry and exercising such reasonable due
diligence  as a  prudent  businessperson  would  have made or  exercised  in the
management of his or her business affairs, including reasonable inquiry of those
directors,   officers,   key  employees  and  professional  advisors  (including
attorneys,  accountants and  consultants) of such Person who could reasonably be
expected to have actual  knowledge of the matters in  question.  For purposes of
the preceding  sentence,  the knowledge,  both actual and  constructive,  of the
Stockholder and each other director, officer and key employee of the Company and
its Subsidiaries shall be imputed to each member of the Seller Group. The use in
this Agreement of the word "including"  means "including,  without  limitation."
The words "herein," "hereof,"  "hereunder,"  "hereby," "hereto,"  "hereinafter,"
and other words of similar import refer to this Agreement as a whole,  including
the  Schedules,  Annexes  and  Exhibits,  as the same  may from  time to time be
amended, modified,  supplemented or restated, and not to any particular article,
section,  subsection,  paragraph,  subparagraph  or  clause  contained  in  this
Agreement.  All  references  to  articles,  sections,  subsections,  paragraphs,
subparagraphs,  clauses, Schedules, Annexes and Exhibits mean such provisions of
this  Agreement  and  the  Schedules,  Annexes  and  Exhibits  attached  to this
Agreement,  except where otherwise stated. The title of and the article, section
and paragraph  headings in this Agreement are for  convenience of reference only
and  shall  not  govern  or  affect  the  interpretation  of any of the terms or
provisions  of this  Agreement.  The use herein of the  masculine,  feminine  or
neuter forms also shall denote the other forms,  as in each case the context may
require.  Where  specific  language  is used to  clarify  by  example  a general
statement  contained  herein,  such  specific  language  shall  not be deemed to
modify,  limit  or  restrict  in any  manner  the  construction  of the  general
statement to which it relates.  The  language  used in this  Agreement  has been
chosen by the  parties to express  their  mutual  intent,  and no rule of strict
construction  shall be applied against any party.  Accounting terms used but not
otherwise  defined  herein  shall have the  meanings  given to them under  GAAP.
Unless  expressly  provided  otherwise,  the measure of a period of one month or
year for purposes of this Agreement shall be that date of the following month or
year corresponding to the starting date,  provided that if no corresponding date
exists,  the  measure  shall  be  that  date  of the  following  month  or  year
corresponding  to the next day following  the starting  date.  For example,  one
month following February 18 is March 18, and one month following March 31 is May
1.

                                    * * * * *


                                       37
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Purchase
Agreement as of the date first written above.


                                          Company:
                                          -------

                                          INTEGRA SP HOLDINGS LTD.


                                          By:
                                             -----------------------------------
                                               Sven Thiele, CEO



                                          Stockholder:
                                          -----------

                                          INTEGRA SP NOMINEE LTD.


                                          By:
                                             -----------------------------------
                                               Sven Thiele, CEO



                                          Purchaser:
                                          ---------

                                          TIGER TELEMATICS, INC.


                                          By:
                                             -----------------------------------
                                               Michael W. Carrender, CEO





                                       38
<PAGE>


                                    Management  Stockholders:
                                    -------------------------
                                    The following individuals are signing this
                                    Agreement solely for the purpose of agreeing
                                    to be bound by the provisions of Section 6.8
                                    of this Agreement.



                                    ____________________________________________
                                    Sven Thiele, Individually



                                    ____________________________________________
                                    Alan Palmer, Individually



                                    ____________________________________________
                                    David Ventris, Individually
















                                       39
<PAGE>



                                     ANNEX I

                                   Stockholder
                                   -----------



Name and Address
----------------


INTEGRA SP NOMINEE LTD.














                                       40
<PAGE>

                                    ANNEX II

                               Certain Definitions
                               -------------------

                  "Acquisition Proposal" means any offer, proposal or indication
of  interest  in (i) the direct or  indirect  acquisition  or sale of all or any
material part of the Company or any of its  Subsidiaries  (whether by stock sale
or  asset  sale),  (ii)  a  merger,  consolidation  or  other  similar  business
combination, or a reorganization, recapitalization or other similar transaction,
directly or indirectly  involving the Company or any of its Subsidiaries,  (iii)
the direct or indirect  acquisition of any capital stock or other  securities of
the  Company or any of its  Subsidiaries,  or (iv) any stock sale or issuance or
debt and/or equity financing directly or indirectly involving the Company or any
of its Subsidiaries.

                  "Affiliate"  means, with respect to any Person, (i) a partner,
member, owner,  shareholder,  trustee,  director or officer of such Person or of
any Person identified in clause (iii) below, (ii) a spouse,  parent,  sibling or
descendant  of such  Person (or spouse,  parent,  sibling or  descendant  of any
partner, member, owner, shareholder, trustee, director or officer of such Person
or of any Person  identified in clause (iii) below),  and (iii) any other Person
that, directly or indirectly through one or more  intermediaries,  Controls,  is
Controlled by or is under common Control with such Person.

                  "Arbitrating  Accountants"  means  such  independent  "Big  5"
public  accounting  firm  as  shall  be  agreed  upon by the  Purchaser  and the
Stockholder in writing or, if the Purchaser and the Stockholder cannot so agree,
by lot from among the independent  "Big 5" public  accounting  firms (other than
the Purchaser's Accountants and PriceWaterhouseCoopers).

