##### 



EXHIBIT 10.2

(ASHURST MORRIS CRISP LOGO)

Share Purchase Agreement

Gains Acquisition Corp.

Gains Asia Acquisition Corp.

and

Gains International Infocom Holdings BV





for the sale and purchase of all of the issued shares of

Gains International Asia Holdings Limited

Gains International (US) Inc.

Gains International (Europe) Limited

22 January 2003





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##### 



CONTENTS

|                                                         |  |      |    | 
|-------------------------------------------------------- |  | ---- | -- | 
|CLAUSE                                                   |  | PAGE
|                                                         |  |     
|1.     INTERPRETATION                                    |  |      | 1  | 
|2.     SALE AND PURCHASE                                 |  |      | 8  | 
|3.     CONDITIONS                                        |  |      | 12 | 
|4.     PERIOD TO COMPLETION                              |  |      | 14 | 
|5.     COMPLETION; CERTAIN COVENANTS                     |  |      | 15 | 
|6.     BALANCE SHEET ADJUSTMENTS                         |  |      | 19 | 
|7.     WARRANTIES, INDEMNIFICATION AND CONTRIBUTIONS     |  |      | 22 | 
|8.     PROTECTION OF GOODWILL                            |  |      | 25 | 
|9.     CONFIDENTIAL INFORMATION                          |  |      | 26 | 
|10.   REVERSIONERS CONSENT                              |  |      | 27 | 
|11.   ANNOUNCEMENTS                                      |  |      | 28 | 
|12.   ASSIGNMENT                                         |  |      | 29 | 
|13.   COSTS                                              |  |      | 29 | 
|14.   EFFECT OF COMPLETION                               |  |      | 29 | 
|15.   FURTHER ASSURANCES                                 |  |      | 30 | 
|16.   ENTIRE AGREEMENT                                   |  |      | 30 | 
|17.   VARIATIONS                                         |  |      | 31 | 
|18.   WAIVER                                             |  |      | 31 | 
|19.   INVALIDITY                                         |  |      | 31 | 
|20.   NOTICES                                            |  |      | 31 | 
|21.   COUNTERPARTS                                       |  |      | 32 | 
|22.   GOVERNING LAW AND JURISDICTION                     |  |      | 32 | 
|23.   THIRD PARTY RIGHTS                                 |  |      | 33 | 
|24.   PENSIONS                                           |  |      | 33 | 
|SCHEDULE 1                                               |  |      | 34 | 
|Particulars relating to the Companies                    |  |      | 34 | 
|SCHEDULE 2                                               |  |      | 37 | 
|Particulars relating to the Subsidiaries                 |  |      | 37 | 
|SCHEDULE 3                                               |  |      | 40 | 
|The Warranties                                           |  |      | 40 | 
|SCHEDULE 4                                               |  |      | 73 | 
|Sellers limitations on liability                        |  |      | 73 | 
|SCHEDULE 5                                               |  |      | 77 | 
|Action Pending Completion                                |  |      | 77 | 
|SCHEDULE 6                                               |  |      | 80 | 
|London Property                                          |  |      | 80 | 
|SCHEDULE 7                                               |  |      | 81 | 
|Pensions                                                 |  |      | 81 | 
|SCHEDULE 8                                               |  |      | 85 | 
|Clause 2.11 Dispute Procedure                            |  |      | 85 | 
|SCHEDULE 9                                               |  |      | 87 | 
|Accounts Date Balance Sheet and Adjustments              |  |      | 87 | 
|SCHEDULE 10                                              |  |      | 89 | 
|Accounting Policies and Procedures for the 2003 Accounts |  |      | 89 | 
|SCHEDULE 11                                              |  |      | 90 | 
|Buyers Warranties                                       |  |      | 90 | 





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##### 



Agreed form documents

Side Letter for appointment of Tullett director
Tax Deeds
Trade Mark Assignment
Transitional Services Agreement
Tullett Supplier Agreement
Underlease





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##### 



THIS AGREEMENTis made on 22 January 2003

BETWEEN:



|(1) |  | GAINS ACQUISITION CORP., a corporation incorporated under the laws of the
State of Delaware (GAC) and GAINS ASIA ACQUISITION CORP., a corporation
incorporated under the laws of the State of Delaware (GAAC);
(collectively, the Buyer); and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | GAINS INTERNATIONAL INFOCOM HOLDINGS BVwhose registered office is at
Drenstestraat 24BG, 1083 HK, Amsterdam (the Seller).                                                                                                                        

THE PARTIES AGREE AS FOLLOWS:



|1.  |  | INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 |  | In this agreement the following words and expressions and abbreviations
have the following meanings, unless the context otherwise requires:                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |  | Accountsmeans the consolidated management accounts of the Seller or
GAC/GAAC (as the case may be), each of the Companies and each of the
Subsidiaries, including the balance sheet of the Seller or the combined
balance sheet of GAC/GAAC (as if they were a single entity), as the case
may be, the consolidated balance sheet and profit and loss account of the
Group and the balance sheet and profit and loss account of each of the
Companies and each of the Subsidiaries, for the period beginning 1
January 2002 until the Accounts Date (inclusive);
|   
|    |  | Accounts Datemeans 31 December 2002;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | 2002 Accountsmeans the audited Accounts as at and for the financial
period ended on 31 December 2002 of the Seller, each of the Companies and
each of the Subsidiaries, the directors report and auditors report;                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | 2003 Accountsmeans the audited Accounts as at and for the financial
period ending 31 December 2003 prepared in accordance with clause 2.4 and
Schedule 10;                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Accounts Date Balance Sheetmeans the consolidated management accounts
balance sheet as of the Accounts Date as set out in schedule 9;                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | Adjustmentsmeans the transactions described in schedule 9;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | An Affiliateof the Buyer shall mean any other person that directly or
indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, the Buyer;                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | Agreed Loanmeans the aggregate sum of £1,200,000 loaned to the
Companies by the Sellers Group pursuant to the Loan Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | Agreed Ratemeans 4.97% per annum;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | associated companyhas the meaning given to it in sections 416 et seq.
TA;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

-1-



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##### 





| |  | Auditorsmeans Ernst & Young, LLP (London), of Becket House, 1 Lambeth
Palace Road, London SE1 7EU;                                                                                                                                        
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Budgetmeans the budget as disclosed in the Disclosure Letter;                                                                                                                                                                             
|
| |  | Business Daymeans a day (excluding Saturdays) on which banks generally
are open in London for the transaction of normal banking business;                                                                                                 
|
| |  | Buyers Accountmeans the bank account to be specified in writing by
the Buyer to the Seller at the appropriate time;                                                                                                                     
|
| |  | Buyers Groupmeans in relation to the Buyer, the Buyer, its holding
company from time to time, the subsidiary undertakings of such holding
company and of the Buyer from time to time, all of them and each of them
as the context admits;
|
| |  | Buyers Solicitorsmeans Ashurst Morris Crisp of Broadwalk House, 5
Appold Street, London EC2A 2HA;                                                                                                                                        
|
| |  | Call Option Deedmeans the call option deed between the Seller, IPC
Acquisition Corp. and IPC Information Systems, Inc., dated on or about
the date of this agreement;                                                                     
|
| |  | Comfort Lettermeans the letter sent by the GS Funds to the Seller to
be dated on the date of this agreement;                                                                                                                              
|
| |  | Companies Actsmeans the Companies Act 1985 and the Companies Act 1989;                                                                                                                                                                    
|
| |  | Companiesmeans Gains US, Gains UK and Gains HK and Companymeans any
of them (together, in the case of Gains HK, with the Subsidiaries unless
the context requires otherwise);                                                           
|
| |  | Completionmeans the completion of the sale and purchase of the Shares
in accordance with clause 5;                                                                                                                                        
|
| |  | Completion Datemeans the date on which Completion occurs;                                                                                                                                                                                 
|
| |  | Conditionsmeans the conditions set out in clause 3.1;                                                                                                                                                                                     
|
| |  | Confidential Informationmeans all confidential information relating to
any Group Companys business, financial or other affairs (including
future plans and targets of any Group Company) which is not in the public
domain;              
|
| |  | Connected personmeans a person who is connected with another for the
purpose of section 839 of the TA;                                                                                                                                    
|
| |  | Deferred Consideration Payment Datemeans 15 October 2003;                                                                                                                                                                                 
|
| |  | Disclosed Schememeans the Tullett Pension Scheme;                                                                                                                                                                                         

-2-



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##### 





| |  | Disclosure Lettermeans a letter of todays date together with the
attachments thereto addressed by the Seller to the Buyer and exchanged
immediately before the signing of this agreement disclosing exceptions to
the Warranties;
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Earn-Out Considerationmeans together the sums payable pursuant to
clause 2.3(c);                                                                                                                                                  
|
| |  | Earn-Out Consideration Payment Datemeans 31 March 2004;                                                                                                                                                                           
|
| |  | EBITDAmeans the consolidated profits or loss on ordinary activities of
the Group for the financial period in question:                                                                                                            



| | (a) |  | before charging or deducting interest income or expense on
Group Indebtedness or on indebtedness with any member of the Buyers
Group;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | before adding or deducting income tax income or expense;                                                                              
|
| | (c) |  | before deducting depreciation and amortisation;                                                                                       
|
| | (d) |  | before deducting or (as the case may be) crediting any
extraordinary items (as defined pursuant to UK GAAP); and                      
|
| | (e) |  | excluding any:                                                                                                                        



| | (i)   |  | gains or losses on sales of fixed assets;                                                                                                                                                                                                                                   
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | charges to the Group by the Buyer or Tullett for
services provided by the Buyer or Tullett to or on behalf of
the Group (including without limitation, pursuant to the
Transitional Services Agreement) in excess of those provided
for in the Budget;                      
|
| | (iii) |  | income or expense resulting from changes to the
accounting provisions included in the 2002 Accounts, other
than those reflecting a change in circumstances since 31
December 2002. For the avoidance of doubt, this clause does
not prevent the inclusion of new provisions;
|
| | (iv)  |  | income resulting from transactions with the
Buyers Group other than in the ordinary course of business
consistent with past practice;                                                                                                                                      
|
| | (v)   |  | gains or losses related to the Disclosed Scheme;
and                                                                                                                                                                                                                        
|
| | (vi)  |  | gains or losses in investment securities.                                                                                                                                                                                                                                   



| |  | and agreed or determined as such pursuant to the provisions set out in
clause 2.                                                                                                                                                                                            
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 2003 EBITDAmeans EBITDA in respect of the financial period ending 31
December 2003 as set out in the 2003 Accounts;                                                                                                                                                       
|
| |  | Encumbrancemeans any mortgage, charge (fixed or floating), pledge,
lien, hypothecation, trust, right of set off or other third party right
or interest (legal or equitable) including any right of pre-emption,
assignment by way of security, reservation of title or any

-3-



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##### 





| |  | other security interest of any kind however created or arising or any
other agreement or arrangement (including a sale and repurchase
arrangement) having similar effect;
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Escrow Accountmeans the bank account to be set up in the joint names
of the Buyers Solicitors and the Sellers Solicitors for the purposes of
clause 6.8(b);          
|
| |  | FCCmeans the Federal Communications Commission in the United States;                                                                                                   
|
| |  | FCC Transfer of Control Applicationmeans the application to transfer
control of the Sellers Section 214 licence under applicable FCC
regulations;                     
|
| |  | First Earn-Out Considerationmeans together the sums payable pursuant
to clause 2.3(c) paragraphs (i) and (ii);                                                         
|
| |  | Fourth Quarter 2003 EBITDAmeans the EBITDA in respect of the period
beginning on 1 October 2003 and ending on 31 December 2003 as set out in
the 2003 Accounts;        
|
| |  | Gains HKmeans Gains International Asia Holdings Limited specified in
part 3 of schedule 1;                                                                             
|
| |  | Gains HK Sharesmeans all of the issued shares in the capital of Gains
HK;                                                                                              
|
| |  | Gains Singaporemeans Gains International Infocom (Singapore) Pte
Limited specified in schedule 2;                                                                      
|
| |  | Gains UKmeans Gains International (Europe) Limited specified in part 1
of schedule 1;                                                                                  
|
| |  | Gains UK Sharesmeans all of the issued shares in the capital of Gains
UK;                                                                                              
|
| |  | Gains USmeans Gains International (US) Inc. specified in part 2 of
schedule 1;                                                                                         
|
| |  | Gains US Sharesmeans all of the issued shares in the capital of Gains
US;                                                                                              
|
| |  | Groupmeans the Companies and the Subsidiaries and Group Company
means any one of them;                                                                               
|
| |  | Group Indebtednessmeans:                                                                                                                                               



| | (a) |  | all bank borrowings of the Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | all indebtedness for moneys borrowed or raised under any
acceptance credit, bond, note, bill of exchange or commercial paper,
finance lease, hire purchase agreement, trade bills (other than
those on terms normally obtained) forward sale or purchase agreement
or conditional sale agreement or other transaction having the
commercial effect of a borrowing), and shall exclude the effects of
all transactions between any Group Company and any member of the
Buyers Group;
|
| | (c) |  | all Intra-Group Indebtedness owed by the Group to the
Sellers Group, including for this purpose all indebtedness of the
Companies under the Loan Agreement; and                                                                                                                                                                                                                                                                                                                    

-4-



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##### 





| | (d) |  | all corporation tax liabilities of each Group Company for
periods ended on or before 31 December 2002 to the extent they are
due and payable.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  | GS Fundsmeans GS Capital Partners 2000, L.P., GS Capital Partners 2000
Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG,
Bridge Street Special Opportunities Fund 2000, L.P., GS Capital Partners
2000 Employee Fund, L.P. and Stone Street Fund 2000, L.P.;                                                                                                                                                                                                                                                                                                            
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Intellectual Propertymeans any and all patents, trade marks, rights in
designs, get-up, trade, business or domain names, copyrights, topography
rights (whether registered or not and any applications to register or
rights to apply for registration of any of the foregoing), rights in
inventions, rights in Know-How, trade secrets and other confidential
information, rights in databases and all other intellectual property
rights of a similar or corresponding character which may now or in the
future subsist in any part of the world;                                       
|
| |  | Intra-Group Indebtednessmeans all debts outstanding between members of
the Group, on the one hand, and members of the Sellers Group, on the
other, (other than the Agreed Loan and any Intra-Group Trading
Indebtedness);                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Intra-Group Trading Indebtednessmeans all debts outstanding between
members of the Group, on the one hand, and members of the Sellers Group,
on the other, in respect of the supply of goods on arms length terms in
the ordinary and usual course of trading;                                                                                                                                                                                                                                                                                                                            
|
| |  | Know-Howmeans confidential or proprietary industrial, technical or
commercial information and techniques in any form (including paper,
electronically stored data, magnetic media, files and microfilm)
including, without limitation, drawings, data relating to inventions,
formulae, test results, reports, research reports, project reports and
testing procedures, shop practices, instruction and training manuals,
market forecasts, specifications, quotations, lists and particulars of
customers and suppliers, marketing methods and procedures, show-how and
advertising copy;
|
| |  | Leasemeans the lease dated 23 December 1985 of the London Property,
made between (1) Legal & General Assurance Society Limited and (2)
Tullett for a term of 21 years and three months commencing 25 December
1985 and expiring on 31 March 2007;                                                                                                                                                                                                                                                                                                                                          
|
| |  | Loan Agreementmeans the respective loan agreements between each of the
Companies and a member of the Sellers Group representing aggregate
indebtedness of £1,200,000;                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | London Propertymeans the second and subbasement floors Bucklersbury
House London EC4 as referred to in the Lease;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | London Stock Exchangemeans the London Stock Exchange plc;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Orion Softwaremeans the customer relationship management software used
by any member of the Group and known as Orion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Permitmeans a permit, licence, consent, approval, certificate,
qualification, specification, registration and other authorisation and a
filing of a notification report or assessment necessary in any
jurisdiction for the proper operation of each Group Companys business,
its                                                                                                                                                                                                                                                                                                         

