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                                                                     Exhibit 4.1

                                DATED 15 May 2003


                                 IAN CLIVE WILLS


                                     - and -


                             BAXTER CAPITAL LIMITED


                                   SHARE SALE
                                    AGREEMENT



                                   Owen-Thomas
                                 1 Green Street
                                     Mayfair
                                 London W1K 6RG

                             DX 44444 - MARBLE ARCH
                               Tel: 020-7499 0944
                               Fax: 020-7491 3513
                       Email: e-mail: info@owen-thomas.com


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THIS AGREEMENT  is dated the Fifteenth day of May Two thousand and three

BETWEEN

(1)  "The Vendor":      IAN CLIVE WILLS care of Owen-Thomas 1 Green Street
                        Mayfair  London  W1K 6RG
(2)  "The Purchaser":   BAXTER  CAPITAL  LIMITED  whose  registered  office
                        is  at 38  Chelsea  Square London  SW3 6LH



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Operative Provisions

1    INTERPRETATION

     1.1  In this  agreement  the  following  words  and  expressions  have  the
          following meanings:

          "CA"                      Companies Act 1985

          "Companies Acts"          CA, the former  Companies  Acts  (within the
                                    meaning of CA s735(1)) and the Companies Act
                                    1989

          "Company"                 Cloverbay  Limited of  Cumberland  Street PO
                                    Box 529 Nassau Bahamas (a Company registered
                                    in The Bahamas)

          "Consideration Shares"    means   Three   Million   One   hundred  and
                                    ninety-eight   thousand   shares  in  Baxter
                                    Capital Inc (a company registered in Florida
                                    No.   65-0956104)  and  a  cash  payment  of
                                    (pound)110,000 (one hundred and ten thousand
                                    pounds  sterling)  presently  held by Baxter
                                    Capital Inc

          "Effective Date"          15 May 2003

          "FA"                      Finance Act

          "Group Companies"         the Company and its Subsidiary

          "ICTA"                    Income and Corporation Taxes Act 1988

          "Last Accounts"           the audited  balance  sheet,  as at the Last
                                    Accounts  Date,  and audited profit and loss
                                    account  for  the  year  ended  on the  Last
                                    Accounts Date of the Company

          "Last Accounts Date"      31st December 2002

          "The Financial Statement" the  abridged  financial  statements  of the
                                    Company as at the 31 December 2002

          "Shares"                  the  entire  share  capital  of the  Company
                                    together  with the assets listed in Schedule
                                    1

          "Subsidiary"              A subsidiary as defined in CA s 736

          "Taxation"                all forms of taxation,  duties,  imposts and
                                    levies  whatsoever  and wherever or whenever
                                    imposed

          "Warranties"              the  warranties and  representations  by the
                                    Vendor in clause 6 and Schedule 2


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         1.2      All  references  in this  agreement  to a statutory  provision
                  shall be construed as including references to:

                  1.2.1    any   statutory   modification,    consolidation   or
                           re-enactment  (whether  before  or after  the date of
                           this agreement) for the time being in force;

                  1.2.2    all statutory  instruments or orders made pursuant to
                           a  statutory  provision;   and  1.2.3  any  statutory
                           provisions  of  which  a  statutory  provision  is  a
                           consolidation, re-enactment or modification

         1.3      A reference in this agreement to FRS shall be a reference to a
                  statement of standard accounting practice issued or adopted by
                  The Accounting Standards Board Limited

         1.4      Clause  headings in this  agreement  are for ease of reference
                  only and do not affect the construction of any provision

2        AGREEMENT FOR SALE

         2.1      Subject to the terms and conditions of this agreement and with
                  effect from the  Effective  Date,  the Vendor  shall sell with
                  full title  guarantee  and the  Purchaser  shall  procure  the
                  Consideration  Shares  and the cash  payment  with all  rights
                  attaching to them

3        PURCHASE CONSIDERATION

         3.1      The total  consideration  for the  Shares  shall be the sum of
                  THREE  MILLION  THREE  HUNDRED AND NINETY  THOUSAND US DOLLARS
                  ($3,390,000)  the Effective  Date to be the Date of Completion
                  both to be satisfied by the  allotment and issue to the Vendor
                  of the Consideration Shares.


4        CONDITIONS

         4.1      Completion is conditional upon:-

                  (A)      The  passing  at a duly  convened  and  held  general
                           meeting of the  Purchaser of a resolution  to approve
                           the acquisition of the Shares and other  arrangements
                           on the terms of this Agreement

                  (B)      The  issue  and   allotment  to  the  Vendor  of  the
                           Consideration Shares



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                  and in the event that the above conditions shall not have been
                  satisfied on or before the 30th day of May 2003 this Agreement
                  shall  lapse and no party  shall  make any claim  against  the
                  other in respect thereof save for any antecedent breach

         4.2      The Purchaser  shall use its reasonable  endeavours to procure
                  the satisfaction of the Conditions set out in sub-clauses 4(A)
                  and 4(B)

         4.3      On completion  the Shares and Loan Notes referred to under the
                  Heading  "Assets" in Schedule 1 shall be held for safe-keeping
                  by Owen-Thomas (Solicitors) of 1 Green Street, Mayfair, London
                  W1K 6RG