                  "Business Day" means any day that is not a Saturday, Sunday or
a day on which  banking  institutions  in New York,  New York are  authorized or
required to be closed.

                  "Capital  Lease"  means  any  obligation  to pay rent or other
amounts  under any lease of (or other  arrangement  conveying  the right to use)
assets or properties,  whether real,  personal or mixed,  which  obligations are
required to be classified and accounted for as capital leases on a balance sheet
of such Person as of such date computed in accordance with GAAP.

                  "Charter  Documents"  means,  (i) as to any  corporation,  the
articles,  certificate  or memorandum of  incorporation  or  association of such
corporation, the by-laws of such corporation, and each other instrument or other
document governing such corporation's existence and internal affairs, (ii) as to
any  limited  partnership,  the  certificate  of  limited  partnership  of  such
partnership,  the agreement of limited partnership of such partnership, and each
other instrument or other document  governing such  partnership's  existence and
internal  affairs,  (iii) as to any limited  liability  company,  the  articles,
certificate or memorandum of organization of such limited liability company, the
operating agreement of such limited liability company, and each other instrument
or other  document  governing  such limited  liability  company's  existence and
internal  affairs,  and (iv) as to any trust,  the agreement or other instrument
creating  such  trust  and  any  and  all  other   documents,   instruments  and
certificates  granting (and  limiting) the powers and  authorities of such trust
and the  trustee(s)  thereof and governing the activities and operations of such
trust and the  trustee(s)  thereof,  in each case in clauses  (i)  through  (iv)
above, as amended and restated and in effect at the time in question.

                  "Commission"  means the United States  Securities and Exchange
Commission, or any Governmental Entity succeeding to the functions thereof.

                  "Contract"  means any loan or credit  agreement,  note,  bond,
mortgage,  indenture, license, lease, sublease, grant of easement, right of way,
purchase  order,  sale  order,  service  order,  or other  contract,  agreement,
commitment,  instrument,  permit,  concession,  franchise  or  license,  whether
written or oral.

                  "Control" means,  with respect to any Person,  the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  or policies of a Person,  whether  through the  ownership  of voting
securities, by Contract or otherwise.

                  "Employee  Benefit  Plan" means any employee  benefit,  fringe
benefit,  compensation,   severance,  incentive,  bonus,  profit-sharing,  stock
option,  stock purchase or other plan,  program or  arrangement,  whether or not
funded.

                  "Encumbrances"   means  and   includes   security   interests,
mortgages,  liens,  pledges,  charges,  easements,  reservations,  restrictions,
rights of way, servitudes,  options, rights of first refusal, community property
interests,  equitable  interests,   restrictions  of  any  kind  and  all  other

                                        1
<PAGE>

encumbrances,  whether  or  not  relating  to the  extension  of  credit  or the
borrowing  of money;  provided,  however,  Encumbrances  shall not  include  any
restrictions imposed by United States federal and state securities laws.

                  "Environmental,  Health  and  Safety  Laws"  means  all  Laws,
Permits, Orders, Contracts and common law relating to or addressing pollution or
protection of the environment,  public health and safety, or employee health and
safety,   including  all  those  relating  to  the  presence,  use,  production,
generation,    handling,    transportation,    treatment,   storage,   disposal,
distribution,  labeling,  testing,  processing,  discharge,  release, threatened
release,  control or cleanup of any hazardous  materials,  substances or wastes,
chemical substances or mixtures,  pesticides,  pollutants,  contaminants,  toxic
chemicals,   petroleum   products  or  byproducts,   asbestos,   polychlorinated
biphenyls,  noise or radiation,  in each case as amended and in effect from time
to time.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974,  as amended,  and any  successor  legislation  thereto,  and the rules and
regulations promulgated thereunder, all as the same shall be in effect from time
to time.

                  "ERISA Affiliate" means, with respect to any Person, any other
Person that is a member of a  "controlled  group of  corporations"  with,  or is
under  "common  control"  with, or is a member of the same  "affiliated  service
group" with such Person as defined in Section 414(b),  414(c),  414(m) or 414(o)
of the Code.

                  "Exchange Rate" means the average closing currency  conversion
rate published on www.msn.com,  or if such website is not available,  on another
currency  conversion  website  mutually  agreeable  to  the  Purchaser  and  the
Stockholder, averaged over a period of 11 days consisting of the day as of which
the "Exchange  Rate" is being  determined and the 10  consecutive  business days
prior to such day.