-5-



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##### 





| |  | ownership, possession, occupation or use of an asset or the execution and
performance by the Seller of this agreement;                                                                                                                                                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Propertiesmeans the London Property together with any other property,
or part or parts thereof, owned or from which the Companies operate as at
the Completion Date;                                                                                                                                                        
|
| |  | Related Personmeans in relation to any party, its holding companies
and the subsidiary undertakings and associated companies from time to
time of such holding companies, all of them and each of them as the
context admits;                                                                                               
|
| |  | Relocation Costsmeans those costs incurred by Gains UK associated with
the move of its business from the London Property as referred to in
clause 10.9 (including without limitation the costs of moving and fitting
out new space but expressly excluding making good any dilapidation in
relation to the London Property);
|
| |  | Reversionermeans any party in whom a reversion of the Lease whether or
not immediate is vested and whose consent to the Underlease is required;                                                                                                                                                                             
|
| |  | Second Earn-Out Considerationmeans together the sums payable pursuant
to clause 2.3 (c) paragraphs (iii) and (iv);                                                                                                                                                                                                          
|
| |  | Sellers Groupmeans in relation to the Seller, Tullett plc and the
subsidiary undertakings from time to time of Tullett plc excluding the
Companies and the Subsidiaries, all of them and each of them as the
context admits;                                                                                               
|
| |  | Sellers Solicitorsmeans Berwin Leighton Paisner of Adelaide House,
London Bridge, London EC4R 9HA;                                                                                                                                                                                                                         
|
| |  | Sharesmeans all of the issued shares in the capital of each of the
Companies;                                                                                                                                                                                                                                               
|
| |  | Subsidiarymeans a subsidiary undertaking of Gains HK specified in
schedule 2 and Subsidiariesmeans all those subsidiary undertakings;                                                                                                                                                                                     
|
| |  | Supplier Agreementsmeans the Tullett Supplier Agreement and the Totan
Supplier Agreement;                                                                                                                                                                                                                                   
|
| |  | TAmeans the Income and Corporation Taxes Act 1988;                                                                                                                                                                                                                                                                          
|
| |  | Tax Deedsmeans two deeds of indemnity in the agreed form, one between
the Seller and GAC and the second between the Seller and GAAC, in each
case with Tullett plc as guarantor;                                                                                                                                            
|
| |  | Totan Supplier Agreementmeans the supplier agreement in the form and
substance reasonably satisfactory to the Buyer to be entered into by
Totan Information Technology Co. Limited and the Buyer on or around the
Completion Date;                                                                                          
|
| |  | Totan Services Agreementmeans the services agreement in form and
substance reasonably satisfactory to the Buyer to be entered into by
Totan Information Technology Co. Limited and Gains HK on or around the
Completion Date;                                                                                               

-6-



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##### 





|    |  | Trade Mark Assignmentmeans the trade mark assignment between among
others Madge Networks Limited and Gains UK and GAC in the agreed form;                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Transitional Services Agreementmeans the transitional services
agreement between the Buyer and Tullett plc in the agreed form to be
dated on the Completion Date;                
|   
|    |  | Tullett plcor Tullettmeans the company called Tullett plc with
registered number 1105245 and registered address Cable House, 54-62 New
Broad Street, London EC2M 1JJ;          
|   
|    |  | Tullett Supplier Agreementmeans the supplier agreement between Tullett
plc and the Buyer in the agreed form to be dated on the Completion Date;                                  
|   
|    |  | UK Listing Authoritymeans the Financial Services Authority in its
capacity as the competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000;
|   
|    |  | Underleasemeans the underlease of the London Property to be granted by
Tullett plc to Gains UK in the agreed form; and                                                           
|   
|    |  | Warrantiesmeans the warranties set out in schedule 3.                                                                                                                            
|   
|1.2 |  | In this agreement unless otherwise specified, reference to:                                                                                                                        



| | (a) |  | a subsidiary undertakingis to be construed in accordance
with section 258 of the Companies Acts 1985 and a subsidiaryor
holding companyis to be construed in accordance with section 736
of that Act;                                                                               
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | a document in the agreed formis a reference to that
document in the form approved and for the purposes of identification
signed by or on behalf of each party;                                                                                                                          
|
| | (c) |  | FAfollowed by a stated year means the Finance Act of that
year;                                                                                                                                                                                                                         
|
| | (d) |  | includesand includingshall mean including without
limitation;                                                                                                                                                                                                                         
|
| | (e) |  | a partymeans a party to this agreement being each of Gains
International Infocom Holdings BV, GAC and/or GAAC, as applicable,
and in each case includes its permitted assignees (if any) and/or
the successors in title to that part of its undertaking which
includes this agreement;  
|
| | (f) |  | a personincludes any person, individual, company, firm,
corporation, government, state or agency of a state or any
undertaking (whether or not having separate legal personality and
irrespective of the jurisdiction in or under the law of which it was
incorporated or exists);      
|
| | (g) |  | a statuteor statutory instrument or accounting standard or
any of their provisions is to be construed as a reference to that
statute or statutory instrument or accounting standard or such
provision as the same may have been amended or re-enacted before the
date of this agreement;

-7-



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##### 





| | (h) |  | clauses, paragraphsor schedulesare to clauses and
paragraphs of and schedules to this agreement;                                                                                                                                                                                                                                                                                                                                                     
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (i) |  | writingincludes any methods of representing words in a
legible form (other than writing on an electronic or visual display
screen) or other writing in non-transitory form;                                                                                                                                                                                                                                                                              
|
| | (j) |  | words denoting the singular shall include the plural and vice
versa and words denoting any gender shall include all genders;                                                                                                                                                                                                                                                                                                                               
|
| | (k) |  | any statute, statutory instrument, regulation, by-law or
other requirement of English law and to any English legal term for
any action, remedy, method of judicial proceeding, legal document,
legal status, procedure, court, official or any legal concept or
doctrine or other expression shall in respect of any jurisdiction
other than England be deemed to include that which most nearly
approximates in that jurisdiction to the English term; and
|
| | (l) |  | the time of day is reference to time in London, England.                                                                                                                                                                                                                                                                                                                                                                                                   



|1.3 |  | The schedules form part of the operative provisions of this agreement and
references to this agreement shall, unless the context otherwise requires,
include references to the schedules.                                                                                                                                                                                                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.4 |  | The index to and the headings and the descriptive notes in brackets
relating to provisions of taxation statutes in this agreement are for
information only and are to be ignored in construing the same.                                                                                                                                                                                                                                                             
|   
|1.5 |  | Any question of whether a person is connected with another shall be
determined in accordance with section 839 of the TA (except that in
construing section 839 controlhas the meaning given by section 840 or
section 416 of the TA so that there is control whenever section 840 or 416
requires) which shall apply in relation to this agreement as it applies in
relation to the TA.                                                                            
|   
|1.6 |  | The obligations and liabilities of GAC and GAAC under this agreement
shall be joint and several.                                                                                                                                                                                                                                                                                                                                                                     
|   
|2.  |  | SALE AND PURCHASE                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|2.1 |  | Upon the terms and subject to the conditions of this agreement, the
Seller as legal and beneficial owner and with full title guarantee shall
sell the Shares and GAC shall purchase the Gains UK Shares and the Gains
US Shares and GAAC shall purchase the Gains HK Shares with effect from
Completion free from any Encumbrance together with all benefits and rights
attached thereto and all dividends declared after the Accounts Date in
respect of the Shares.
|   
|2.2 |  | The Seller waives or agrees to procure the waiver of any rights or
restrictions conferred upon it or any other person which may exist in
relation to any of the Shares under the articles of association, or
equivalent, of each of the Companies or otherwise.                                                                                                                                                                                                      
|   
|2.3 |  | Subject to any adjustment pursuant to clauses 2.10, 2.11 and/or clause 6,
the consideration for such sale and purchase shall be the aggregate of
cash payments to be made as follows:                                                                                                                                                                                                                                                                                

-8-



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##### 



| | (a) |  | on Completion the sum of £6,000,000 together with interest
thereon at the Agreed Rate computed from the date of this agreement
to the Completion Date, both dates exclusive, on the basis of the
actual number of days elapsed and a 365 day year to be satisfied in
cash;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | on the Deferred Consideration Payment Date the sum of
£3,000,000 (as adjusted pursuant to clauses 2.10 or 6.5,the
Deferred Consideration) to be satisfied in cash;                                                                                                      
|
| | (c) |  | subject to clause 2.11, on the Earn-Out Consideration Payment
Date:                                                                                                                                                                                                       

|      |                                                 |  |     |  |                                                                          |  | 
|----- | ----------------------------------------------- |  | --- |  | ------------------------------------------------------------------------ |  | 
|(i)   | the sum of £                                    |  | xy |  | for every £1 by which the 2003 EBITDA
    exceeds £1,450,000            
|     
|      | where x is 2,000,000
and y is 1,461,650,   
|     
|      | subject to a maximum payment of £2,000,000,    
|     
|(ii)  | the sum of £                                    |  | xy |  | for every £1 by which the Fourth Quarter 2003 EBITDA
exceeds £728,000,  
|     
|      | where x is 2,000,000
and y is 372,885,     
|     
|      | subject to a maximum payment of £2,000,000,    
|     
|(iii) | the sum of £                                    |  | xy |  | for every £1 by which the 2003 EBITDA exceeds £2,911,650,               
|     
|      | where x is 1,200,000 and y is 873,495,     
|     
|      | subject to a maximum payment of £1,200,000; and
|     
|(iv)  | the sum of £                                    |  | xy |  | for every £1 by which the Fourth Quarter 2003 EBITDA exceeds £1,100,885,
|     
|      | where x is 1,200,000
and y is 330,226,     
|     
|      | subject to a maximum payment of £1,200,000,    
|     
|-9-  



---



##### 





| |  |  | in each case, to be satisfied in cash.
| |  |  | --------------------------------------



|2.4 |  | For the purpose of determining the 2003 EBITDA, including the Fourth
Quarter 2003 EBITDA, the Buyer shall prepare and deliver to each party and
the Auditors, as soon as practicable following 31 December 2003, but in
any event by 15 February 2004, draft 2003 Accounts. The 2003 Accounts
shall be prepared in accordance with the Companies Acts and generally
accepted accounting principles and practices in the United Kingdom
including in particular (but without limitation) the Statements of
Standard Accounting Practice issued by the member bodies of the
Consultative Committee of Accounting Bodies (or any successor or
replacement organisation) as in effect on the date hereof and, subject to
conforming therewith, on the same bases, adopting the same accounting
practices and using the same accounting principles as the 2002 Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.5 |  | Immediately following preparation of the draft 2003 Accounts by the
Buyer, the Buyer shall instruct the Auditors to review the same and to
determine the 2003 EBITDA, including the Fourth Quarter 2003 EBITDA, as
soon as possible and in any event not later than 28 February 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|2.6 |  | Immediately following the Auditors determination of the 2003 EBITDA,
including the Fourth Quarter 2003 EBITDA, the Auditors shall be instructed
to supply to the Buyer and the Seller a statement of the 2003 EBITDA,
including the Fourth Quarter 2003 EBITDA, determined by the Auditors
together with the draft 2003 Accounts. The Buyer and the Seller shall have
a period of 14 days (the Profit Agreement Period) in which to review and
agree or dispute the Auditors determination of the 2003 EBITDA, including
the Fourth Quarter 2003 EBITDA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|2.7 |  | The Auditors determination of the 2003 EBITDA, including the Fourth
Quarter 2003 EBITDA, shall in the absence of the service of a notice
within the Profit Agreement Period by either party on the other disputing
the amount so determined be deemed to constitute the final and binding
agreement between the Seller and the Buyer as to the amount thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|2.8 |  | In the event that the 2003 EBITDA, including the Fourth Quarter 2003
EBITDA, has not been agreed by the termination of the Profit Agreement
Period such determination shall be referred to an independent firm of
chartered accountants (the Expert) appointed by agreement by the Seller
and the Buyer or, in default of agreement on such appointment within seven
Business Days of the expiry of the Profit Agreement Period, on the
application of either the Buyer on the one hand or the Seller on the other
hand by the President for the time being of the Institute of Chartered
Accountants in England and Wales, or his duly appointed deputy. In making
such determination the Expert shall act as an expert and not as an
arbitrator and his decision shall (in the absence of manifest error (and
the Expert shall give reasons for his determination)) be final and binding
on the parties. Each party shall bear the costs and expenses of all
counsel and other advisers, witnesses and employees retained by it and the
costs and expenses of the Expert shall be borne by the parties in the
proportions he may direct or, in the absence of direction, equally.
Subject to any rule of law or of any regulatory body or any provision of
any contract or arrangement entered into prior to the date of this
agreement to the contrary, the Buyer and the Seller shall afford as soon
as reasonably practicable upon request to the other and their respective
agents and to the Expert all facilities and access to, in the case of the
Seller its and in the case of the Buyer the Companies premises, personal
papers, books, accounts, records, returns and other documents

-10-



---



##### 





|    |  | as may be in
their possession or control as may be required by the Expert to make his
determination.                                                                                                                                                                                                  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.9 |  | The Buyer shall promptly provide the Auditors with all information (in
its possession or control) relating to the operations of the Group as the
case may be, including access at all reasonable times to all books and
records, and all co-operation and assistance as may be reasonably required
to:



| | (a) |  | enable the production of the 2003 Accounts; and                                                                                                                                 
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | enable the Auditors (or any independent firm of chartered
accountants appointed pursuant to this clause) to determine the 2003
EBITDA, including the Fourth Quarter 2003 EBITDA.



|2.10 |  | In the event that prior to the Deferred Consideration Payment Date or the
Earn-Out Consideration Payment Date the Buyer shall have given notice to
the Seller of a claim or claims under the Warranties and/or the Tax Deeds
then the provisions of clauses 6.8 to 6.12 may at the sole option of the
Buyer apply to the Deferred Consideration Payment or the Earn-Out
Consideration Payment.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|2.11 |  | Subject to the terms of this agreement:                                                                                                                                                                                                                                                                                                                                                       



| | (a) |  | the Seller acknowledges that from and after Completion the
Buyer shall be the sole owner of the business and shall enjoy all
rights associated therewith, including, without limitation, the
right to:
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i)   |  | operate the business of the Group in the ordinary
course and to make ordinary course business decisions in
relation to the business of the Group; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | alter the fundamental structure of or restructure
or reorganise the Group in any manner in its sole discretion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |       |  | PROVIDED THAT if such an alteration, restructuring or
reorganisation referred to in paragraph 2.11(a)(ii) above shall (1)
occur on or prior to 31 December 2003; (2) involve a combination of
some or all of the assets used in the business of the Group with
the assets of another person or a disposal of some or all of the
assets used in the business of the Group such that, in the
reasonable opinion of the Buyer, the determination of 2003 EBITDA
is rendered impracticable or inappropriate (such an alteration,
restructuring or reorganisation being called the Reorganisation)
and (3) is effected without the prior written consent of the Seller
(such consent not to be unreasonably withheld or delayed), then the
following shall apply in place of clause 2.3(c) (other than the
maximum payment limits which, for the avoidance of doubt, shall
still apply):
|
| | (iii) |  | the Buyer shall pay to the Seller, on the
Earn-Out Consideration Payment Date, in cash, 100 per cent. of
the First Earn-Out Consideration; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (iv)  |  | the Buyer shall pay to the Seller, on the
Earn-Out Consideration Payment Date, in cash, such portion of
the Second Earn-Out Consideration as is agreed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

-11-



---



##### 



| |  |  | between the
Buyer and the Seller in accordance with the procedure set out
in schedule 8 of this agreement.
| |  |  | ----------------------------------------------------------------------------------------------------------



| | (b) |  | the Seller acknowledges that from and after Completion the
Buyer shall have the right to remove and to replace any of Phillip
Lines, Damian Hart and Greg Wasilewski PROVIDED THAT if such removal
or replacement is effected (1) prior to 31 December 2003, and (2)
without the prior written consent of the Seller (such consent not to
be unreasonably withheld or delayed), then in lieu of the
consideration payable pursuant to clause 2.3(c) the Buyer shall pay
to the Seller 100 per cent. of the First Earn-Out Consideration. The
Seller agrees that it shall be unreasonable to withhold or delay its
consent under this clause, in relation to Phillip Lines and Damian
Hart, if the quarterly operating results of the Group are more than
20 per cent. below the equivalent figure provided for in the Budget
and, in relation to Greg Wasilewski, if the quarterly operating
results of Gains US are more than 20 per cent. below the equivalent
figure provided for in the Budget.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3.  |  | CONDITIONS                                                                         
|--- |  | -----------------------------------------------------------------------------------
|   
|3.1 |  | Completion is conditional upon the fulfilment of each of the Conditions
as follows:



| | (a) |  | One of the following having occurred:
| | --- |  | -------------------------------------



| | (i)  |  | the Buyer having received written confirmation
from the German Federal Cartel Office (GFCO), insofar as the
proposed transaction must be notified in accordance with
section 39 of the Act Against Restraints on Competition, that
the conditions for a prohibition in section 36 paragraph 1 of
the Act against Restraints on Competition are not fulfilled
and the proposed merger may therefore be consummated; or
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | if no such confirmation described in paragraph
(i) above is received, the time limit (of one month from
receipt of the complete notification) as laid down in section
40 paragraph 1 of the Act Against Restraints on Competition
having expired without the Buyer or the Seller having been
notified by the GFCO that it has entered into an examination
of the sale and purchase hereunder;                        



| | (b) |  | Gains HK obtaining a Public non-exclusive Telecommunications
Service Licence issued by the Telecommunications Authority in Hong
Kong under the Telecommunications Ordinance (Cap. 106), permitting
Gains HK to, inter alia, possess, establish, use and maintain means
of telecommunications in Hong Kong for the provision of external
telecommunications services to the public in Hong Kong.                              
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | The making of a notification to the Info-Communications
Development Authority as required by condition 24.2 of Gains
Singapores Services-Based Operator Individual Licence granted under
section 5 of the Telecommunications Act 1999.                                                                                                                                                                                      
|
| | (d) |  | The Companies having obtained from the FCC such consents,
approvals and waivers shall be obtained by Final Order), necessary
(in the reasonable opinion of the Buyer) for the execution, delivery
and performance of this agreement; provided however, that with
respect to the initial order of the FCC relating to the FCC Transfer
of Control Application, the receipt of the initial order shall be
deemed to satisfy the