5        COMPLETION

         5.1      Completion  of the  purchase of the Shares shall take place at
                  the offices of the Vendor's  solicitors  on or before the 30th
                  day of May 2003

         5.2      On Completion  the Vendor shall deliver to the Purchaser  duly
                  completed  and signed  transfers in favour of the Purchaser or
                  as it may  direct of the  Shares  together  with the  relative
                  share certificates

         5.3      There shall be delivered or made available to the Purchaser:

                  5.3.1    the seal and certificate of each Group Company;

                  5.3.2    the statutory  books of each Group Company,  complete
                           and up-to-date;

         5.4      A Board  Meeting  of the  Company  shall be held at which  the
                  transfers referred to in clause 5.2 shall be approved (subject
                  to stamping);

6        WARRANTIES BY THE VENDOR

         The Vendor  warrants to the Purchaser  that the  Warranties  set out in
         Schedule 2 are true and correct in all respects

7        COMMUNICATIONS

         7.1      All  communications  between the parties  with respect to this
                  agreement  shall be  delivered  by hand or sent by post to the
                  address of the  addressee  as set out in this  agreement or to
                  such other address as the addressee may from time to time have
                  notified for the purpose of this clause

         7.2      Communications  addressed to the Purchaser shall be marked for
                  the attention of Mr Johan Robb of 38 Chelsea Square London SW3
                  6LH

         7.3      In proving service by post it shall only be necessary to prove
                  that the  communication was contained in an envelope which was
                  duly addressed and posted in accordance with this clause


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8        GOVERNING LAW

         This Agreement shall be governed by English Law

AS WITNESS the hands of the parties the day and year first before written



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                                   SCHEDULE 1
                              ASSETS OF THE COMPANY

                                   THE COMPANY
SHARE CAPITAL
authorised                 US $5,000 divided into 5000 shares of $US 1.00 each

Administrative office:     Owen-Thomas Solicitors, 1 Green Street  Mayfair
                           London  W1K 6RG


ASSETS:

1.       Seven Million Five Hundred  Thousand shares in Synigence plc (a company
         listed on AIM in the UK)

2.       (pound)1,500,000 (One Million Five Hundred Thousand Pounds) Convertible
         Unsecured  Loan Notes  2004/2005  constituted by Synigence plc dated 19
         November 2002


                                   SCHEDULE 2
                                   WARRANTIES
1        CORPORATE MATTERS

1.1      The information relating to the Company contained in Schedule 1 is true
         and complete in all respects

1.2      The  Shares  constitute  the whole of the  issued  and  allotted  share
         capital of the Company

1.3      The Company is the sole beneficial owner of all the issued and allotted
         Shares of Synigence plc listed in Schedule 1

1.4      There are no  agreements  or  arrangements  in force,  other  than this
         agreement,  which  grant to any person the right to call for the issue,
         allotment or transfer of any share or loan capital of the Company

1.5      The register of members and other  statutory  books of the Company have
         been properly  kept and contain an accurate and complete  record of the
         matters with which they should deal;  and no notice or allegation  that
         any of them is incorrect or should be rectified, has been received



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1.6      All returns,  particulars,  resolutions  and  documents  required to be
         filed with the  Registrar  of  Companies in respect of the Company have
         been duly filed and were correct

2        ACCOUNTING MATTERS

         2.1      The Last Accounts  have been  prepared in accordance  with the
                  historical  cost  convention;  and the  bases and  polices  of
                  accounting,  adopted  for the  purpose of  preparing  the Last
                  Accounts,  are the  same as those  adopted  in  preparing  the
                  audited accounts of the Company

         2.2      All the accounts, books, ledgers,  financial and other records
                  of  whatsoever   kind,  of  each  Group  Company  are  in  its
                  possession  and  give a true and  fair  view of its  financial
                  position

3        FINANCIAL MATTERS

         Other than in the ordinary course of business:

         3.1      The Company had no capital commitments outstanding at the Last
                  Accounts Date and the Company has, since then, not incurred or
                  agreed to incur any capital assets

         3.2      The Company has not paid or declared  any dividend or made any
                  other payment other than as agreed in writing by the Purchaser

         3.3      There are no liabilities  (including  contingent  liabilities)
                  which are outstanding on the part of the Company

4        TRADING MATTERS

         5.1      The Company is not engaged in any  litigation  or  arbitration
                  proceedings,   as   Claimant  or   defendant;   there  are  no
                  proceedings  pending or  threatened,  either by or against the
                  Company;  and there are no  circumstances  which are likely to
                  give rise to any litigation or arbitration

         5.2      There  is no  dispute  with  any  revenue  or  other  official
                  department in the United Kingdom or elsewhere,  in relation to
                  the affairs of the  Company,  and there are no facts which may
                  give rise to any dispute

5.       ASSET MATTERS

The Company has good and marketable title to, all the assets set out in Schedule
1.




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Signed for and on behalf of
IAN CLIVE WILLS                                      /s/ Ian Clive Wills
                                                     -------------------




Signed for and on behalf of
BAXTER CAPITAL LIMITED                               /s/  Johan Robb
                                                     ----------------
                                                     Johan Robb, President