                  "Funded   Indebtedness"  means,   without   duplication,   the
aggregate  amount   (including  the  current   portions   thereof)  of  all  (i)
indebtedness for money borrowed by the Company or any of its  Subsidiaries  from
other Persons  (including  any  prepayment  and similar  penalties) and purchase
money  indebtedness  (other  than  accounts  payable in the  ordinary  course of
business,  consistent  with  past  practice);  (ii)  indebtedness  of  the  type
described in clause (i) above guaranteed,  directly or indirectly, in any manner
by the Company or any of its Subsidiaries or in effect  guaranteed,  directly or
indirectly,  in any manner by the Company or any of its  Subsidiaries  through a
Contract or other  understanding  or  arrangement,  contingent or otherwise,  to
supply  funds to, or in any other manner  invest in, the debtor,  or to purchase
indebtedness,  or to purchase and pay for  property if not  delivered or pay for
services if not  performed,  primarily for the purpose of enabling the debtor to
make  payment of the  indebtedness  or to assure the owners of the  indebtedness
against loss (any such  Contract or other  understanding  or  arrangement  being
referred to as a "Guaranty") (but the term "Guaranty" shall exclude endorsements
of checks and other  instruments in the ordinary course or business,  consistent
with past practice);  (iii) all indebtedness of the type described in clause (i)
above secured by any Encumbrance  upon assets or properties owned by the Company
or any of its  Subsidiaries  even though the Company or any such  Subsidiary has
not in any manner  become  liable for the  payment  of such  indebtedness;  (iv)
Capital  Leases,  and (v) all  interest  expense and other  charges  accrued but
unpaid, and all prepayment penalties and premiums, on or relating to any of such
indebtedness. Funded Indebtedness of the Company and each of its Subsidiaries as
of the date hereof is set forth on Schedule 4.13(d).

                  "GAAP" means generally accepted  accounting  principles in the
United  Kingdom,  as  promulgated by the English  Institute of Certified  Public
Accountants, consistently applied.

                  "Governmental Entity" means any domestic or foreign government
or political  subdivision thereof,  whether on a federal,  state,  provincial or
local level and whether legislative,  executive,  judicial in nature,  including
any agency,  authority,  board, bureau,  commission,  court, department or other
instrumentality thereof.

                  "Guaranty"  has the meaning  given to it in the  definition of
Funded Indebtedness.

                  "Income Taxes" means all income Taxes (including any Tax on or
based upon net income,  gross  income,  income as specially  defined,  earnings,
profits or selected items of income,  earnings or profits (including state Taxes
imposed on subchapter S corporations)).

                  "Indemnified   Persons"   means  and   includes   the   Seller
Indemnified  Persons and/or the Purchaser  Indemnified  Persons, as the case may
be.

                  "Indemnifying   Persons"   means  and   includes   the  Seller
Indemnifying Persons and/or the Purchaser  Indemnifying Persons, as the case may
be.

                                       2
<PAGE>

                  "Intellectual Property Rights" means all intellectual property
rights,   including  patents,   patent   applications,   trademarks,   trademark
applications,  trade names,  service  marks,  service mark  applications,  trade
dress,  logos  and  designs,  and the  goodwill  connected  with the  foregoing,
copyrights and copyright  applications,  know-how,  trade  secrets,  proprietary
processes  and  formulae,   confidential  information,   franchises,   licenses,
inventions,  instructions,  marketing  materials and all documentation and media
constituting,  describing  or  relating  to the  foregoing,  including  manuals,
memoranda and records.

                  "Law" means any applicable  domestic or foreign law,  statute,
treaty, rule, directive,  regulation,  ordinance or similar provision having the
force or effect of law, whether on a federal,  state,  provincial or local level
(including all  Environmental,  Health and Safety Laws), or any applicable Order
of any Governmental Entity.

                  "Liability"  means  any  actual  or  potential   liability  or
obligation,  whether  known or  unknown,  asserted  or  unasserted,  absolute or
contingent, accrued or unaccrued, or liquidated or unliquidated, and whether due
or to become due, regardless of when asserted.

                  "Litigation Expense" means any out-of-pocket expenses incurred
in connection  with  investigating,  defending or asserting any claim,  legal or
administrative  action,  suit or Proceeding  incident to any matter  indemnified
against hereunder, including court filing fees, court costs, arbitration fees or
costs,  witness  fees,  and fees and  disbursements  of outside  legal  counsel,
investigators, expert witnesses, accountants and other professionals.

                  "Losses"  means any and all losses  (including a diminution in
the value of the Company's capital stock), claims, shortages,  damages, expenses
(including  reasonable attorneys' and accountants' and other professionals' fees
and  Litigation  Expenses),   assessments  and  Taxes  (including  interest  and
penalties  thereon),  as  reduced  by (i) the amount  actually  recovered  under
insurance  policies  (net  of  deductibles  and  incidental  expenses  resulting
therefrom), and (ii) Tax benefits actually realized under Tax Laws in respect of
such Losses, net of all reasonable costs and expenses of recovering any such Tax
benefits.  For purposes of determining  Tax benefits  actually  realized,  there
shall be  included  only those Tax  benefits  resulting  from such Loss that are
actually  realized  before  the  taxable  year in which a payment  for a Loss is
received and Tax benefits resulting from such Loss that are actually realized in
the taxable year in which a payment for a Loss is received,  as increased by (x)
the amount of any Taxes  payable  on such  indemnification  payment  and (y) the
amount of any Taxes payable on the payment referred to in clause (x) hereof. The
Purchaser  and each member of the Seller  Group  hereby  agree that the Purchase
Price shall be deemed to be  decreased  by the amount of any payment made by the
Seller Indemnifying  Persons to the Purchaser with respect to Losses incurred by
the Purchaser  Indemnified Persons for which the Seller Indemnifying Persons was
obligated to indemnify the Purchaser Indemnified Persons.