-12-



---



##### 





| |     |  | condition set forth in this clause 3.1(d) with
respect to the FCC Transfer of Control Applications (notwithstanding
the fact that a final Order has not yet been received) if: such
initial order shall have been granted without any condition or
qualification
which is materially adverse to the Buyer or to the operation of the
business of the Companies (as they are presently proposed to be
operated); and either no objection, opposition, petition or appeal
or other filing raising issues concerning the applications (an
Opposition) shall have been filed, or in the event an Opposition
has been filed, such filing is not likely, in the reasonable
opinion of the FCC counsel (with recognised expertise in Federal
communications law) of the Buyer, to lead to the denial or
designation for a hearing of such applications, or to the
imposition of any condition or qualification materially adverse to
the operation of the business of the Companies as it is presently
proposed to be operated.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | The making of notifications and the obtaining in form and
substance reasonably satisfactory to the parties hereto of all such
consents or clearances as are necessary or as are considered
appropriate by both parties under any merger control rules of any
state or jurisdiction which the Buyer reasonably considers may be
applicable to any part of the transaction contemplated by this
agreement and the making of any other notifications and the granting
in terms reasonably satisfactory to the parties hereto of any other
consents, approvals. authorisations or clearances which are required
from any government, governmental or regulatory bodies, agencies or
authorities or from any supranational agency or authority and which,
in the reasonable opinion of the Buyer, are necessary or desirable
for Completion.                                                                                                                                                                                   
|
| | (f) |  | All of the Shares shall have been made available by the
Seller to the Buyer, free and clear of any Encumbrances, for the
simultaneous purchase of the Gains UK Shares and the Gains US Shares
by GAC and of the Gains HK Shares by GAAC; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (g) |  | the Seller as legal and beneficial owner assigning and
transferring to the Buyer with full title guarantee all of the
intellectual property rights arising and/or subsisting in
jurisdictions outside of Asia in the Orion Software as used by the
Group prior to the Completion Date for the remainder of the term
during which the said rights and any renewals or extensions thereof
shall subsist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



|3.2 |  | The Buyer may by notice in writing to the Seller waive any of the
Conditions contained in paragraphs (b), (d), (e), (f) and (g) of clause
3.1 in whole or in part.                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.3 |  | The Seller undertakes to use reasonable endeavours to procure the
fulfilment of the Conditions set out in paragraphs (b), (c), (d), (e), (f)
and (g) of clause 3.1 and the Buyer agrees to give the Seller reasonable
assistance, at the Sellers cost, to procure such fulfilment by 30 April
2003. The Buyer undertakes to use reasonable endeavours to procure the
fulfilment of the Conditions set out in paragraphs (a) and (c) of clause
3.1, and the Seller agrees to give the Buyer reasonable assistance to
procure and fulfilment, by 30 April 2003.
|   
|3.4 |  | If all of the Conditions (save for those compliance with which has been
waived in accordance with the terms of this agreement) have not been
fulfilled on or before 5.30 pm (London time) on 30 April 2003 this
agreement shall terminate with effect from that date.                                                                                                                                                                                                                                                                                         
|   
|3.5 |  | If this agreement terminates in accordance with clause 3.4 then the
obligations of the parties shall automatically terminate save that the
rights and liabilities of the parties which have                                                                                                                                                                                                                                                                                                                                                                   

-13-



---



##### 





|    |  | accrued prior to
termination shall continue to subsist including those under clauses 11, 13
and 16 to 23 (inclusive).                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.6 |  | 6 The Seller shall keep the Buyer advised of the progress towards the
satisfaction of their obligations under clause 3.3 (and vice versa).
|   
|4.  |  | PERIOD TO COMPLETION                                                                                                                      
|   
|4.1 |  | The Seller undertakes with the Buyer to procure that each Group Company
shall:                                                            



| | (a) |  | operate its business and activities in their usual course and
in such a manner between todays date and the Completion Date as to
ensure that no act or event shall occur during that period which
would be reasonably expected to result in a breach of the Warranties
upon their repetition immediately prior to Completion; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | comply with each of the undertakings set out in schedule 5.                                                                                                                                                                                                                                                                       



|4.2 |  | Pending Completion the Buyer and any person authorised by it shall be
given reasonable access to the London Property and in relation to any
other property from which the business of any Group Company operates shall
be given the same rights of access as are available to Seller, and to all
the books and records of each Group Company and the directors and
employees of each Group Company shall be instructed to give promptly all
such information and explanations as the Buyer or any such person may
reasonably request.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4.3 |  | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



| | (a) |  | there is any breach or non-fulfilment by the Seller of any of
its obligations hereunder required to be performed and satisfied by
it on or prior to the Completion Date; or                                                                                                                                                                                                                                                                                                                                                               
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | between the date of this agreement and Completion there is
any material adverse change (or additional facts or circumstances
become known to or are disclosed to the Buyer that, if they had
related to events occurring between the date of this agreement and
Completion would have constituted a material adverse change) in the
business, operations, assets, liabilities, position (financial,
trading or otherwise) profits or prospects of the Group or any event
or circumstance that may result in such a material adverse change



|    |  | then in any such case the Buyer shall be entitled (in addition and
without prejudice to any other rights or remedies it may have against the
Seller under this agreement or otherwise) to elect by notice in writing
to the Seller not to complete the purchase of the Shares, in which event
this agreement shall automatically terminate save that the rights and
liabilities of the parties which have accrued prior to termination shall
continue to subsist including those under clauses 11, 13 and 16 to 23
(inclusive).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4.4 |  | The Seller undertakes to the Buyer that it will disclose forthwith in
writing to the Buyer any matter or thing which may arise or become known
to it after the date hereof which is inconsistent with any of the
Warranties.                                                                                                                                                                                                                                                                                                   
|   
|4.5 |  | The Seller undertakes to the Buyer that it will secure at the Sellers
cost assignments from Madge Networks Limited or Madge Networks N.V., as
applicable, of all trade marks (be                                                                                                                                                                                                                                                                                                                                              

-14-



---



##### 





|    |  | they registered or unregistered) free
from any Encumbrance subsisting anywhere in the world which are owned by
Madge Networks Limited or Madge Networks N.V., as applicable, and/or any
of its subsidiaries or holding companies in the Gains name and associated
logos as
used in the business of any Group Company prior to Completion so that the
trade marks are assigned to Gains UK by way of the Trade Mark Assignment.
The Seller further undertakes that it will procure changes to proprietary
details at the relevant domain name registries for the domain names
gains.com and all other domain names featuring the expression Gains
which the Seller or a member of the Sellers Group holds or has a
contractual right to so that GAC becomes the named proprietor at the
relevant registry and can take operational control of the domain names at
Completion.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4.6 |  | Notwithstanding anything contained herein to the contrary, the Seller
shall at all times prior to the Completion Date retain control over the
policies, assets, ownership, and operation of the Gains US, including,
without limitation, authority with respect to (a) personnel matters
associated with the Companys operation, (b) financial affairs of the
Company, and (c) all FCC licensing and authorisation matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|5.  |  | COMPLETION; CERTAIN COVENANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|5.1 |  | Completion shall take place at the offices of the Buyers Solicitors on
the date on which all of the Conditions shall have been fulfilled or
waived, or such other date as is determined by mutual agreement between
the Buyer and the Seller, but in no event later than 30 April 2003 without
the Buyers consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|5.2 |  | On Completion the Seller shall deliver to, or shall procure the delivery
to, or, if the Buyer shall so agree, make available to the Buyer, unless
the Buyer waives such delivery in writing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| | (a) |  | transfers in common form, or the equivalent in the relevant
jurisdiction, relating to all the Shares duly executed in favour of
GAC or GAAC, as appropriate, (or as either may direct);                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | share certificates relating to the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (c) |  | any waivers or consents by members of any Group Company or
other persons which the Buyer has specified prior to Completion in
the agreed terms so as to enable GAC or its nominees to be
registered as the holders of the Gains US Shares and the Gains UK
Shares and GAAC or its nominees to be registered as the holders of
the Gains HK Shares and any shares of the Subsidiaries;                                                                                                                                                                                                                                             
|
| | (d) |  | resignations in the agreed terms duly executed as deeds of
all the directors and the secretary of any Group Company (other than
Phillip Lines, Greg Wasilewski and Damian Hart)from their offices
as director or secretary of and their employment with any Group
Company containing a confirmation that they have no claims (whether
statutory, contractual or otherwise) against any Group Company for
compensation for loss of office or termination of employment or for
unpaid remuneration or otherwise together with delivery to the Buyer
of all property of any Group Company in their possession or under
their control;
|
| | (e) |  | the common seals, certificates of incorporation and statutory
books, share certificate books and cheque books of each Group
Company where applicable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

-15-



---



##### 





| | (f) |  | the Tax Deeds duly executed by the Seller and Tullett plc as
guarantor;                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (g) |  | the Transitional Services Agreement duly executed by Tullett
plc;                                                                                                                                                                                                                                                                                                                                                                
|
| | (h) |  | the Tullett Supplier Agreement duly executed by Tullett plc;                                                                                                                                                                                                                                                                                                                                                                     
|
| | (i) |  | the Totan Services Agreement duly executed by Totan
Information Technology Co. Limited;                                                                                                                                                                                                                                                                                                                                          
|
| | (j) |  | the Trade Mark Assignment duly executed by Tullett;                                                                                                                                                                                                                                                                                                                                                                              
|
| | (k) |  | the Totan Preferred Supplier Agreement duly executed by Totan
Information Technology Co. Limited                                                                                                                                                                                                                                                                                                                                 
|
| | (l) |  | to the extent not in the possession of any Group Company, all
books of account or references as to customers and/or suppliers and
other records and all insurance policies belonging to and in any way
relating to or concerning the businesses of any Group Company;                                                                                                                                                            
|
| | (m) |  | to the extent not in the possession of any Group Company, all
licences, consents, permits and authorisations obtained by or issued
to any Group Company or any other person in connection with the
business carried on by any of them and such contracts, deeds or
other documents (including assignments of any such licences) as
shall have been required by the Buyers Solicitors prior to the date
hereof;                  
|
| | (n) |  | duly executed transfers of each share in the Subsidiaries not
registered in the name of any Group Company in favour of the GAAC
(or as it may direct);                                                                                                                                                                                                                                                                           
|
| | (o) |  | share certificates or an indemnity for lost share certificate
in a form reasonably satisfactory to the Buyer relating to all of
the issued shares in the capital of each of the Subsidiaries;                                                                                                                                                                                                                                    
|
| | (p) |  | a deed of release in the agreed terms duly executed as a
deed, in a form satisfactory to the Buyer, releasing each Group
Company and their respective officers and employees from any
liability whatsoever (actual or contingent) which may be owing to
the Sellers Group by any Group Company, which shall include any
Intra-Group Indebtedness, due to be paid or, as the case may be,
repaid pursuant to clause 5.5 below; and
|
| | (q) |  | an assignment (to the extent it is capable of assignment)
(and shall procure that its representatives, agents and advisers
shall assign) to the Buyer in the agreed terms of the benefit of any
confidentiality undertakings given to the Seller by any person
within the last two years in relation to a sale or potential sale by
the Seller of the Company or its assets and undertakings.                                    



|5.3 |  | At or prior to Completion (and prior to the taking effect of the
resignations of the directors referred to in clause 5.2(d) above) the
Seller shall procure the passing of board resolutions of each Group
Company:
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-16-



---



##### 





| | (a) |  | sanctioning for registration (subject where necessary to due
stamping) the transfers in respect of the Shares and any shares to
which clause 5.2(o) refers; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | authorising the delivery to the Buyer of share certificates
in respect of the Shares and any shares to which clause 5.2(o)
refers.                             



|5.4 |  | The Seller hereby covenants to deliver to the Buyer, at or prior to
Completion, the management accounts for each Group Company for the period
beginning 1 January 2003 and ending on 31 January 2003.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5.5 | (a) |  | On Completion, to the extent that there is any Intra-Group
Indebtedness owed that is not the subject of an Adjustment:
|--- | --- |  | ----------------------------------------------------------------------------------------------------------------------



| | (i)  |  | by the Sellers Group to any member of the Group
as at Completion, the Seller shall pay or, as the case may be,
repay (or procure that the relevant member or members of the
Sellers Group shall pay or, as the case may be, repay) such
Intra-Group Indebtedness by way of telegraphic transfer of
funds to such account as the Buyer shall have previously
notified to the Seller in writing;
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | by the Group to any member of the Sellers Group
as at Completion, the Seller shall pay, or procure the
repayment by, the Group to the relevant member of the Sellers
Group of such Intra-Group Indebtedness by way of telegraphic
transfer of funds to such account as the Buyer shall have
previously notified to the Seller.                                                                



| | (b) |  | If the Seller does not pay or, as the case may be repay, or
(in the case of any Intra-Group Indebtedness included as an
Adjustment, fund additional cash pursuant to clause 6.1(ii) in
respect of such Adjustment, in an amount sufficient to permit
immediate payment or repayment of) all or part of the outstanding
Intra-Group Indebtedness pursuant to paragraph (a) above then (in
addition and without prejudice to any other rights or remedies the
Buyer may have against the Seller) the Seller hereby undertakes to
indemnify the Buyer and/or any member of the Buyers Group against
such unpaid sum representing outstanding Intra-Group Indebtedness.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5.6 |  | The Seller shall procure that at Completion:
|--- |  | --------------------------------------------



| | (a) |  | there are repaid all sums (if any) owing to any Group Company
by the directors of any Group Company or any of their connected
persons except those arising in the ordinary course of trade and
whether or not such sums are due for repayment;                                                                                           
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | so far as they are able, each Group Company is released from
any guarantee, indemnity, bond, letter of comfort or Encumbrance or
other similar obligation given or incurred by it which relates in
whole or in part to debts or other liabilities or obligations,
whether actual or contingent, of any person other than a Group
Company;



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and prior to such repayment or release the Seller undertakes to the Buyer
and/or any member of the Buyers Group (on behalf of themselves and as
trustee on behalf of each Group Company) to keep each Group Company fully
indemnified against any failure to make any

-17-



---



##### 





| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | such repayment or any liability arising under any such guarantee, indemnity, bond, letter of
comfort or Encumbrance.



|5.7 | (a) |  | On Completion, to the extent there is any Group Indebtedness (but
excluding Intra-Group Indebtedness) owed to any person, the Seller shall
pay or as the case may be, repay such Group Indebtedness other than the
Agreed Loan prior to Completion; and
|--- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | If the Seller does not pay or, as the case may be repay, all
or part of such Group Indebtedness pursuant to paragraph (a) above
then (in addition and without prejudice to any other rights or
remedies the Buyer may have against the Seller) the Seller hereby
undertakes to indemnify the Buyer and/or any member of the Buyers
Group against such unpaid sum representing outstanding Group
Indebtedness.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5.8 |  | Upon compliance by the Seller with the provisions of clauses 5.2, 5.3,
5.4, 5.5, 5.6 and 5,7 GAC and/or GAAC, as appropriate, shall:
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | provide for the transfer by CHAPS of £6,000,000 together with
interest thereon at the Agreed Rate computed from the date of this
agreement to the Completion Date, both dates exclusive, on the basis
of the actual number of days elapsed and a 365 day year to the
Sellers Solicitors at Barclays Bank plc, of Pall Mall Branch, I
Pall Mall East, London SW1 5AX, Sort Code 20-65-82, Account
No.50089753;                                                                                                                                                                                                                                                                                                         
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | deliver to the Sellers Solicitors counterparts of the Tax
Deeds, the Tullett Supplier Agreement, the Transitional Services
Agreement if delivery of the same shall have been procured by the
Seller, the Totan Services Agreement and the Totan Preferred
Supplier Agreement duly executed by it;                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (c) |  | use reasonable endeavours to procure that the Seller is
released from any guarantee, indemnity, bond, letter of comfort or
Encumbrance or other similar obligation given or incurred by it
which relates in whole or in part to debts or other liabilities or
obligations, whether actual or contingent, of any Group Company
(other than liabilities of any Group Company in respect of which the
Buyer is entitled to an indemnity hereunder from the Seller); and
the Buyer shall indemnify the Seller in respect of any claims made
against it arising from any such guarantee, indemnity, bond, letter
of comfort or Encumbrance or other similar obligation from
Completion until such releases are obtained; and
|
| | (d) |  | deliver to, or shall procure the delivery to, the Seller an
undertaking executed by the Buyers sole shareholder whereby such
sole shareholder agrees to take all action necessary from time to
time to maintain that one director nominated by Tullett plc shall be
elected to the membership of the Buyers board of directors or
similar body until the earlier of (i) the Earn-Out Consideration
Payment Date or (ii) the commencement of proceedings to settle any
dispute between the Buyer and the Seller regarding the Earn-Out
Consideration (whether pursuant to the dispute resolution provisions
of this agreement or otherwise).                                                                          



|5.9 |  | If in any respect the obligations of the Seller (or Buyer) are not
complied with on Completion the party not in default may proceed to
Completion so far as practicable (without prejudice to its rights
hereunder) by means of a notice to that effect in writing served on the
other.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-18-