                  "Management  Stockholder" means those individuals set forth on
the signature  pages of this  Agreement and identified as signing this Agreement
solely for purposes of agreeing to be bound by Section 6.8 of this Agreement.

                  "Market  Price"  of any  security  means  the  average  of the
closing prices of such  security's  sales on all  securities  exchanges on which
such  security may at the time be listed,  or, if there has been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed,  the average of the representative bid and asked prices quoted in
the  NASDAQ  System  as of 4:00  P.M.,  New York  time,  or,  if on any day such
security is not quoted in the NASDAQ System,  the average of the highest bid and
lowest  asked  prices  on such day in the  domestic  over-the-counter  market as
reported  by  the  National  Quotation  Bureau,  Incorporated,  or  any  similar
successor  organization,  in each  such case  averaged  over a period of 11 days
consisting of the day as of which "Market Price" is being  determined and the 10
consecutive business days prior to such day.

                  "NASDAQ" means the National Association of Securities Dealers,
Inc. Automated Quotation System.

                  "Orders"   means   judgments,   writs,   decrees,   compliance
agreements,  injunctions or judicial or administrative orders and determinations
of any Governmental Entity or arbitrator.

                  "Permits"   means  all  permits,   licenses,   authorizations,
registrations,  franchises,  approvals,  consents,  certificates,  variances and
similar rights obtained, or required to be obtained, from a Governmental Entity.

                  "Permitted  Encumbrances" means (i) Encumbrances for Taxes not
yet due and payable or being contested in good faith by appropriate  Proceedings

                                       3
<PAGE>

and for which  there are  adequate  reserves  on the  books,  (ii)  workers'  or
unemployment  compensation liens arising in the ordinary course of business, and
(iii) mechanic's,  materialman's,  supplier's, vendor's or similar liens arising
in the ordinary  course of business,  consistent  with past  practice,  securing
amounts that are not delinquent.

                  "Person"  shall be  construed as broadly as possible and shall
include an individual  or natural  person,  a  partnership  (including a limited
liability  partnership),   a  corporation,   a  limited  liability  company,  an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, a business, a Governmental Entity, and any other entity.

                  "Proceeding"   means  any  action,   suit,   investigation  or
proceeding before any Governmental Entity or arbitrator.

                  "Purchaser   Indemnified   Persons"  means  and  includes  the
Purchaser  and its  Affiliates  (including,  following  the First  Closing,  the
Company),  their respective successors and assigns, and the respective officers,
directors,  successors and permitted assigns and controlling  parties of each of
the  foregoing;  provided,  however,  that any such Person who was, prior to the
First Closing  Date, an officer,  director,  employee,  Affiliate,  successor or
assign of the Company or any of its Subsidiaries, or a Stockholder, shall not in
such  capacity,  be a Purchaser  Indemnified  Person with respect to a breach of
this Agreement based on facts or  circumstances  occurring,  or actions taken by
such Person, at or prior to the First Closing.

                  "Purchaser  Indemnifying  Persons" means the Purchaser and its
successors.

                  "Purchaser   Losses"  means  any  and  all  Losses  sustained,
suffered or incurred by any  Purchaser  Indemnified  Person  arising  from or in
connection with any matter that is the subject of indemnification  under Article
VIII.

                  "Purchaser's Accountants" means GGK/Smith & Williamson (Nexia
Audit Group).

                  "Securities"  means "securities" as defined in Section 2(1) of
the Securities Act.

                  "Securities  Act" means the United  States  Securities  Act of
1933,  as  amended,  or  any  successor  federal  statute,  and  the  rules  and
regulations of the Commission promulgated  thereunder,  all as the same shall be
in effect from time to time.

                  "Securities  Exchange Act" means the United States  Securities
Exchange Act of 1934, as amended,  or any  successor  federal  statute,  and the
rules and regulations of the Commission promulgated thereunder,  all as the same
shall be in effect from time to time.

                  "Seller Indemnified  Persons" means and includes either (i) if
the  First  Closing  does  not  occur,  the  Company,   each  of  the  Company's
Subsidiaries,  each  Stockholder,  and their respective  Affiliates,  directors,
officers,  successors and permitted assigns or (ii) if the First Closing occurs,
each Stockholder and his personal representatives, estate, heirs, successors and
permitted assigns.

                  "Seller Indemnifying Persons" means and includes either (i) if
the  First  Closing  does  not  occur,  the  Company,   each  of  the  Company's
Subsidiaries,  the Stockholder,  and their  respective  successors and permitted
assigns, or (ii) if the First Closing occurs, the Stockholder and its successors
and permitted assigns.

                  "Seller Losses" means any and all Losses  sustained,  suffered
or incurred by any Seller  Indemnified Person arising from or in connection with
any matter that is the subject of indemnification under Article VIII.

                  "Subsidiary"  means,  with  respect to any  Person,  any other
Person (i) whose  Securities  having a majority of the general  voting  power in
electing  the board of  directors or  equivalent  governing  body of such Person
(excluding  Securities  entitled to vote only upon the failure to pay  dividends
thereon or the occurrence of other  contingencies)  are, at the time as of which
any  determination  is being  made,  owned by such  Person  either  directly  or
indirectly through one or more other entities constituting Subsidiaries, or (ii)
a fifty percent (50%) interest in the profits or capital of whom is, at the time
as of which  any  determination  is being  made,  owned  by such  Person  either
directly  or  indirectly  through  one  or  more  other  entities   constituting
Subsidiaries.

                  "Tax Return" means any return, declaration,  report, claim for
refund,  or  information  return or statement  relating to Taxes,  including any
schedule or attachment thereto, and including any amendment thereof.

                                       4
<PAGE>

                  "Taxes"  means,  with  respect to any  Person,  (i) all Income
Taxes and all gross  receipts,  sales,  use,  ad valorem,  transfer,  franchise,
license, withholding, payroll, employment, excise, severance, stamp, occupation,
premium,  property or windfall  profits  taxes,  alternative  or add-on  minimum
taxes, customs duties and other taxes, fees,  assessments or charges of any kind
whatsoever,  together  with all  interest and  penalties,  additions to tax, and
other additional  amounts imposed by any taxing authority  (domestic or foreign)
on such Person, and (ii) any liability for the payment of any amount of the type
described in the  foregoing  clause (i) as a result of (A) being a  "transferee"
(within the meaning of Section 6901 of the Code or any other  applicable Law) of
another  Person,  (B) being a member of an affiliated,  combined or consolidated
group, or (C) a Contract or other understanding or arrangement.

                  "TIGR Shares" means,  restricted  shares of common stock, .001
Dollar par value per share,  of  Purchaser,  issued as  "restricted  securities"
within the meaning of the Securities Act and  represented by stock  certificates
bearing the following  legend:  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE SECURITIES LAWS.  WITHOUT SUCH
REGISTRATIONS,  SUCH  SECURITIES  MAY  NOT BE  SOLD,  PLEDGED,  HYPOTHECATED  OR
OTHERWISE  TRANSFERRED,  EXCEPT  UPON  DELIVERY  TO THE COMPANY OF AN OPINION OF
COUNSEL  REASONABLY  ACCEPTABLE TO THE COMPANY THAT SUCH  REGISTRATIONS  ARE NOT
REQUIRED FOR SUCH  TRANSFER OR THE  SUBMISSION TO THE COMPANY TO THE EFFECT THAT
ANY SUCH  TRANSFER  WILL NOT BE IN VIOLATION OF THE  SECURITIES  ACT OF 1933, AS
AMENDED,  APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER."








                                       5
<PAGE>

                             SELLER GROUP SCHEDULES

                                   Disclosure

         Unless the context otherwise requires words and expressions  defined in
the   Agreement   shall  have  the  same   meaning  in  these   Schedules.   The
representations, warranties and indemnities contained in this Agreement are made
and  given  subject  to  the  disclosures  referred  to or  contained  in  these
Schedules.  The Stockholder  shall not be or be deemed to be in breach of any of
those  representations,  warranties  or  indemnities  (and no claim shall lie or
liability  attach)  in respect  of any  matter  which is fairly  and  accurately
disclosed in these Schedules.  The following are disclosed or are deemed to have
been disclosed by these Schedules:

         (a)      any matter  specifically  described in written  correspondence
between the Stockholder,  the Stockholder's  agents, the Company, any subsidiary
or the Stockholder's  Solicitors and the Purchaser's  Solicitors and accountants
on or before the date of these  Schedules  in relation to the  Agreement  or any
transactions under or associated with it;

         (b)      all the  contents of the  documents  described in the attached
disclosure  schedules  (true,  correct  and  complete  copies of which have been
provided  to  Purchaser  and  initialed  on  behalf of the  Stockholder  and the
Purchaser for purposes of identification); and

         (c)      any matter specifically referred to in the Agreement or in any
document referred to in it.

SCHEDULE 3.1

The Stockholder is a nominee company formed for the purpose of this  transaction
and will  hold the  Shares on behalf of the  Shareholders,  for the  purpose  of
transferring  them to the Purchaser.  The Stockholder  will acquire these Shares
prior to Closing.

The Company has granted a number of options over its shares. The Company will be
inviting  those option  holders to exercise  their  options prior to Closing and
upon exercise of those options and grant of Shares to those option holders those
new shareholders will be asked to transfer their Shares to the Stockholder.  The
Company is taking advice on the nominee  structure whereby the option holder may
set off the price for exercising their options (in total some (pound)6m) against
an equivalent  value of Integra  shares.  This will have a neutral effect on the
balance sheet of the Company.

Neither the Company nor the  Stockholder  is aware of any  Encumbrance  over the
Shares.

The rules of the Integra SP Holdings  Limited 2001 Employees Share Option Scheme
(governed  by  English  law)  and ISO  option  scheme  (governed  by US law) are
disclosed in the Disclosure Document at Tab 3 of Volume 1.

The Shareholders  Agreement entered into between  shareholders of the Company is
disclosed  at Tab 3 of Volume 1 of the  Disclosure  Document.  The  Shareholders
Agreement  contains  certain  restrictions on the ability of the Shareholders to
transfer  their  shares  without the  agreement of the other  shareholders.  The
Articles of  Association of the Company (which is disclosed at Tab 2 of Volume 1
of the  Disclosure  Document) also contains  restrictions  on the ability of the
Shareholders to sell their Shares.  The  Shareholders  will be required to waive
their pre-emption rights.