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##### 





|5.10 |  | The Seller acknowledges that, immediately following Completion or the
service of any notice under clause 5.8 above until such time as the
transfer(s) of the Shares have been registered in the register of members
of the Companies, the Seller will hold those Shares
registered in its name on trust for and as nominee for the Buyer or its
nominees and undertakes to hold all dividends and distributions and
exercise all voting rights available in respect of those Shares in
accordance with the directions of the Buyer or its nominees and if the
Seller is in breach of the undertakings contained in this clause the
Seller irrevocably authorises the Buyer to appoint some person or persons
to execute all instruments or proxies (including consents to short
notice) or other documents which the Buyer or its nominees may reasonably
require and which may be necessary to enable the Buyer or its nominees to
attend and vote at general meetings of the Company and to do any thing or
things necessary to give effect to the rights contained in this clause.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|5.11 |  | The Seller shall, as soon as reasonably practicable after the date hereof
arrange for the preparation of the 2002 Accounts, provided that the Buyer
gives such access to the relevant books, records and premises as is
reasonably required for such audit to be carried out.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|5.12 |  | The Buyer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



| | (a) |  | shall, as soon as reasonably practicable after Completion,
put in place an incentive plan for Phillip Lines, Damian Hart and
Greg Wasilewski based on, primarily, the Companies achieving such
2003 EBITDA results as would require the Earn-Out Consideration to
be paid pursuant to clause 2.3(c); and                                                                                              
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | hereby agrees that the Seller may, with the consent of the
Buyer (not to be unreasonably withheld), put in place an incentive
plan for certain senior executives of the Companies, the identity of
which shall be agreed between the Buyer and the Seller, based on the
Companies achieving such 2003 EBITDA results as would require the
Earn-Out Consideration to be paid pursuant to clause 2.3(c).



|6.  |  | BALANCE SHEET ADJUSTMENTS                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.1 |  | The Seller hereby undertakes to procure that at or prior to Completion,
with respect to each of the Adjustments, either (i) such Adjustment is
effected or (ii) an amount of additional cash is contributed or caused to
be contributed by the Seller to one or more of the Companies (in the form
of equity) sufficient to permit such Company or Companies to effect such
Adjustment immediately following Completion.
|   
|6.2 |  | If, prior to Completion, the Seller proposes any changes to any line item
on the Accounts Date Balance Sheet, the Seller shall provide the Buyer
with as much detail as is reasonably practicable as to the reasons
therefor. The Buyer may agree, in its sole discretion, to accept any or
all such changes as additional Adjustments.                                                                                 
|   
|6.3 |  | If at any time after the Completion Date and up to and including 31 March
2004, the Buyer reasonably believes that there has been any error,
omission or misstatement in any of the individual line items in the
Accounts Date Balance Sheet (each, a Proposed Error), it shall provide
notice in writing to the Seller giving reasonable details as to the nature
and quantum of such Proposed Error.                

-19-



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##### 





| | (a) |  | The Seller shall notify the Buyer within 10 Business Days of
receipt of such notice whether or not it accepts the Proposed Error
for purposes of this clause 6.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | If the Seller notifies the Buyer that it does not accept such
Proposed Error:                                                                                  



| | (i)  |  | it shall, at the same time, set out in a notice
in writing its reasons in full for such non-acceptance and
deliver a copy of such notice to the Buyer; and                 
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the parties shall use all reasonable endeavours
as promptly as practicable to meet and discuss the objections
of the Seller and to reach agreement upon the Proposed Error.



| | (c) |  | If the Seller is satisfied with the Proposed Error or if the
Seller fails to notify the Buyer of its non-acceptance of the
Proposed Error within the 10 Business Day period referred to in
clause 6.3(a), then such Proposed Error shall be deemed accepted by
the Seller for the purposes of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | If the Seller and the Buyer do not reach agreement within 10
Business Days of the Sellers notice of non-acceptance pursuant to
clause 6.3(b) then the Proposed Error in dispute and in respect of
which full details have been provided by the Seller to the Buyer at
the time that it notified the Buyer that it does not accept the
Proposed Error in accordance with clause 6.3(b) (and only those)
shall be referred, on the application of either party, for
determination by an independent firm of internationally recognised
chartered accountants to be agreed upon by the Seller and the Buyer
or, failing agreement, to be selected, on the application of either
the Seller or the Buyer, by the President for the time being of the
Institute of Chartered Accountants in England and Wales or his duly
appointed deputy. The following provisions shall apply to such
determination:



| | (i)   |  | the Buyer and/or the Buyers accountants and the
Seller and/or the Sellers selected accountants shall each
promptly prepare a written statement on the matters in dispute
which (together with the relevant documents) shall be
submitted to such independent firm for determination;                                                                                                                
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | in giving such determination, the firm shall
state what adjustments (if any) are necessary to the Accounts
Date Balance Sheet in respect of the matters in dispute in
order to comply with the requirements of this agreement;                                                                                                                                                                        
|
| | (iii) |  | any such firm shall act as an expert (and not as
an arbitrator) in making any such determination which shall be
final and binding on the parties (in the absence of manifest
error);                                                                                                                                                                                                                  
|
| | (iv)  |  | each party shall bear the costs and expenses of
all counsel and other advisers, witnesses and employees
retained by it and the costs and the expenses of the
independent firm of accountants shall be borne between the
Seller and the Buyer in such proportions as the firm shall in
its discretion determine or, in the absence of any such
determination, equally between the Seller and the Buyer.

-20-



---



##### 





|6.4 |  | If at any time after the Completion Date and up to and including 31 March
2004, the Seller reasonably believes that there has been any material
Proposed Error which the Buyer has not notified it of pursuant to clause
6.3, the Seller shall provide notice in writing to the Buyer giving
reasonable details as to the nature and quantum of such Proposed Error and
clause 6.3 (a)  (d) shall apply, mutatis mutandis.                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.5 |  | Any Proposed Errors agreed (or deemed to be agreed) in accordance with
the procedures set out in this clause 6.5 (each, an Agreed Error)
(which, for the avoidance of doubt may be a negative or positive on any
line item in the Accounts Date Balance Sheet) shall be set off against
each other and, subject to clause 6.6, the Buyer and the Seller hereby
agree that any sum (positive or negative) so calculated will be added or
subtracted, as the case may be, from the payment to be made by the Buyer
to the Seller on the Deferred Consideration Date or the Earn-Out
Consideration Date as applicable or at any time thereafter any sum that is
the subject of an Agreed Error shall be payable by the relevant party to
the other within five Business Days of its determination pursuant to this
clause 6.  
|   
|6.6 |  | If at any time after Completion the sum of the aggregate Agreed Errors
exceeds £250,000 (positive or negative) the party owing such amount
undertakes to remit such sum to the other within 5 Business Days of the
determination of the Agreed Errors, which sum shall be excluded from the
calculation set out in 6.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|6.7 |  | Subject to any rule of law or any regulatory body or any provision of any
contract or arrangement entered into prior to the date of this agreement
to the contrary, the Seller shall procure that each member of the Sellers
Group shall, and the Buyer shall procure that the Group shall, promptly
provide each other, their respective advisers, the independent firm of
chartered accountants appointed pursuant to this clause 6 to evaluate the
Proposed Errors with all information (in their respective possession or
control) relating to the operations of the Sellers Group and/or the
Group, as the case may be, including access at all reasonable times to all
Sellers Group and Group employees, books and records, and all
co-operation and assistance, as may in any such case be reasonably
required to:



| | (a) |  | enable the production of the Accounts Date Balance Sheet; and                                                            
| | --- |  | -------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | enable any independent firm of chartered accountants
appointed pursuant to this clause 6 to evaluate the Proposed Errors.



|    |  | The Seller and the Buyer hereby authorise each other, their respective
advisers and the independent firm of chartered accountants appointed
pursuant to this clause 6 to take copies of all information which they
have agreed to provide under this clause 6.7.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.8 |  | In the event that prior to the Deferred Consideration Payment Date the
Buyer shall have given notice to the Seller of a claim or claims under the
Warranties and/or the Tax Deeds then the following provisions shall at the
sole option of the Buyer apply:    



| | (a) |  | to the extent that any such claim or claims shall have been
settled (in accordance with clause 6.9) but shall not have been paid
by or on behalf of the Seller prior to the Deferred Consideration
Payment Date, the Buyer shall be entitled to treat its obligations
hereunder to satisfy the Deferred Consideration Payment to the
Seller as being reduced pro tanto by the amount, to the extent
settled, of such claim or claims;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-21-



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##### 





| | (b) |  | to the extent that any such claim or claims shall not have
been settled, then on receipt by the Buyer prior to the Deferred
Consideration Payment Date of an opinion of a Queens Counsel
(instructed in accordance with clause 6.11) to the effect that on
the balance of probabilities the Buyer will recover in respect of
the claim or claims aforesaid, the Buyer shall be entitled to
transfer the amount claimed by the Buyer
pursuant thereto into the Escrow Account. Following settlement of
the claim, the Seller shall be entitled to receive the amount, if
any, settled in its favour, together with interest thereon at the
Agreed Rate in respect of the period from the Deferred
Consideration Payment Date down to the date of payment (which
amount shall be payable in cash within seven days of such
settlement) and the Buyer shall be entitled to the balance, if any,
remaining in the Escrow Account.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.9 |  | A claim shall be regarded as settled for the purposes of clause 6.8 if
either:
|--- |  | ------------------------------------------------------------------------------



| | (a) |  | the Seller and the Buyer (or their respective solicitors)
shall so agree in writing; or                                                                                                                                       
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | a court has awarded judgment in respect of the claim and no
right of appeal lies in respect of such judgment or the parties are
debarred whether by the passage of time or otherwise from exercising
any such right of appeal.



|6.10 |  | For the avoidance of doubt nothing contained in clause 6.8 shall
prejudice the right of the Buyer to recover against the Seller otherwise
than pursuant to clause 6.8 or to make any claim against the Seller under
the Warranties and/or the Tax Deeds whether before or after the Deferred
Consideration Payment Date whether in accordance with the procedure
specified in clause 6.8 or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|6.11 |  | For the purposes of clause 6.8(b) the Buyer shall have the sole right,
but after reasonable consultation with the Seller, to select the Queens
Counsel to be instructed. The Queens Counsel shall be instructed jointly
by the Buyers Solicitors and the Sellers Solicitors and the Buyers
Solicitors shall, in the first instance, provide the Sellers Solicitors
with instructions to Counsel for their approval (such approval not to be
unreasonably withheld or delayed). In the event that the Sellers
Solicitors fail to approve or amend such instructions without good cause
within 20 Business Days of the date of receipt of the same, or
unreasonably withhold or delay their approval thereto, the Buyers
Solicitors shall be entitled to instruct Queens Counsel without further
reference to the Sellers Solicitors.
|    
|6.12 |  | If the opinion of the Queens Counsel is required by the Buyer and such
Queens Counsel decides that on the balance of probabilities the Buyer
will recover in respect of the claim or claims, the costs of such Queens
Counsel shall be deducted from the Deferred Consideration Payment
otherwise due to the Seller. However, if the Queens Counsel decides that
on the balance of probabilities the Buyer will not so recover, the costs
of such Queens Counsel shall be borne by the Buyer.                                                                                                                                                                                                                                                                                                                                           
|    
|7.   |  | WARRANTIES, INDEMNIFICATION AND CONTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|7.1  |  | 1 The Seller hereby warrants to the Buyer in the terms of the Warranties.
The parties hereby agree that the Seller will repeat the Warranties
immediately prior to Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|7.2  |  | Any information supplied by or on behalf of any Group Company to or on
behalf of the Seller in connection with the Warranties, the Disclosure
Letter or otherwise in relation to the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

-22-



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##### 





|    |  | business and affairs of any Group
Company shall not constitute a representation or warranty or guarantee as
to the accuracy thereof by any Group Company and the Seller undertakes to
the Buyer and each Group Company (and their respective directors,
officers, employees, agents and advisers) that they will not bring any and
all claims which either of them might
otherwise have against any Group Company or any of their respective
directors, officers, employees, agents or advisers in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.3 |  | Each of the Warranties shall be construed as a separate warranty, and
(unless expressly provided to the contrary) shall not be limited by the
terms of any of the other Warranties or by any other term of this
agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|7.4 |  | The liability of the Seller under the Warranties shall be limited only if
and to the extent that the limitations referred to in schedule 4 apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|7.5 |  | No information relating to the Group of which the Buyer has knowledge
(actual or constructive) and no investigation by or on behalf of the Buyer
shall prejudice any claim by the Buyer under the Warranties or reduce any
amount recoverable thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|7.6 |  | Each of the parties irrevocably and unconditionally agrees that it will
not (and will procure that no member of its respective group will) bring
any claim or other action (including a claim for contribution under the
Civil Liability (Contributions) Act 1978) of whatever nature and which
exists now or may exist in the future and whether known or not known to it
at the date hereof and whether in relation to a matter which is past,
present or future and in respect of negligence or otherwise (Claim)
against any professional advisers of the other party in relation to any
matter arising (directly or indirectly) out of or in connection with this
agreement and/or any Transaction Document. To the extent that any such
Claim exists (if any and without prejudice to the aforesaid), each of the
parties irrevocably and unconditionally waives the right to bring any form
of claim against or recover any sums from any of the other partys
professional advisers in relation to any Claim and unconditionally and
irrevocably releases the other partys professional advisers from any
liability in respect of any such Claim. It is intended that any relevant
professional adviser shall be entitled to the benefit of the undertakings,
releases and waivers provided for in this clause for the purpose of, inter
alia, the Contracts (Rights of Third Parties) Act 1999.
Nothing in this clause shall exclude or limit liability in respect of
Claims arising directly out of any statements made fraudulently or
arising as a direct result of wilful concealment by such professional
advisers.
|   
|7.7 |  | The Seller shall indemnify and keep indemnified at all times the Buyer,
the Buyer as trustee for the Group and any successors and assignees of the
Buyer against, and shall hold them harmless from, any loss, liability,
third-party claim, damage, penalty, judgment or expense (including without
limitation any application fees and reasonable legal fees and expenses)
arising from (i) any failure on the part of the Seller to comply with its
obligations under clause 6.1; (ii) any failure on the part of the Seller
to make full provision or reserve for or disclose all liabilities
(including all actual or contingent liabilities to Tax) of the Company
whether actual, contingent or otherwise as at the Accounts Date in the
Accounts Date Balance Sheet; (iii) any payments made by the Companies from
the period beginning 1 January 2003 up to and including the Completion
Date to or for the account of a member of the Sellers Group, other than
payments made pursuant to the provisions of clause 6 or to settle amounts
resulting from the ordinary and proper course of trading that are not
otherwise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

-23-



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##### 





|     |  | prohibited under this agreement. The parties hereby agree that
a claim shall not be brought by the Buyer under this clause 7.7 after the
later of 31 March 2004 and the date on which the audit of the accounts of
the Group as at and for the financial period ended on 31 December 2003 is
completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|7.8  |  | The Seller shall indemnify and keep indemnified at all times the Buyer,
the Buyer as trustee for the Group and any successors and assignees of the
Buyer against, and shall hold them harmless from, all costs, expenses,
claims, demands, awards, losses, damages and liabilities (including VAT
and any other taxes thereon) incurred, suffered or paid by or made against
the Buyer or the Group as a result any debt arising under section 75 of
the Pensions Act 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|7.9  |  | The Seller shall indemnify and keep indemnified at all times the Buyer,
the Buyer as trustee for the Group and any successors and assignees of the
Buyer from and against, and shall hold them harmless from, all claims,
damages, losses and expenses including but not limited to reasonable legal
fees arising from any claim that any use by the Buyer and the Group (both
before and after the Completion Date) and their permitted licensees of any
trademarks (including without limitation any brands, trade names, logos
and get-up) to the extent and in the territories in which they were used
in the business of the Group prior to the Completion Date, infringes the
rights of any third party. Furthermore, the Seller shall indemnify and
keep indemnified the Buyer in respect of the costs of and expenses
associated with the procurement of assignments of the registered and
unregistered rights in the trade marks comprising the Gains name and
associated logos as used in the business of the Group in various
jurisdictions throughout the world prior to the Completion Date to the
extent the Trade Mark Assignment does not vest title in said trade marks
in GAC. For the avoidance of doubt the indemnity set out above shall be
without prejudice to the Sellers obligation to deliver the executed Trade
Mark Assignment in accordance with clause 5.2 (j).
|    
|7.10 |  | The Seller shall indemnify and keep indemnified at all times the Buyer,
the Buyer as trustee for the Group and any successors and assignees of the
Buyer against, and shall hold them harmless from, any loss, liability,
third-party claim, damage, penalty, judgement or expense (including any
application fees and reasonable legal fees and expenses) arising from any
failure on the part of the Seller or any Group Company to obtain any
permit, licence, consent, approval, certificate, registration or other
authorisation or filing of a notification, report, form or assessment
necessary, or to make any required payments (including without limitation
any payments to the US Universal Service Funds or similar funds in other
jurisdictions) in respect of any period prior to Completion in any
jurisdiction for the provision of such Group Companys telecommunications
services or networks to its customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|7.11 |  | The Seller shall indemnify and keep indemnified at all times the Buyer,
the Buyer as trustee for the Group and any successors and assignees of the
Buyer against, and shall hold them harmless from, all damages, losses,
expenses, liabilities, actions, claims and proceedings suffered or
incurred by the Buyer or Group as a result of any claim by Carr Futures
Pte in respect of any act or omission of any member of the Sellers Group
occurring prior to the Completion Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|7.12 |  | The Seller shall indemnify and keep indemnified at all times, the Buyer,
the Buyer as trustee for the Group, and any successors and assignees of
the Buyer against, and shall hold them harmless from, any liability
whatsoever arising on or prior to the first anniversary of the Completion
Date in connection with any of the Properties, except for the London
Property, in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

-24-



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##### 





|     |  | so far as the Buyer continues to occupy or use such
Properties in accordance with past practice of the Seller and provided
that the Buyer does not know such practice to be unreasonable.                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|7.13 |  | The parties agree that the liability of the Seller under sub-clauses 7.7,
7.8, 7.9, 7.10, 7.11, and 7.12 shall be limited as set out in paragraph 6
(Ceiling on Claims) of schedule 4 as if any claims made under such
sub-clauses were Claims.                                                                          
|    
|7.14 |  | The Buyer shall not be entitled to recover more than once in respect of
the same loss covered by any part of this agreement or the Tax Deed.                                                                                                                                                                             
|    
|7.15 |  | The Buyer hereby warrants to the Seller in the terms of the warranties
set out in part 1 of schedule 11 and the liability of the Buyer under such
warranties (the Buyers Warranties) shall be limited as set out in part
2 of schedule 11.                                                                            
|    
|7.16 |  | The Buyer shall indemnify and keep indemnified at all times the Seller
against, and shall hold it harmless from, any liability it may suffer
arising from the Call Option Deed. The parties agree that the liability
of the Buyer under this clause 7.15 shall be limited as set out in part 2
of schedule 11.           
|    
|8.   |  | PROTECTION OF GOODWILL                                                                                                                                                                                                                                                                                                   
|    
|8.1  |  | The Seller hereby undertakes to procure that (except as otherwise agreed
in writing with the Buyer) no member of the Sellers Group will either
directly or indirectly and either solely or jointly with any other person
(either on its own account or as the agent of any other person) and in any
capacity whatsoever:



| | (a) |  | for a period of 3 years from Completion carry on or be
engaged or concerned or (except as the holder of shares in a listed
company which confer not more than five per cent. of the votes which
can generally be cast at a general meeting of the company)
interested in a business which competes with the type of business
carried on by any member of the Group at Completion in the US, the
UK, Hong Kong, Singapore, Australia, Germany, France, Bermuda,
Canada, or Japan;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | for a period of 3 years from Completion solicit or accept the
custom of any person in respect of goods or services competitive
with those supplied by any member of the Group during the period of
12 months prior to Completion, such person having been a customer of
the Company in respect of such goods or services during such period;                                                                                                                                    
|
| | (c) |  | for a period of 3 years from Completion induce, solicit or
endeavour to entice to leave the service or employment of any member
of the Group, any person who during the period of 12 months prior to
Completion was an employee of any member of the Group occupying a
senior or managerial position and likely (in the opinion of the
Buyer) to be:                                                                                                                            



| | (i)  |  | in possession of confidential information
relating to; or     
| | ---- |  | --------------------------------------------------------------
|
| | (ii) |  | able to influence the customer relationships or
connections of
|
| |      |  | any member of the Group; or                                   

-25-



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##### 





| | (d) |  | use any trade or domain name (including the expression
Gainsor any colourable imitation thereof) or e-mail address used
by any member of the Group at any time during the 3 years
immediately preceding the date of this agreement or any other
name intended or likely to be confused with any such trade or
domain name or e-mail address.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8.2 |  | The Seller agrees that the undertakings contained in this clause 8 are
reasonable and are entered into for the purpose of protecting the goodwill
of the business of each member of the Group and that accordingly the
benefit of the undertakings may be assigned by the Buyer and its
successors in title without the consent of the Seller.                                                                                                                                                                      
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8.3 |  | Each undertaking contained in this clause 8 is and shall be construed as
separate and severable and if one or more of the undertakings is held to
be against the public interest or unlawful or in any way an unreasonable
restraint of trade or unenforceable in whole or in part for any reason the
remaining undertakings or parts thereof, as appropriate, shall continue to
bind the Seller.                                                                                                                   
|   
|8.4 |  | If any undertaking contained in this clause 8 shall be held to be void
but would be valid if deleted in part or reduced in application, such
undertaking shall apply with such deletion or modification as may be
necessary to make it valid and enforceable. Without prejudice to the
generality of the foregoing, such period (as the same may previously have
been reduced by virtue of this clause 8.4) shall take effect as if reduced
by six months until the resulting period shall be valid and enforceable.
|   
|8.5 |  | If the Buyer gives the Seller notice pursuant to clause 9.3 of the
Tullett Supplier Agreement of its intention to cease to procure the
provision of services, pursuant to such agreement, by reason of
substantial cessation of the business as carried on by the Group, then the
undertakings contained in this clause 8 shall cease to have any effect
from the date of such notice.                                                                                                                              
|   
|9.  |  | CONFIDENTIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|9.1 |  | The Seller shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | (a) |  | not, and shall procure that no other member of the Sellers
Group or any director, officer or employee or adviser or agent of
the Sellers Group shall, use or disclose to any person Confidential
Information; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | use all reasonable endeavours to prevent the use or
disclosure of Confidential Information by any person other than by
members of the Buyers Group.                                                               



|9.2 |  | Clause 9.1 does not apply to:
|--- |  | -----------------------------



| | (a) |  | disclosure of Confidential Information to or at the written
request of the Buyer;                                                                                          
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | use or disclosure of Confidential Information required to be
disclosed by law, regulation, any revenue authority or the London
Stock Exchange, or the UK Listing Authority;

-26-



---



##### 





| | (c) |  | disclosure of Confidential Information to professional
advisers for the purpose of advising the Seller; or    
| | --- |  | --------------------------------------------------------------------------------------------------------------
|
| | (d) |  | Confidential Information which is in the public domain other
than due to a breach by the Seller of clause 9.1.



|10.  |  | REVERSIONERS CONSENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | The following provisions shall apply in relation to the London Property
in respect of which the Reversioners Consent is required:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|10.1 |  | Tullett shall forthwith and at Gains UKs cost apply for and use
reasonable endeavours to obtain the Reversioners Consent as soon as
possible which if deemed appropriate by Tullett or if required by Gains UK
shall include commencing and pursuing the issue of a declaration from the
court that the Reversioners Consent is being unreasonably withheld (the
Declaration) and shall give Gains UK and the Buyer notice forthwith on
obtaining the Reversioners Consent.                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|10.2 |  | Gains UK shall use all reasonable endeavours to assist Tullett in
obtaining the Reversioners Consent and in particular shall promptly
provide all such information as Tullett may require in relation to the
obtaining of the Reversioners Consent and such other information as the
landlord may be entitled to request under the terms of the Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|10.3 |  | Pursuant to the terms of the Lease Gains UK will enter into a direct
covenant with the Reversioner to observe and perform the terms of the
Lease throughout the remainder of the term and any statutory extension of
it and/or provide such additional security for the performance of the
lessees covenants (whether by way of guarantee, rent deposit, bank
guarantee or otherwise) as the Reversioner may reasonably require.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|10.4 |  | Gains UK shall on and from the Completion Date be permitted to enter into
occupation of the London Property as tenant at will.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|10.5 |  | Gains UK shall from the Completion Date until completion of the
Underlease or determination of this agreement in so far as it relates to
the London Property and all other payments paid or payable by Tullett
under the Lease (whether by rescission or otherwise) or until it vacates
the London Property pursuant to any provision in this clause 10 be
responsible for the payment of all outgoings on the London Property (save
that any rent, service charge, insurance premium or other sums payable to
the Reversioner shall be paid by Gains UK to Tullett and Tullett shall
promptly pay such sums to the Reversioner) and observe and perform the
covenants agreements conditions and stipulations on the part of the lessee
to be performed and observed under the Lease and shall indemnify Tullett
against any losses arising out of any breach of these obligations.
|    
|10.6 |  | The following further provisions shall apply in relation to any period of
occupation of the London Property by Gains UK prior to completion of the
Underlease:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| | (a) |  | Tullett so far as it is lawfully able to do so shall permit
Gains UK to remain in occupation of the London Property which
occupation shall continue as a tenancy at will;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-27-



---



##### 





| | (b) |  | Gains UK shall not carry out any activity for which the
consent of any third party may be required without such consent
being obtained or carry out any such activity
which would constitute a breach or non-observance of the covenants
and conditions in the Lease; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | The occupation shall be personal to Gains UK.                                                                                                                                                                                                                            



|10.7 |  | If the Reversioners Consent shall be refused or shall not have been
obtained by the date falling nine months after the Completion Date, save
that if application for a Declaration has been made then the date falling
nine months after the Completion Date shall be postponed to two weeks
after the date of the Declaration whichever is the later, either party may
provided that it has fully complied with its obligations under clauses
10.1 and 10.2 above at any time after such refusal or the expiry of such
period as the case may be (and provided the Reversioners Consent shall
still not have been granted) by notice in writing to the other party this
clause 10 shall cease to have effect (and Gains UK shall forthwith vacate
the London Property) but without prejudice to any rights or remedies which
may by then have accrued to Tullett against Gains UK.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|10.8 |  | If any landlord lawfully requests Tullett to terminate Gains UKs
occupation or serves upon Tullett or Gains UK a writ or summons for
possession of the London Property on the ground of breach of covenant
against parting with possession or occupation thereof without such
landlords consent Tullett and Gains UK shall (unless either Tullett or
Gains UK obtains advice from a leading Counsel specialising in landlord
and tenant law that any defence to the claim of the relevant landlord
would be unlikely to succeed) at all times at Gains UKs expense defend
such proceedings on the ground that such consent has been unreasonably
withheld and such other grounds (if any) as may be reasonable in the
circumstances.                                                                                                                                              
|    
|10.9 |  | If pursuant to clauses 10.7 to 10.8 inclusive, Gains UK is required to
vacate the London Property, Tullett shall indemnify Gains UK in respect of
any Relocation Costs up to a maximum of £200,000 incurred by Gains UK upon
receiving proof that Gains UK has incurred each such Relocation Cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|11.  |  | ANNOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|11.1 |  | No party shall disclose the making of this agreement nor any other
agreement referred to in this agreement (except those mailers set out in
the press release in the agreed terms and the customer, client or supplier
letters in the agreed terms and subject to clause 11) and each party shall
procure that each of its Related Persons and its professional advisers
shall not make any such disclosure without the prior consent of the other
party unless disclosure is:                                                                                                                                                                                                                                                                                                                                                                                                       



| | (a) |  | to its professional advisers; or                                                                                                                                                                                                                                                     
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | required by law or the rules or standards of the London Stock
Exchange or the Listing Rules of the UK Listing Authority or the US
Securities and Exchange Commission or the rules and requirements of
any other regulatory body and disclosure shall then only be made by
that party:



| | (i) |  | after it has taken all such steps as may be
reasonable in the circumstances to agree the contents of such
announcement with the other party before making
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

-28-



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##### 





| |      |  | such
announcement and provided that any such announcement shall be
made only after notice to the other party/parties; and                                                                                                                                                     
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | to the person or persons and in the manner
required by law or the London Stock Exchange, the Panel on
Takeovers and Mergers or the UK Listing Authority or the US
Securities and Exchange Commission or such other regulatory
body or as otherwise agreed between the parties.



|11.2 |  | The restrictions contained in clause 11.1 shall apply without limit of
time and whether or not this agreement is terminated.                                                                                                                                                                                                                                                                                                                                                                                                          
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|12.  |  | ASSIGNMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|12.1 |  | This agreement is personal to the parties and accordingly subject to
clause 12.2 no party without the prior written consent of the other shall
assign, transfer or declare a trust of the benefit of all or any of any
other partys obligations nor any benefit arising under this agreement or
the Tax Deeds.                                                                                                                                                                                                                       
|    
|12.2 |  | The Buyer may (without the consent of the Seller) assign to any member of
the Buyers Group or to any party exercising the Call Option Deed, the
benefit of all or any of the Buyers obligations or any benefit it enjoys
under this agreement or the Tax Deeds and the Buyer shall be fully
released from any obligations so assigned, it being understood that the
Seller shall have no greater liability to any assignee under this
agreement or the Tax Deeds than it would have had to the original party to
this agreement; and
|    
|     |  | The Seller, as from the Completion Date, hereby assigns all of its rights
and obligations or any benefit it enjoys under the Call Option Deed to
GAC, and GAC hereby agrees to accept such assignment as from the
Completion Date.                                                                                                                                                                                                                                                                                                    
|    
|12.3 |  | The sale or transfer of all or part of the business of any member of the
Group to any member of the Buyers Group shall not affect the liability of
the Seller under any provision of this agreement whatsoever.                                                                                                                                                                                                                                                                                                                      
|    
|12.4 |  | The Buyer may disclose to a proposed assignee information in its
possession relating to the provisions of this agreement, the negotiations
relating to this agreement, the subject matter of this agreement and the
other party which it is necessary to disclose for the purposes of the
proposed assignment, notwithstanding the provisions of clause 12 provided
that such disclosure shall be made only after notice has been given to the
other party of the identity of the proposed assignee.                                  
|    
|13.  |  | COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     |  | Unless expressly otherwise provided in this agreement each of the parties
shall bear its own legal, accountancy and other costs, charges and
expenses connected with the sale and purchase of the Shares.                                                                                                                                                                                                                                                                                                                             
|    
|14.  |  | EFFECT OF COMPLETION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

-29-



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##### 





|14.1 |  | The terms of this agreement (insofar as not performed at Completion and
subject as specifically otherwise provided in this agreement) shall
continue in force after and notwithstanding Completion.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14.2 |  | The remedies of the Buyer in respect of any breach of any of the
Warranties shall continue to subsist notwithstanding Completion.                                                                                                                                                                        
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|15.  |  | FURTHER ASSURANCES                                                                                                                                                                                                                                                                                       
|    
|15.1 |  | Following Completion the Seller shall from time to time forthwith upon
request from the Buyer at the Sellers expense do or procure the doing of
all acts and/or execute or procure the execution of all such documents in
a form reasonably satisfactory to the Buyer for the purpose of vesting in
the:



| | (a) |  | Buyer the full legal and beneficial title to the:
| | --- |  | -------------------------------------------------



| | (i)  |  | Shares and otherwise giving the Buyer the full
benefit of this agreement; and                                                                         
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | Intellectual Property used by the Company except
where such Intellectual Property is the subject of licences to
the Company as at the date hereof; and



| | (b) |  | Company title to the London Property in accordance with
paragraph 18.3 of schedule 3 or insofar as any consent or licence
may be required by reason of the transactions set out in this
agreement or otherwise to enable any of the Properties to continue
to be vested with title as aforesaid in the Company when under the
ownership or control of the Buyer or other person being entitled for
the time being to the benefit of the Warranties.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|16. |  | ENTIRE AGREEMENT                                               
|--- |  | ---------------------------------------------------------------
|   
|    |  | Each party acknowledges and agrees with the other parties that:



| | (a) |  | this agreement together with any other documents referred to
in this agreement, including the Preferred Supplier Agreements, the
Totan Services Agreement, the Transitional Services Agreement, the
Trade Mark Assignment and the Tax Deeds, (together the Transaction
Documents) constitutes the entire and only agreement between the
parties relating to the subject matter of the Transaction Documents;                                                                                           
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | it has not been induced to enter into any Transaction
Document in reliance upon, nor has any such party been given, any
warranty, representation, statement, assurance, covenant, agreement,
undertaking, indemnity or commitment of any nature whatsoever other
than as are expressly set out in the Transaction Documents and, to
the extent that it has been, it unconditionally and irrevocably
waives any claims, rights or remedies which any of them might
otherwise have had in relation thereto;



| |  | PROVIDED THAT the provisions of this clause 16 shall not exclude any
liability which any of the parties would otherwise have to any other
party or any right which any of them may have in respect of any
statements made fraudulently by any of them prior to the execution of
this agreement or any rights which any of them may have in respect of
fraudulent concealment by any of them.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-30-