Details of  subsidiaries of the Company,  namely Integra SP Limited,  Integra SP
Inc,  Integra  France SAS and Integra SP IPR Limited appear at Tab 1 of Volume 1
of the Disclosure Document.

                                       6
<PAGE>

SCHEDULE 3.3

The Shareholders  will be required to waive their  pre-emption  rights and their
rights under the Shareholders Agreement.

The Board of  Directors  of the  Company  will be  required to comply with their
obligations  under the Financial  Services and Markets Act 2000 by delivering to
the  Shareholders a letter of offer approved by an approved body to be appointed
and enclosing a letter of offer from the Purchaser.

SCHEDULE 3.5

The Company has employed  brokers KBC Peel Hunt and the terms of their  retainer
appear in a letter dated 8 June 2004,  which appears at Tab 5 of Volume 1 of the
Disclosure  Document  together with an email confirming their agreement with the
Company regarding their revised fees and payment terms.

SCHEDULE 4.1

See the disclosures under Article 3 above.

Integra SP Limited trades in the United States and the European Community.

Integra SP Inc trades in the United States.

Integra SP France SAS trades in Spain, France and Portugal.

Integra SP IPR Limited trades in the UK.

SCHEDULE 4.2

See the disclosures under Article 3 above.

Board minutes  authorizing  the execution of this  agreement  appear at Tab 7 of
Volume 1 of the Disclosure Document.

SCHEDULE 4.3

See the disclosures in Schedule 3 above.

Application  has been made for  approval  by the  Inland  Revenue  in the United
Kingdom of the status of the Stockholder as a nominee company.

SCHEDULE 4.4

A schedule showing the capital  structures of the Company and its  subsidiaries,
including  options  granted and  outstanding  appear at Tab 9 of Volume 1 of the
Disclosure Document.

A shareholder in the Company,  James Hale,  agreed to transfer his shares in the
Company.  These  shares have been  transferred  over a period of time to various
other  shareholders  in the  Company.  It is  arguable  under  the  terms of the
Shareholders Agreement that these transfers need the consent of the Shareholders

                                       7
<PAGE>

and an  extraordinary  general  meeting of the Company was called for 28 October
2004,  under  which a  Shareholders  resolution  was  passed  authorizing  these
transfers subject to the approval of the Remuneration  Committee.  A copy of the
resolution passed at this meeting appears at Tab 9 of Volume 1 of the Disclosure
Documents.

Prior to Closing the Company will undertake the following transactions:

         a)       the  following  options  will  be  issued:   Issue  of  option
certificates  set  out  in  Capitalization  Table  at Tab 9 of  Volume  1 of the
Disclosure Document.

         b)       the  following  shares will be issued:  Allot 93,750 shares to
Ken Yeadon.  Approximately  85,000 A Ordinary Shares in issue  transferred  from
James Hale to other shareholders.

         c)       the  following  loans  will be  converted  to  shares:  As per
Shareholder Interest Loan Table at Tab 11 of Volume 1 of the Disclosure Document

SCHEDULE 4.5

There  are  a  number  of  inter-company  loans  between  the  Company  and  its
subsidiaries,  details of which appears at Tab 11 of Volume 1 of the  Disclosure
Document.

Integra  SP  Limited  has a bank  facility  with  the Bank of  Scotland  with an
overdraft facility.  A copy of the facility letter appears at Tab 11 of Volume 1
of the Disclosure Document.

The Company has entered into loan agreements  with a number  Shareholders on the
basis that the Shareholders may convert their loans into shares.  Details of the
current  outstanding  Shareholder  loans  appear  at Tab 11 of  Volume  1 of the
Disclosure Document.  Prior to the Closing Date, the Company will subject to the
terms of the Agreement pay all amounts  outstanding  under any Shareholder loans
in full.

SCHEDULE 4.6

The audited accounts of the Company and Integra SP Limited and its group for the
year to 30 June 2002 appear at Tab 12 of Volume 1 of the Disclosure Document.

The consolidated  audited accounts of the Company and its group for the years to
30 June 2003 and 30 June 2004 are in draft and will be completed  and signed off
by the Company's auditors and by the Company and disclosed prior to Closing. The
Company and its subsidiaries are in breach of their obligations to deliver these
accounts to Companies  House and have incurred  penalty fines of  (pound)1500 in
total  relating to 2003  account  for  Integra SP  Limited,  Integra SP Holdings
Limited and Integra SP IPR Limited.

The  unaudited  management  accounts of the Company and its group  containing  a
profit and loss account for the period from the 1 July 2004 to 30 September 2004
and a balance sheet as at 30 September  2004 appear at Tab 12 of Volume 1 of the
Disclosure Document.

                                       8
<PAGE>

SCHEDULE 4.6(c)

A  computer  printout  of the  debtors  and  creditors  of the  Company  and its
subsidiaries  appear at Tab 13 of Volume 1 of the  Disclosure  Document and show
the balances as at 30 September 2004.

There is a provision in the accounts  for deferred  salaries and fees  including
tax and NIC. Details appear at Tab 13 of Volume 1 of the Disclosure Document.