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##### 





|17.  |  | VARIATIONS                                                                                                                                                                                                                                                                                                                            
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | This agreement may be varied only by a document signed by the Seller and
the Buyer.                                                                                                                                                                                                                                                   
|    
|18.  |  | WAIVER                                                                                                                                                                                                                                                                                                                                
|    
|18.1 |  | A waiver of any term, provision or condition of, or consent granted
under, this agreement shall be effective only if given in writing and
signed by the waiving or consenting party or parties and then only in the
instance and for the purpose for which it is given.                                                               
|    
|18.2 |  | No failure or delay on the part of any party in exercising any right,
power or privilege under this agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
|    
|18.3 |  | No breach of any provision of this agreement shall be waived or
discharged except with the express written consent of the Seller and the
Buyer.                                                                                                                                                                                       
|    
|18.4 |  | The rights and remedies herein provided are cumulative with and not
exclusive of any rights or remedies provided by law.                                                                                                                                                                                                              
|    
|19.  |  | INVALIDITY                                                                                                                                                                                                                                                                                                                            
|    
|19.1 |  | If any provision of this agreement is or becomes invalid, illegal or
unenforceable in any respect under the law of any jurisdiction:                                                                                                                                                                                                  



| | (a) |  | the validity, legality and enforceability under the law of
that jurisdiction of any other provision; and         
| | --- |  | -----------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the validity. legality and enforceability under the law of
any other jurisdiction of that or any other provision,



|     |  | shall not be affected or impaired in any way.                                                                                                                                                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|20.  |  | NOTICES                                                                                                                                                                                                                                                                                            
|    
|20.1 |  | Any notice, demand or other communication given or made under or in
connection with the matters contemplated by this agreement shall be in
writing and shall be delivered personally or sent by fax or prepaid first
class post (air mail if posted to or from a place outside the United
Kingdom):
|    
|     |  | in the case of the Buyer to:
c/o GS Capital Partners 2000 L.P.
85 Broad Street
New York
NY 10004
Fax:  001 212 357 5505
Attention: Joseph Gleberman                                                                                                                                                

-31-



---



##### 





| |  | in the case of the Seller to:
Tullett plc
Cable House
54-62 New Broad Street
London
EC2M 1JJ
Fax:  020 7528 8172
Attention: Company Secretary
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | and shall be deemed to have been duly given or made as follows:                                                                              



| | (a) |  | if personally delivered, upon delivery at the address of the
relevant party;
| | --- |  | ----------------------------------------------------------------------------
|
| | (b) |  | if sent by first class post, two Business Days after the date
of posting:   
|
| | (c) |  | if sent by air mail, four Business Days after the date of
posting; and      
|
| | (d) |  | if sent by fax, when despatched;                                            



|     |  | provided that if, in accordance with the above provisions, any such
notice, demand or other communication would otherwise be deemed to be
given or made after 5.00 p.m. on a Business Day such notice, demand or
other communication shall be deemed to be given or made at 9.00 a.m. on
the next Business Day.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|20.2 |  | A party may notify the other party to this agreement of a change to its
name, relevant addressee, address or fax number for the purposes of clause
20.1 provided that such notification shall only be effective on:                                                                                            



| | (a) |  | the date specified in the notification as the date on which
the change is to take place; or                                                                                                               
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | if no date is specified or the date specified is less than
five Business Days after the date on which notice is given, the date
falling five Business Days after notice of any such change has been
given.



|21.  |  | COUNTERPARTS                                                                                                                                                                                                                                                                         
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | This agreement may be executed in any number of counterparts which
together shall constitute one agreement. Any party may enter into this
agreement by executing a counterpart and this agreement shall not take
effect until it has been executed by all parties.                   
|    
|22.  |  | GOVERNING LAW AND JURISDICTION                                                                                                                                                                                                                                                       
|    
|22.1 |  | This agreement (and any dispute, controversy, proceedings or claim of
whatever nature arising out of or in any way relating to this agreement or
its formation) shall be governed by and construed in accordance with
English law.                                                   
|    
|22.2 |  | Each of the parties to this agreement irrevocably agrees that the courts
of England shall have exclusive jurisdiction to hear and decide any suit,
action or proceedings, and/or to settle any disputes, which may arise out
of or in connection with this agreement or its formation

-32-



---



##### 





|     |  | (respectively, Proceedingsand Disputes) and, for these purposes,
each party irrevocably submits to the jurisdiction of the courts of
England.                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|22.3 |  | Each party irrevocably waives any objection which it might at any time
have to the courts of England being nominated as the forum to hear and
decide any Proceedings and to settle any Disputes and agrees not to claim
that the courts of England are not a convenient or appropriate forum for
any such Proceedings or Disputes and further irrevocably agrees that a
judgment in any Proceedings or Disputes brought in any court referred to
in this clause 22 shall be conclusive and binding upon the parties and may
be enforced in the courts of any other jurisdiction.
|    
|22.4 |  | Without prejudice to any other permitted mode of service the parties
agree that service of any claim form, notice or other document
(Documents") for the purpose of any Proceedings begun in England shall be
duly served upon it if delivered personally or sent by registered post, in
the case of:                                                                                                                                                                                                                                                                          



| | (a) |  | the Seller to Tullett plc, Cable House, 54-62 New Broad
Street, London EC2M 1JJ (marked for the attention of the company
secretary); and      
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Buyer to Goldman Sachs International, Peterborough Court,
133 Fleet Street, London EC4A 2BB (marked for the attention of
Ulrika Werdelin),



|     |  | or such other person and address in England and/or Wales as the Seller
shall notify the Buyer in writing or vice versa from time to time.                                                                                                                                                                                        
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|23.  |  | THIRD PARTY RIGHTS                                                                                                                                                                                                                                                                                                               
|    
|23.1 |  | Any person (other than the parties to this agreement) who is given any
rights or benefits under clauses 7.2, 7.6 and 16 (a Third Party) shall
be entitled to enforce those rights or benefits against the parties in
accordance with the Contracts (Rights of Third Parties) Act 1999.                                         
|    
|23.2 |  | Save as provided in clause 23.1 above the operation of the Contracts
(Rights of Third Parties) Act 1999 is hereby excluded.                                                                                                                                                                                                      
|    
|23.3 |  | The parties may, amend, vary or terminate this agreement in such a way as
may affect any rights or benefits of any Third Party which are directly
enforceable against the parties under the Contracts (Rights of Third
Parties) Act 1999 without the consent of such Third Party.                                                
|    
|23.4 |  | Any Third Party entitled pursuant to the Contracts (Rights of Third
Parties) Act 1999 to enforce any rights or benefits conferred on it by
this agreement may not veto any amendment, variation or termination of
this agreement which is proposed by the parties and which may affect the
rights or benefits of the Third Party.
|    
|24.  |  | PENSIONS                                                                                                                                                                                                                                                                                                                         
|    
|     |  | The provisions of schedule 7 shall apply in relation to the Groups
pension scheme(s).                                                                                                                                                                                                                                           

IN WITNESSwhereof this agreement has been executed on the date first above
written.

-33-



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##### 



SCHEDULE 1
Particulars relating to the Companies
Part 1
Gain International (Europe) Limited

|                           |  |                                                                                        
|-------------------------- |  | ---------------------------------------------------------------------------------------
|Country of Incorporation:  |  | England & Wales                                                                        
|                           |  |                                                                                        
|Date of Incorporation:     |  | 12 September 1990                                                                      
|                           |  |                                                                                        
|Registered number:         |  | 2539234                                                                                
|                           |  |                                                                                        
|Authorised share capital:  |  | £2,000,100 (divided into 2,000,100 shares of £1
each)                                  
|                           |  |                                                                                        
|Issued share capital:      |  | £1,215,002 (divided into 1,215,002 shares of £1
each)                                  
|                           |  |                                                                                        
|Directors:                 |  | Bruce Paul Collins
Geoffrey Ian Aitken Chapman
Stephen Roger Corker
Stephen Andrew Jack
|Secretary:                 |  | Christopher Aubrey Nolan Burt                                                          
|                           |  |                                                                                        
|Auditors:                  |  | Ernst & Young LLP                                                                      
|                           |  |                                                                                        
|Accounting reference date: |  | 31 December                                                                            
|                           |  |                                                                                        
|Registered Office:         |  | Cable House
54-62 New Broad Street
London
EC2M 1JJ                                     

-34-



---



##### 



Part 2
Gains International (U.S.) Inc.

|                           |  |                                                                                  
|-------------------------- |  | ---------------------------------------------------------------------------------
|Country of Incorporation:  |  | U.S.
(New York)                                                                  
|                           |  |                                                                                  
|Date of incorporation:     |  | 22 August 2001                                                                   
|                           |  |                                                                                  
|Authorised share capital:  |  | $10 (divided into 1000 shares of Common Stock
of one cent ($0.01) par value each)
|                           |  |                                                                                  
|Issued share capital:      |  | $2 divided into 200 shares of $0.01 each                                         
|                           |  |                                                                                  
|Directors:                 |  | G.H. Wasilewski
G.I. Chapman
W.C. Holub                                          
|Secretary:                 |  | L. Mattielli                                                                     
|                           |  |                                                                                  
|Auditors:                  |  | Ernst & Young LLP                                                                
|                           |  |                                                                                  
|Accounting reference date: |  | 31 December                                                                      
|                           |  |                                                                                  
|Registered Office:         |  | 1 State Street Plaza
New York
NY 1004
USA                                        

-35-



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##### 



Part 3
Gains International Asia Holdings Limited

|                           |  |                                                               
|-------------------------- |  | --------------------------------------------------------------
|Country of Incorporation:  |  | Hong Kong                                                     
|                           |  |                                                               
|Date of Incorporation:     |  | 18 May 2001                                                   
|                           |  |                                                               
|Registered number:         |  | (No. 756987)                                                  
|                           |  |                                                               
|Authorised share capital:  |  | HK$10,000 (divided into 10,000 shares of
HK$1.00 each)        
|                           |  |                                                               
|Issued share capital:      |  | HK$2 (divided into 2 shares of HK$1.00 each)                  
|                           |  |                                                               
|Directors:                 |  | P.E. Lines
K.S.B Luk
Y.P. Ng
G.I.A. Chapman                   
|Secretary:                 |  | Kenny Wong                                                    
|                           |  |                                                               
|Auditors:                  |  | Ernst & Young                                                 
|                           |  |                                                               
|Accounting reference date: |  | 31 December                                                   
|                           |  |                                                               
|Registered Office:         |  | Suite 1001 10/F Citic Tower
1 Tim Mei Avenue
Central
Hong Kong

-36-



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##### 



SCHEDULE 2
Particulars relating to the Subsidiaries

Gains International (Hong Kong) Limited

|                           |  |                                                                     
|-------------------------- |  | --------------------------------------------------------------------
|Country of Incorporation:  |  | Hong Kong                                                           
|                           |  |                                                                     
|Date of Incorporation:     |  | 6 July 2001                                                         
|                           |  |                                                                     
|Registered number:         |  | 762320                                                              
|                           |  |                                                                     
|Authorised share capital:  |  | HK$10,000 (divided into 10,000 shares of
HK$1.00 each)              
|                           |  |                                                                     
|Issued share capital:      |  | HK$2 (divided into 2 shares of HK$1.00 each)                        
|                           |  |                                                                     
|Directors:                 |  | Y.P. Ng
P.E. Lines
K.S.B. Luk                                       
|Secretary:                 |  | Kenny Wong                                                          
|                           |  |                                                                     
|Auditors:                  |  | Ernst & Young                                                       
|                           |  |                                                                     
|Accounting reference date: |  | 31 December                                                         
|                           |  |                                                                     
|Registered Office:         |  | Suite 1001
10th Floor
Citic Tower
1 Tim Mei Avenue
Central
Hong Kong

-37-



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##### 



Gains International Infocom (Singapore) Pte Ltd

|                           |  |                                                              
|-------------------------- |  | -------------------------------------------------------------
|Country of Incorporation:  |  | Republic of Singapore                                        
|                           |  |                                                              
|Date of Incorporation:     |  | 7 July 2001                                                  
|                           |  |                                                              
|Registered number:         |  | 200104496E                                                   
|                           |  |                                                              
|Authorised share capital:  |  | $200,000 (divided into 200,000 ordinary shares
of $1.00 each)
|                           |  |                                                              
|Issued share capital:      |  | $150,000 (divided into 150,000 ordinary shares
of $1.00 each)
|                           |  |                                                              
|Directors:                 |  | P.E. Lines
G.I.A. Chapman
Y.P. Ng                            
|Secretary:                 |  | S. Lim Guat Hua                                              
|                           |  |                                                              
|Auditors:                  |  | Ernst & Young                                                
|                           |  |                                                              
|Accounting reference date: |  | 31 December                                                  
|                           |  |                                                              
|Registered Office:         |  | 11 Collyer Quay (No 10-04)
The Arcade
Singapore
049317       

-38-



---



##### 



Gains International (Australia) Pty Ltd

|                           |  |                                                 
|-------------------------- |  | ------------------------------------------------
|Country of Incorporation:  |  | Australia                                       
|                           |  |                                                 
|Date of Incorporation:     |  | 17 July 2001                                    
|                           |  |                                                 
|Registered number:         |  | 097523218                                       
|                           |  |                                                 
|Authorised share capital:  |  | A $2                                            
|                           |  |                                                 
|Issued share capital:      |  | A $2                                            
|                           |  |                                                 
|Directors:                 |  | P.E. Lines
C. Bennett                           
|Secretary:                 |  | T. Mitas                                        
|                           |  |                                                 
|Auditors:                  |  | Ernst & Young                                   
|                           |  |                                                 
|Accounting reference date: |  | 31 December                                     
|                           |  |                                                 
|Registered Office:         |  | L19,60 Margaret Street
Sydney
NSW Australia 2000

-39-



---



##### 



SCHEDULE 3
The Warranties

For the purpose of this schedule 3 Company means all of Gains UK, Gains US and
Gains HK and includes the Subsidiaries, all of them and each of them as the
context admits.

Any Warranty expressed to be given to the best of the Sellers knowledge and
belief or so far as the Seller is aware or otherwise qualified by reference
to the knowledge of the Seller shall not be qualified in the manner stated
unless the Seller establishes that it has made all reasonable enquiries of the
Relevant Persons to establish the truth and accuracy of that Warranty.

In this schedule 3 the following words have the following meanings, unless the
context otherwise requires:

Activitiesmeans any activity, operation or process carried out by the
Company at any property whether or not currently owned, occupied or used by the
Company;

Claim for Taxmeans any of the following:



|(a) |  | any liability to make a payment of Tax and any claim, assessment, demand,
notice or other document issued or action taken by or on behalf of any
person, authority or body whatsoever and of whatever country, including
any Tax Authority, which claims payment of Tax;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | any non-availability or loss of or reduction of any relief (including in
particular a right to repayment);                                                                                                                                                              

distributionmeans a distribution as defined by sections 209 to 211
(inclusive) of the TA and section 418 of the TA;

Environmentmeans any and all living organisms (including man), ecosystems,
property and the media of air (including air in buildings, natural or man-made
structures, below or above ground) water, (as defined in section 104(1) of the
Water Resources Act 1991 and within drains and sewers) and land (including
under any water as described above and whether above or below surface);

Environmental Lawsmeans all international, EU, national, federal, state or
local statutes, (which for the avoidance of doubt shall include section 57 and
Schedule 22 of the Environment Act 1995 and the guidance and regulations
adopted under those provisions,) bylaws, orders, regulations or other law or
subordinate legislation or common law, all orders, ordinances, decrees or
regulatory codes of practice, circulars, guidance notes and equivalent controls
concerning the protection of human health or which have as a purpose or effect
the protection or prevention of harm to the Environment or health and safety
which are binding in relation to any of the Properties and/or upon the Company
in the relevant jurisdiction in which the Company has been or is operating
(including by the export of its products, or its waste thereto) on or before
Completion;

ERAmeans the Employment Rights Act 1996;

IHTAmeans the Inheritance Tax Act 1984;

L&T Covenants Actmeans the Landlord and Tenant (Covenants) Act 1995;

-40-



---



##### 



Leasemeans the lease specified in schedule 6;

Relevant Personsshall mean the following persons: Geoff Chapman, Phillip
Lines, Damian Hart, Greg Wasilewski, Mario Macrina, Lou Mattielli, Jayne
Woolley, Sang Lam, Dave Cooper, Stephen Jack, Simon Clark, Stephen Corker,
Larry Ing, Kenny Wong, Tina Mitas, Matthew Richardson, Sarah Flannigan and
Jonathan Mattiske;

Substantial Customermeans a customer accounting for more than five per cent.
of the Groups sales in the financial year ended on the Accounts Date;

Substantial Suppliermeans a supplier accounting for more than five per cent.
of the Groups purchases in the financial year ended on the Accounts Date;

Systemsmeans all plant, equipment, systems, devices and components which
contain or are controlled or monitored by computer systems, microprocessors or
software;

Taxor taxmeans any tax, and any duty, contribution, impost, withholding,
levy or charge in the nature of tax, whether domestic or foreign, and any fine,
penalty, surcharge or interest connected therewith and includes corporation
tax, advance corporation tax, income tax (including income tax required to be
deducted or withheld from or accounted for in respect of any payment), national
insurance and social security contributions, capital gains tax, inheritance
tax, value added tax, sales tax, customs excise and import duties, stamp duty,
stamp duty reserve tax, insurance premium tax, air passenger duty, land fill
tax, petroleum revenue tax, advance petroleum revenue tax, gas levy and any
other payment whatsoever which any person is or may be or become bound to make
to any person and which is or purports to be in the nature of taxation;

Taxation Authoritymeans any local, municipal, governmental, state, federal
or fiscal, revenue, customs or excise authority, body, agency or official
anywhere in the world having power or authority in relation to Tax including
the Inland Revenue and HM Customs and Excise;

Tax Returnmeans any return required to be made to any Taxation Authority of
Tax, income profits or gains or of any other accounts or information relevant
for the purposes of Taxation including any related accounts, computations and
attachments;

Taxation Statutesmeans all statutes, statutory instruments, orders
enactments, laws, by-laws, directives and regulations, whether domestic or
foreign decrees, providing for or imposing any Tax;

TCGAmeans the Taxation of Chargeable Gains Act 1992;

TMAmeans the Taxes Management Act 1970;

Transfer Regulationsmeans the Transfer of Undertakings (Protection of
Employment) Regulations 1981;

TULR(C)Ameans the Trade Union and Labour Relations (Consolidation) Act 1992;

VATAmeans the Value Added Tax Act 1994 and VAT legislationmeans VATA and
all regulations and orders made thereunder; and

Workersmeans the employees, directors and officers of the Company.

-41-



---



##### 





|1.  |  | SELLERS CAPACITY                                                                                                                                                                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 |  | Authorisations                                                                                                                                                                                                                                                                                                               
|   
|    |  | The Seller has obtained all corporate authorisations and all other
applicable governmental, statutory, regulatory or other consents,
licences, waivers or exemptions required to empower it to enter into and
to perform its obligations under this agreement and each document to be
executed by it at or before Completion.
|   
|1.2 |  | Proper Execution                                                                                                                                                                                                                                                                                                             
|   
|    |  | The Sellers obligations under this agreement and each document to be
executed at or before Completion are or when the relevant document is
executed, will be enforceable in accordance with their terms.                                                                                                                    
|   
|2.  |  | THE COMPANY, THE SHARES AND THE SUBSIDIARIES                                                                                                                                                                                                                                                                                 
|   
|2.1 |  | Incorporation and Existence                                                                                                                                                                                                                                                                                                  



| | (a) |  | Gains International (Europe) Limited is a limited company
incorporated under the laws of England;                                                    
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Seller is a limited company incorporated under the laws
of the Netherlands;                                                                      
|
| | (c) |  | Gains International (US) Inc. is a corporation incorporated
under the laws of the state of New York;                                                 
|
| | (d) |  | Gains International Asia Holdings Limited and Gains
International (Hong Kong) Limited are limited companies incorporated
under the laws of Hong Kong;
|
| | (e) |  | Gains International (Australasia) Pty Limited is a limited
company incorporated under the laws of Australia; and                                     
|
| | (f) |  | Gains International Infocom (Singapore) Pte Limited is a
limited company incorporated under the laws of the state of
Singapore,                      



|    |  | and each of them has been in continuous existence since incorporation.
|--- |  | ----------------------------------------------------------------------
|   
|2.2 |  | The Shares                                                            



| | (a) |  | The Seller is the only legal and beneficial owner of the
Shares.                                                                                                                                                                                        
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Company has not allotted any shares other than the Shares
and the Shares are fully paid or credited as fully paid.                                                                                                                                  
|
| | (c) |  | There is no Encumbrance in relation to any of the Shares or
unissued shares in the capital of the Company. No person has claimed
to be entitled to an Encumbrance in relation to any of the Shares
and no Group Company is under any obligation (whether

-42-



---



##### 





| |     |  | actual or contingent) to sell, charge or otherwise dispose of any
of the Shares or any interest therein to any person.                                                                                                                                                                                                                                                                                      
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | Other than this agreement, there is no agreement, arrangement
or obligation requiring the creation, allotment, issue, sale,
transfer, redemption or repayment of, or the grant to a person of
the right (conditional or not) to require the allotment, issue,
sale, transfer, redemption or repayment of, a share in the capital
of the Company (including an option or right of pre-emption or
conversion).



|2.3 |  | The Subsidiaries
|--- |  | ----------------



| | (a) |  | The Company does not have any subsidiary undertakings other
than the Subsidiaries. Each of the Subsidiaries is a wholly-owned
subsidiary of Gains HK (unless otherwise indicated in schedule 2)
and each of the shares of each such company has been properly
allotted and issued and is fully paid or credited as fully paid.                                                                                                            
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | There is no Encumbrance in relation to any of the shares or
unissued shares in the capital of any of the Subsidiaries. No person
has claimed to be entitled to an Encumbrance in relation to any of
the shares of any of the Subsidiaries and no Group Company is under
any obligation (whether actual or contingent) to sell, charge or
otherwise dispose of any shares in any of the Subsidiaries or any
interest therein to any person.
|
| | (c) |  | Other than this agreement, there is no agreement, arrangement
or obligation requiring the creation, allotment, issue, sale,
transfer, redemption or repayment of, or the grant to a person of
the right (conditional or not) to require the allotment, issue,
sale, transfer, redemption or repayment of, a share in the capital
of any of the Subsidiaries (including an option or right of
pre-emption or conversion).                  
|
| | (d) |  | The Company does not own any shares or stock in the capital
of nor does it have any beneficial or other interest in any company
or business organisation other than the Subsidiaries nor does the
Company control or take part in the management of any other company
or business organisation.                                                                                                                                           



|3.  |  | ACCOUNTS
|--- |  | --------
|   
|3.1 |  | General 



| | (a) |  | The Accounts have been prepared in accordance with Generally
Accepted Accounting Standards, Principles and Policies in the United
Kingdom consistently applied.                                                                                                                       
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Accounts have been prepared with due care and attention,
and to the knowledge of the Seller show a true and fair view of the
assets and liabilities of the Group at the Accounts Date and the
profits and losses of the Group for the financial year ended on the
Accounting Date.

-43-



---



##### 





|3.2 |  | Liabilities                                                                                                                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Accounts make full provision or reserve for or disclose all
liabilities (including all actual or contingent liabilities to Tax) of
the Company whether actual, contingent or otherwise.                                                         
|   
|3.3 |  | Off Balance Sheet Financing                                                                                                                                                                                                                         
|   
|    |  | No member of the Group is engaged in any financing (including the
incurring of any borrowing or any indebtedness in the nature of
acceptances or acceptance credits) of a type which would not be required
to be shown or reflected in the Accounts.
|   
|3.4 |  | Accounting and Other Records                                                                                                                                                                                                                        



| | (a) |  | The books of account and all other records of the Company
(including any which it may be obliged to produce under any contract
now in force) are up-to-date, in its possession and have been
prepared in accordance with the law and applicable standards,
principles and practices generally accepted in the United Kingdom.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware all material deeds and
documents (properly stamped where stamping is necessary for
enforcement thereof) belonging to the Company or which ought to be
in the possession of the Company are in the possession of the
Company.                                                                   



|3.5 |  | Accounting Reference Date                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------
|   
|    |  | The accounting reference date of the Company is, and during the last six
years has always been, 31 December.
|   
|4.  |  | CHANGES SINCE THE ACCOUNTS DATE                                                                             
|   
|4.1 |  | General                                                                                                     
|   
|    |  | Since the Accounts Date:                                                                                    



| | (a) |  | the Company has carried on its business in the ordinary and
usual course and so as to maintain the business as a going concern;             
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | there has been no material adverse change in the financial or
trading position or prospects of the Company; and                             
|
| | (c) |  | there has been no material reduction in the value of those
fixed assets specified in the Accounts, to the extent still owned by
the Company.



|4.2 |  | Specific                                                                                                                                                                                                   
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Since the Accounts Date the Company has not taken or suffered to occur
any action, event or occurrence that would be prohibited by or constitute
a breach of clause 4.1(b) or schedule 5 of this agreement.

-44-



---



##### 





|5.  |  | ASSETS
|--- |  | ------
|   
|5.1 |  | Title 



| | (a) |  | Except for those assets that are leased or subject to hire
purchase agreements, there are no Encumbrances, nor has the Company
agreed to create any Encumbrances, over any part of its undertaking
or assets and each asset used by the Company (tangible or
intangible) is:
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i)  |  | legally and beneficially owned by the Company;
and            
| | ---- |  | --------------------------------------------------------------
|
| | (ii) |  | where capable of possession, in the possession of
the Company.



| | (b) |  | The Company owns each asset (tangible or intangible) used for
the operation of its business as currently conducted and without
limitation no rights (other than rights as shareholders in the
Company) relating to the business of the Company are owned or
otherwise enjoyed by or on behalf of any member of the Sellers
Group.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5.2 |  | Hire Purchase and Leased Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Copies of all material bills of sale or any hiring or leasing agreement,
hire purchase agreement, credit or conditional sale agreement, agreement
for payment on deferred terms or any other similar agreement to which the
Company is a party have been provided to the Buyer.                                                                                                                                                                                                           
|   
|5.3 |  | Debts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Except to the extent to which specific provision or reserve has been made
in the Accounts, all book debts owed to the Company and whether included
in the Accounts or arising since the Accounts Date will be duly paid in
full not later than the Completion Date and none of such debts has been
factored, sold or agreed to be sold by the Company.                                                                                                                                    
|   
|5.4 |  | Condition of Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | The machinery, equipment, furniture and other improvements, fixtures,
vehicles and other tangible property that are owned or used by the
Company or are material to such business, are accessible at all required
times, in good operating condition and repair (normal wear and tear
excepted), and, so far as the Seller is aware, free of any material
structural or engineering defects and are being regularly and properly
maintained and replaced in accordance with past practice.
|   
|6.  |  | INTELLECTUAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|6.1 |  | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | (a) |  | Save for Intellectual Property licensed to the Company, the
Company is the sole and absolute legal and beneficial owner of all
Intellectual Property used by the Company in connection with its
business.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-45-



---



##### 





| | (b) |  | Save for Intellectual Property licensed to the Company, the
Intellectual Property used by the Company in connection with its
business is free from Encumbrances and, in the case of confidential
information, any disclosure obligation and is subsisting.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.2 |  | Renewal Maintenance                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | All registration and renewal fees which are due have been paid in
relation to the Intellectual Property which is registered or applied for
in the name of the Company. All reasonable steps have been taken for the
prosecution (in the case of applications) and maintenance (in the case of
registrations) of such Intellectual Property and all reasonable steps
have been taken for the maintenance and protection of unregistered
Intellectual Property owned by the Company.
|   
|6.3 |  | Licences                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| | (a) |  | The terms of all licences or rights which have been granted
by the Company or which are being currently negotiated or other
agreement or consents or undertakings entered into by the Company or
the Seller or members of the Sellers Group relating to Intellectual
Property are set out in the Disclosure Letter and unless disclosed
neither the Company nor any member of the Sellers Group is obliged
to enter into any such agreement relating to the business of the
Company. There has been or is no material breach by the Company nor
is there any fact or matter which would create such a breach of such
licences or undertakings.  
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The terms of all licences or rights granted to the Company or
which are being currently negotiated or other agreement or consents
or undertakings entered into by the Company or the Seller or members
of the Sellers Group relating to the Intellectual Property used in
the business of the Company are set out in the Disclosure Letter and
unless disclosed neither the Company nor any member of the Sellers
Group is obliged to enter into any such agreement relating to the
business of the Company. There has been or is no breach nor is there
any fact or matter which would or may create a breach of such
licences or undertakings.



|6.4 |  | Infringement
|--- |  | ------------



| | (a) |  | The conduct by the Company of its business does not and is
not likely to infringe the Intellectual Property (other than
patents, registered trade marks and registered design rights) of any
other person.                                                                                                                                                                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware the conduct by the Company of
its business does not and is not likely to infringe the patents,
registered trade marks and registered design rights of any other
person.                                                                                                                                                                                               
|
| | (c) |  | No proceedings claims or complaints have been brought or
threatened in writing by any third party or competent authority
against the Company or any member of the Sellers Group in relation
to the Intellectual Property owned by or licensed to the Company
including any concerning title subsistence validity or
enforceability or grant of any right or interest in such
Intellectual Property.
|
| | (d) |  | So far as the Seller is aware no third party is infringing or
threatening to infringe or misuse the Intellectual Property owned by
or licensed to the Company.                                                                                                                                                                                                                                      

-46-



---



##### 





| | (e) |  | The Company is not subject to any injunction, undertaking or
court order or order of any other authority of competent
jurisdiction not to use or restricting the use of any Intellectual
Property.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.5 |  | Confidential Agreements                                                                                                                                                                                                                                                                                                                              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Save as disclosed, the Company has not (other than in the ordinary course
of its business) entered into any agreement and is not subject to any
duty which restricts the Companys free use or disclosure of any
information used by it in the conduct of its business and the Company is
not in material breach of such disclosed agreement or duty.
|   
|7.  |  | EFFECT OF SALE                                                                                                                                                                                                                                                                                                                                       
|   
|7.1 |  | Having made no enquiry of the Buyer, neither the execution nor
performance of this agreement or any document to be executed at or before
Completion will:                                                                                                                                                                                            



| | (a) |  | result in the Company losing the benefit of a Permit or an
asset, licence, grant, subsidy, right or privilege which it enjoys
at the date of this agreement in any jurisdiction; or                                                                                                                                                                                         
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | conflict with, or result in a breach of, or give rise to an
event of default or revocation under, or require the consent of a
person under, or enable a person to terminate, or relieve a person
from an obligation under a Permit, an agreement, arrangement or
obligation to which the Company is a party or a legal or
administrative requirement in any jurisdiction; or
|
| | (c) |  | as far as the Seller is aware, result in any Substantial
Customer being entitled (and if a Substantial Customer is so
entitled, so far as the Seller is aware, it will not exercise any
such entitlement) to cease dealing with the Company or substantially
to reduce its existing level of business or to change the terms upon
which it deals with the Company; or       
|
| | (d) |  | as far as the Seller is aware, result in any Substantial
Supplier being entitled (and if a Substantial Supplier is so
entitled, so far as the Seller is aware, it will not exercise any
such entitlement) to cease supplying the Company or substantially to
reduce its supplies to or to change the terms upon which it supplies
the Company; or                           
|
| | (e) |  | as far as the Seller is aware, make the Company liable to
offer for sale, transfer or otherwise dispose of or purchase or
otherwise acquire any assets, including shares held by it in other
bodies corporate under their articles of association or any
agreement or arrangement.                                                                                          



|8.  |  | CONSTITUTION                                                                                                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8.1 |  | Intra Vires                                                                                                                                      
|   
|    |  | The Company has the power to carry on its business as now conducted and
the business of the Company has at all times been carried on intra vires.