SCHEDULE 4.8(ii)

Prior to closing, all the option holders who hold options granted by the Company
will  be  invited  to  exercise  their  options  in  exchange  for  shares.  See
disclosures  under Article III above.  As of the Closing Date,  the Company will
subject to the terms of the Agreement  have no outstanding  securities  that are
convertible into, exchangeable for, or carrying the right to acquire, any equity
securities of the Company or any of its Subsidiaries.

SCHEDULE 4.9

Neither the Company nor any member of its group have made nor are they  required
to make any tax filings in the United States.

Integra SP Limited is  approximately  one month in arrears in payment of PAYE to
the Inland Revenue,  which is some (pound)60,000  outstanding to pay. Integra SP
Limited  is to pay VAT  over a  period  and  there  is  currently  (pound)22,000
outstanding which will be paid in the first half of November.  As of the Closing
Date,  Integra SP Limited  expect to be current in all amounts  payable by it to
Inland Revenue, including, without limitation amounts due for PAYE and VAT.

The company has received notice from the Inland Revenue that it will be carrying
out a routine  PAYE  inspection  of the  Company and its  subsidiaries  in early
November.

Neither the  Company  nor  Integra SP France SAS has filed any tax returns  with
respect  to Integra SP France SAS and no such tax  returns  are  required  to be
filed.

The tax returns made by the Company and its UK subsidiaries  for the tax year to
5 April 2003 are returns based on pre-audit numbers.

The tax  affairs for the years to 30 June 2002 and 2003 are open with the Inland
Revenue  and  there  is a  claim  against  the  reduction  of the  research  and
development  tax  credit  claim,  which  could  result in a tax  rebate of up to
(pound)100,000  (this  has not  been  provided  for in the  book of  Integra  SP
Limited).

SCHEDULE 4.9 - vi, vii, viii, x

These warranties refer to American tax legislation, which is not relevant to the
Company  or its  subsidiaries.  The  Company  does not  believe  that it has any
obligations under provisions referred to therein.

SCHEDULE 4.10

Integra  SP Limited  has  granted  debenture  over all its assets to the Bank of
Scotland as security for the lending made by the Bank of Scotland. A copy of the

                                       9
<PAGE>

debenture appears at Tab 19 of Volume 1 of the Disclosure Document.  The Company
has notified the Bank of Scotland of this transaction, but the Bank's consent is
not required.

Some of the  assets of  Integra SP Limited  are  subject  to  equipment  leases.
Details of those leases appear at Tab 20 of Volume 1 of the Disclosure Document.

SCHEDULE 4.10(b)

The list at Tab 20 of Volume 1 of the Disclosure  Document contains all material
assets and does not include intellectual  property rights, which appear in later
schedules.

SCHEDULE 4.11

This  Schedule  4.11 lists all real  property  owned,  leased or occupied by the
Company and its subsidiaries

A copy of a lease  granted to Integra  SP  Limited  by  Calathea  Trust on the 3
February 2002 appears at Tab 1 of Volume 2 of the Disclosure  Document.  Integra
SP Limited is one month in arrears of payment of the rent under the terms of the
lease.  As of the Closing Date,  Integra SP Limited expects to be current on all
amounts due under the terms of the lease.

A service office is rented in Paris. See contract with Fast Connect SAS at Tab 1
of Volume 3 of the Disclosure Document.

Integra  SP  Limited  has to pay rates and other  overheads  in  respect  of the
property in addition to rent.  These sums appear in the accounts and  management
accounts. See bill at Tab 1 of Volume 11 of the Disclosure Document.

SCHEDULE 4.12

The Company and its  subsidiaries  own or have  applied for a number of patents,
details of which are set out at Tab 4 of Volume 2 of the Disclosure Document.

As a  matter  of  policy  any  significant  software  of  the  Company  and  its
subsidiaries is patented. In addition,  intellectual property rights in the form
of copyrights will be owned in any significant software.

It is a term of some  agreements  for the  creation  of software  that  software
belongs to the customer in respect of service  business where customers pay time
and materials (T&M). Altio IPR is not affected by this.

All source codes for software  belonging to the Company and its subsidiaries are
available. Details of escrow agreements under which source codes are held appear
at Tab 1 of Volume 3 of the Disclosure Document.

The Company and its subsidiaries  hold a number of standard licenses for the use
of standard  software such as Microsoft Office Software.  A List appear at Tab 3
of Volume 2 of the Disclosure Document.

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<PAGE>

A number of licenses  for  software  from Tipco,  Librados  and other  suppliers
appear at Tab1 of Volume 3 of the Disclosure Document.

The standard form of terms and  conditions  for licenses  granted by the Company
and its  subsidiaries and a list of licensees appear at Tab 3 of Volume 2 of the
Disclosure Document.

SCHEDULE 4.13

Schedule 4.13 Tab 1 of Volume 3 of the Disclosure Document contains all material
Contracts  of the  Company and its  subsidiaries  Please note that some of these
contracts include change of control clauses.

Integra SP Limited has a contract  with  Casanove and an employee was  dismissed
for breach of  confidentiality  but the Company  does not  believe  that it will
result in any claim by Casanove.  Additional details appear at Tab 1 of Volume 3
of the Disclosure Document.

As set out above  Integra SP Limited has  borrowings  from Bank of Scotland  and
there are shareholder loans outstanding.

At Tab 1 of Volume 3 there are four  contracts  with HSBC, one is signed and the
other three are awaiting signature.

SCHEDULE 4.14

The Company has been  pursuing a claim  against a company in  Luxembourg  called
Alfa Consult but it is unlikely  that there will be any  recovery.  There are no
sums outstanding to the lawyers in Luxembourg.

SCHEDULE 4.15

Schedule 4.15 at Tab 9 of Volume 3 of the  Disclosure  Document are all material
Permits of the Company and its subsidiaries

SCHEDULE 4.16

Schedule 4.16 at Tab 10 of Volume 3 of the Disclosure  Document contains details
of all insurance policies of the Company and its subsidiaries.

The Company  insurances  are due for renewal during October 2004 when new policy
documents will be issued.

SCHEDULE 4.17

Lloyd Dean was  dismissed as a result of a breach of  confidence  involving  the
Casanove but it is not expected that there will be any claim.

Susie Iny is expected to go on maternity leave in December 2004.

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<PAGE>

George Cao has  already  indicated  that he  intends  to resign and his  written
resignation is expected shortly.

A number of employees hold options  granted by the Company.  The  Capitalization
Table at Tab 9 of Volume 1 of the Disclosure Document provides details.

SCHEDULE 4.17(g)

The Company and its subsidiaries have a number of relationships with individuals
who trade through their own limited company as service companies including:

Michael  Ward  who  trades  through  Maxsam  Limited  and who is on a long  term
assignment at Casanove.

Usman Siddiqui trades through Hasbang  Computing Limited and charges through his
company for off side data hacker work and in addition is an employee.

Adam Gourpinar  trades  through M Toros Limited and is on long-term  contract at
Royal Bank of Scotland.

Loan Hill Finance Limited provides the service of Sven Thiele and Alan Palmer to
Integra  SP Inc on  the  terms  of the  contract  at Tab 17 of  Volume  3 of the
Disclosure Document.

SCHEDULE 4.18

SCHEDULE 4.20
The Company has retained KBC Peel Hunt on terms disclosed above.

SCHEDULE 4.22

None.

SCHEDULE 4.23

Schedule  4.23 at Tab 4 of  Volume 4 of the  Disclosure  Document  list all bank
accounts of the Company and its subsidiaries




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<PAGE>

                               PURCHASER SCHEDULES

                                   Disclosure

         Unless the context otherwise requires words and expressions  defined in
the   Agreement   shall  have  the  same   meaning  in  these   Schedules.   The
representations, warranties and indemnities contained in this Agreement are made
and  given  subject  to  the  disclosures  referred  to or  contained  in  these
Schedules.  Purchaser  shall not be or be deemed to be in breach of any of those
representations,  warranties or indemnities (and no claim shall lie or liability
attach) in respect of any matter  which is fairly and  accurately  disclosed  in
these  Schedules.  The  following  are  disclosed  or are  deemed  to have  been
disclosed by these Schedules:

         (a)      any matter  specifically  described in written  correspondence
between the Purchaser, the Purchaser's agents, any subsidiary or the Purchaser's
Solicitors and the Company's Solicitors and accountants on or before the date of
these  Schedules  in  relation to the  Agreement  or any  transactions  under or
associated with it;

         (b)      all the  contents of the  documents  described in the attached
disclosure  schedules  (true,  correct  and  complete  copies of which have been
provided to  Stockholder  and  initialed  on behalf of the  Stockholder  and the
Purchaser for purposes of identification); and

         (c)      any matter specifically referred to in the Agreement or in any
document referred to in it.

SCHEDULE 5.1

Tiger Telematics,  Inc. is a USA Delaware corporation with a corporate office in
Florida and is qualified to do business as a foreign corporation in the State of
Florida.

SCHEDULE 5.3

None.

SCHEDULE 5.5

Jordan  Lawsuit  litigation-  see Form 10 Q for 3rd Quarter ended  September 30,
2003.

SCHEDULE 5.7

Common stock, par value $0.001 per share

                  Authorized - 500,000,000 shares
                  Issued and Outstanding as of September 29, 2004 - 22,975,621
                  shares

Reserved for issuance upon exercise of options and warrants as follows:

         Incentive stock option plan with 320,000 shares authorized; outstanding
         options to  purchase  144,000  shares at an average  exercise  price of
         approximately  $1.50,  of which  options to purchase  108,000 are fully
         vested. See 10K and 10Q Filings.

         Warrants  expiring on June 30, 2006 to  purchase  245,525  shares at an
         exercise price of $11.25.

From time to time the Company  issues  shares to various  companies  and persons
that  provide  products  and  services  to  the  Company  including   suppliers,
distributors, and professional advisors including public relations,  advertising
and legal.  The Company has offered  Smith Hulsey & Busey,  legal counsel to the
Company, warrants to purchase 250,000 shares of common stock at $5.00 per share,
expiring September 30, 2009.

The Company issued shares to Golden Sands for the Indie Studios acquisition (see
press release).

The  Company  is in  discussions  to  issue  shares  as a  part  of a  potential
acquisition of Warthog plc.


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