-47-



---



##### 





|8.2 |  | Memorandum and Articles                                                                                                                                                                                                                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The memorandum and articles of association of the Company in the form
provided to the Buyer are true and complete.                                                                                                                                                                                                                        
|   
|8.3 |  | Register of Members                                                                                                                                                                                                                                                                                                                       
|   
|    |  | The register of members of the Company has been properly kept and
contains true and complete records of the members from time to time of
the Company and so far as the Seller is aware the Company has not
received any notice or allegation that any of them is incorrect or
incomplete or should be rectified.                          
|   
|8.4 |  | Powers of Attorney                                                                                                                                                                                                                                                                                                                        
|   
|    |  | The Company has not executed any power of attorney or conferred on any
person other than its directors, officers and employees any authority to
enter into any transaction on behalf of or to bind the Company in any way
and which power of attorney remains in force or was granted or conferred
within one year of the Completion Date.
|   
|8.5 |  | Statutory Books and Filings                                                                                                                                                                                                                                                                                                               



| | (a) |  | The statutory books of the Company are up-to-date, in its
possession and are in accordance with applicable law.                                                                                                                                                                                                                        
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | All resolutions, annual returns and other documents required
to be delivered to the Registrar of Companies (or other relevant
company registry or other corporate authority in any jurisdiction)
have been properly prepared and filed and are true and complete and
if applicable the common seal of the Company is in its possession.



|9.  |  | INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.1 |  | Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | The Disclosure Letter contains a list of each current insurance and
indemnity policy in respect of which the Company has an interest
(together the Policies"). Each of the Policies is valid and so far as
the Seller is aware enforceable and is not void or voidable. The Seller
is not aware of any circumstances which might make any of the Policies
void or voidable or enable any insurer to refuse payment of all or part
of any claim under the Policies.
|   
|9.2 |  | Insurance of Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | Each insurable asset of the Company has at all material times been and is
at the date of this agreement insured against each risk normally insured
against by a prudent person operating the types of business operated by
the Company.                                                                                                                                                                                                                            
|   
|9.3 |  | Other Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | The Company has at all material times been and is at the date of this
agreement insured against accident, damage, injury, third party loss
(including product liability), loss of profits and any other risk
normally insured by a prudent person operating the types of business                                                                                                                                                                                  

-48-



---



##### 





|     |  | operated by the Company and so far as the Seller is aware has at all
times effected all insurances required by law.                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|9.4  |  | Claims                                                                                                                                                                                                                           
|    
|     |  | No claim is outstanding under any of the Policies and so far as the
Seller is aware no matter exists which might give rise to a claim under
any of the Policies.                                                                 
|    
|9.5  |  | Premiums                                                                                                                                                                                                                         
|    
|     |  | The Company has paid all premiums due in respect of all the Policies and
so far as the Seller is aware has not done or omitted to do anything
which might result in an increase in the premium payable under any of the
Policies.
|    
|10.  |  | CONTRACTUAL MATTERS                                                                                                                                                                                                              
|    
|10.1 |  | Validity of Agreements                                                                                                                                                                                                           



| | (a) |  | Neither the Company nor the Seller has any knowledge of the
invalidity of, or a ground for termination, avoidance or repudiation
of, an agreement, arrangement or obligation to which the Company is
a party. No party with whom the Company has entered into an
agreement, arrangement or obligation has given notice of its
intention to terminate, or has sought to repudiate or disclaim, the
agreement, arrangement or obligation.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | No party with whom the Company has entered into an agreement
or arrangement is in material breach of the agreement or
arrangement. As far as the Seller is aware, no matter exists which
might give rise to such breach.                                                                                                                                                                                                               
|
| | (c) |  | The Company is not in material breach of any agreement or
arrangement. As far as the Seller is aware no matter exists which
might give rise to such breach.                                                                                                                                                                                                                                                                            



|10.2 |  | Standard Terms and Conditions                                                                                                                                                                                                                                                                                                                                                        
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | A copy of the standard terms and conditions of business of the Company
have been provided to the Buyer and the Company has not entered into an
agreement or arrangement with a customer or supplier materially different
from these.                                                                                                                                                 
|    
|10.3 |  | Supply Contracts                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |  | Full details of all agreements or arrangements for the supply of
products, services or goods to or by the Company which involve or are
likely to involve the supply of goods or services the aggregate sale
value of which will represent in excess of five per cent. of the turnover
for the financial year of the Group ended on the Accounts Date have been
provided to the Buyer.
|    
|10.4 |  | Material Agreements                                                                                                                                                                                                                                                                                                                                                                  



| | (a) |  | The Company is not a party to and is not liable under any
contract, transaction, arrangement or liability which:
| | --- |  | ----------------------------------------------------------------------------------------------------------------

-49-



---



##### 





| | (i)   |  | is outside the ordinary and proper course of
business;                                                                                                                                                                                                                                 
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | is of a long-term nature (that is, unlikely to
have been fully performed, in accordance with its terms, more
than six months after the date on which it was entered into or
undertaken);                                                                                               
|
| | (iii) |  | is incapable of termination in accordance with
its terms, by the Company, on 60 days notice or less;                                                                                                                                                                                  
|
| | (iv)  |  | involves payment by the Company by reference to
fluctuations in the index of retail prices, or any other index
or in the rate of exchange for any currency;                                                                                                                            
|
| | (v)   |  | involves an aggregate outstanding expenditure or
other liability by the Company of more than £50,000; or                                                                                                                                                                               
|
| | (vi)  |  | involves a continuing contractor commitment for
the sale or furnishing of materials, supplies, merchandise or
services obligating any party to make payments exceeding
£50,000 (other than purchase orders and sales acknowledgements
entered into in the ordinary course of business).
|
| | (vii) |  | restricts its freedom to engage in any activity
or business or confines its activity or business to a
particular place.                                                                                                                                                                



| | (b) |  | The Company is not a party to and is not liable under:
| | --- |  | ------------------------------------------------------



| | (i)  |  | an agreement, arrangement or obligation by which
the Company is a member of a joint venture, consortium,
partnership or association (other than a bona fide trade
association); or
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | other than as contemplated by this agreement a
distributorship, agency, marketing, licensing or management
agreement or arrangement.                                              



|10.5 |  | Contracts with Connected Persons                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | There is, and during the three years ending on the date of this agreement
there has been, no agreement or arrangement (legally enforceable or not)
to which the Company is or was a party and in which any member of the
Sellers Group, a director or former director of any member of the
Sellers Group or a person connected with any of them is or was
interested in any way. The Company does not owe any obligation or sum to
nor does it and neither will it immediately after Completion have any
contractual or other arrangements of any sort with the Seller or any of
its connected persons.
|    
|10.6 |  | Conditions and Warranties in Respect of Goods or Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |  | Except for a condition or warranty implied by law or contained in its
standard terms of business or otherwise given in the usual course of
trading, so far as the Seller is aware the Company has not given a
condition or warranty, or made a representation, in respect of goods or
services supplied or agreed to be supplied by it, or accepted an
obligation that could give rise to a material liability after the goods
or services have been supplied by it.                                                                                                                                     

-50-



---



##### 





|10.7 |  | Business from Customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | Neither the Company nor the Seller has any knowledge of any material
customer of any Group Company which, whether such customer arrangement is
in writing or not, has advised it or the Seller prior to or as at the
date of this agreement that it is terminating or considering terminating
substantially all of its current business with such Group Company or is
planning to reduce its usual aggregate future spending with any Group
Company in any material manner. Since the Accounts Date, no customers
that individually or in the aggregate accounted for in excess of £50,000
in turnover in the Accounts have terminated their business with any Group
Company or substantially reduced their usual aggregate future purchases.
|    
|11.  |  | INFORMATION TECHNOLOGY AND DATA PROTECTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|11.1 |  | Adequacy of Systems                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     |  | The Systems used or planned to be used in connection with the business of
the Company are adequate for the needs of that business as carried on at
Completion, including without limitation as to the system capacity and
ability to process current peak volumes and anticipated volumes in a
timely manner.                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|11.2 |  | No Systems Failures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     |  | In the 12 months prior to the date hereof the Company has nut suffered
any failures or bugs in or breakdowns of any System used in connection
with the business of the Company which have caused any material
disruption or interruption in or to the business of the Company and the
Seller is not aware of any fact or matter which may so disrupt or
interrupt the use of such Systems following the acquisition by the Buyer
of the Shares pursuant to this agreement on the same basis as it is
presently used.                                                                                                                                                                                                                         
|    
|11.3 |  | The Company has, in accordance with accepted industry practice, taken
reasonable precautions to preserve the availability, security and
integrity of the System.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|11.4 |  | The Company has binding maintenance and support contracts for the System.
There is no reason of which the Seller is aware to believe that such
contracts will not be renewed when they expire on the same or
substantially similar terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|11.5 |  | Copyright in Technical Manuals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     |  | None of the software or technical manuals used by the Company has been
copied wholly or substantially from any material in which the Company
does not own copyright or over which the Company does not have a licence
to do so.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|11.6 |  | Ownership of Computer Systems                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |  | All Systems, excluding software, used in the business of the Company are
owned and operated by and are under the control of the Company and are
not wholly or partly dependent on any facilities which are not under the
ownership, operation or control of the Company. No action will be
necessary to enable such systems to continue to be used in the business
of the                                                                                                                                                                                                                                                                                                                                                                    

-51-



---



##### 





|      |  | Company to the same extent and in the same manner as they have been used
prior to the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|11.7  |  | Compliance of Systems with European Regulations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      |  | As far as the Seller is aware, the Systems used in connection with the
business of the Company are and will continue to be capable of receiving
and processing data (including, without limitation, calculating and
producing dual and multi-currency invoices, performing triangulation
calculations and processing day-counts for the purpose of interest rate
calculations) in accordance with the provisions of Council Regulation
1103/97 and any other regulation or relevant applicable legislation made
pursuant to the Treaty of Rome at the date of this agreement (together
the European Regulations) and any market conversion that is
attributable to the provisions of the European Regulations or their
subject matter.
|     
|11.8  |  | Software Licensing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      |  | The Company is validly licensed to use the software used in its business
and no action will be necessary to enable it to continue to use such
software to the same extent and in the same manner as they have been used
prior to the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      |  | The Disclosure Letter fully and accurately sets out all Systems and
software that are provided or made available to the Company by the
Sellers Group or under licence or sub-licence from any member of the
Sellers Group and the commercial terms therefor. From Completion save as
is expressly provided for under the Transitional Services Agreement the
Company may continue to use any such Systems and software in the manner
as they had been used prior to the date hereof without any further action
being necessary and without payments becoming due therefor.                                                                                                                                                            
|     
|11.9  |  | Data Protection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      |  | The Company has taken reasonable steps to comply with, and has in place
all necessary registrations/notifications and procedures to comply in all
material respects with the Data Protection Act 1998, as applicable, or
with secondary legislation or with equivalent applicable legislation in
any other country.                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|11.10 |  | Internet Presence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      |  | The Company does not have any public, private, or reserved presence on
the worldwide web, multi-party extranet, virtual private network or
similar internet based, linked system (Internet Presence). The
Companys domain name(s), if any, are currently registered with an
authorised body, are transferable to the Buyer and are in good standing.
The Companys Internet Presence, if any, is wholly passive and
informational in nature and involves no interactivity between third
parties and the Company including purchases, sales, leases or other
commercial transactions conducted in any degree by or through the
Internet Presence.                                                                                     
|     
|11.11 |  | The Seller hereby warrants that the Company is the owner of all the
intellectual property rights used in the operation of its business,
including, without limitation, rights arising in Asian jurisdictions for
the Orion Software used in the business of the Company prior to the
Completion Date. For the purposes of this paragraph 11.11 Orion
Softwaremeans all current versions of Orion and includes without
limitation all associated source code, object                                                                                                                                                                                                                                                                   

-52-



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##### 





|     |  | code and documentation (including diagrams and planning material) whether
in hardcopy or electronic format.
|---- |  | -----------------------------------------------------------------------------------------------------------
|    
|12.  |  | LIABILITIES                                                                                                
|    
|12.1 |  | Borrowings                                                                                                 
|    
|     |  | As at Completion, the Company will have no Group Indebtedness or
Intra-Group Indebtedness.                 
|    
|12.2 |  | Guarantees and Indemnities                                                                                 



| | (a) |  | The Company is not liable (including contingently) under a
guarantee, indemnity or other agreement to secure or incur a
financial or other obligation with respect to another persons
obligation.                 
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | No part of the loan capital, borrowing or indebtedness in the
nature of borrowing of the Company is dependent on the guarantee or
indemnity of, or security provided by, another person other than a
Group Company.



|12.3 |  | Events of Default                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|    
|     |  | No event has occurred or is subsisting or so far as the Seller is aware
has been alleged or is likely to arise which:



| | (a) |  | constitutes an event of default, or otherwise gives rise to
an obligation to repay, or to give security under an agreement
relating to borrowing or indebtedness in the nature of borrowing (or
will do so with the giving of notice or lapse of time or both);                     
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | will lead to an Encumbrance constituted or created in
connection with borrowing or indebtedness in the nature of
borrowing, a guarantee, an indemnity or other obligation of the
Company becoming enforceable (or will do so with the giving of
notice or lapse of time or both); or
|
| | (c) |  | with the giving of notice and/or lapse of time constitute or
result in a default or the acceleration of any obligation under any
agreement or arrangement to which the Company is a party or by which
it or any of its properties, revenues or assets is bound.                     



|12.4 |  | Grants                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | The Company is not liable to repay an investment or other grant or
subsidy made to it by any person (including the Department of Trade and
Industry or its predecessor). No matter (including the execution and
performance of this agreement) exists which might entitle a body to
require repayment of, or refuse an application by the Company for, the
whole or part of a grant or subsidy.
|    
|13.  |  | PERMITS                                                                                                                                                                                                                                                                                                                                                                                        
|    
|13.1 |  | Compliance with Permits                                                                                                                                                                                                                                                                                                                                                                        

-53-



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##### 





|     |  | The Permits are in full force and effect. The Company has obtained and
complied in all material respects with the terms and conditions of each
Permit (full and accurate details of which have been provided to the
Buyer).                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|13.2 |  | Status of Permits                                                                                                                                                                                                                                                           
|    
|     |  | There are no pending, actual or, so far as Seller is aware, threatened
preliminary enquiries, investigations or proceedings which might in any
way affect the Permits and there is no other reason why any of them
should be suspended, threatened or revoked or be invalid.
|    
|14.  |  | INSOLVENCY                                                                                                                                                                                                                                                                  
|    
|14.1 |  | Winding up                                                                                                                                                                                                                                                                  
|    
|     |  | No order has been made, petition presented or resolution passed for the
winding up of or for the appointment of a provisional liquidator to the
Company or the Seller.                                                                                                      
|    
|14.2 |  | Administration                                                                                                                                                                                                                                                              
|    
|     |  | No administration order has been made and no petition for an
administration order has been presented in respect of the Company or the
Seller.                                                                                                                               
|    
|14.3 |  | Receivership                                                                                                                                                                                                                                                                
|    
|     |  | No receiver, receiver and manager or administrative receiver has been
appointed of the whole or part of either the Companys or the Sellers
business or assets.                                                                                                            
|    
|14.4 |  | Compromises with creditors                                                                                                                                                                                                                                                  
|    
|     |  | Neither the Company nor the Seller has entered into any compromise or
arrangement with its respective creditors or any class of its respective
creditors generally.                                                                                                         
|    
|14.5 |  | Payment of Debts                                                                                                                                                                                                                                                            
|    
|     |  | Neither the Company nor the Seller has stopped paying its debts as they fall due.                                                                                                                                                                                           
|    
|14.6 |  | Distress etc.                                                                                                                                                                                                                                                               
|    
|     |  | No distress, execution or other process has been levied on an asset of
the Company or the Seller.                                                                                                                                                                           
|    
|14.7 |  | Unsatisfied Judgments                                                                                                                                                                                                                                                       
|    
|     |  | There is no unsatisfied judgment or court order outstanding against the
Company or the Seller.                                                                                                                                                                              
|    
|15.  |  | LITIGATION AND COMPLIANCE WITH LAW                                                                                                                                                                                                                                          
|    
|15.1 |  | Litigation                                                                                                                                                                                                                                                                  

-54-



---



##### 





| | (a) |  | Neither the Company nor a person for whose acts or defaults
the Company may be vicariously liable is involved, or has during the
six years ending on the date of this agreement been involved, in a
civil, criminal, arbitration, administrative or other proceeding in
any jurisdiction for which the Company may be directly or
vicariously liable. No civil, criminal, arbitration, administrative
or other proceeding in any jurisdiction is pending or threatened by
or against the Company or a person in respect of acts or defaults of
that person for which the Company may be vicariously liable.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware, no matter exists which might
give rise to a civil, criminal, arbitration, administrative or other
proceeding in any jurisdiction involving the Company or a person in
respect of acts or defaults of that person for which the Company may
be vicariously liable.                                                                                                                                                                                                                                                                                                           
|
| | (c) |  | There is no outstanding judgment, order, decree, arbitral
award or decision of a court, tribunal, arbitrator or governmental
agency in any jurisdiction against the Company or a person in
respect of whose acts or defaults the Company may be vicariously
liable.                                                                                                                                                                                                                                                                                                                                        



|15.2 |  | Compliance with Law                                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | The Company has conducted its business and dealt with its assets in all
material respects in accordance with all applicable legal and
administrative requirements in any jurisdiction.
|    
|15.3 |  | Telecommunications Law                                                                                                                                                                



| | (a) |  | The Company has fully complied with all applicable legal and
administrative requirements for providers of telecommunications
services in all jurisdictions in which it is subject to such
requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Without limiting the generality of the foregoing, the Company
is in compliance in all material respects with all applicable FCC
and state regulatory agency rules, including but not limited to,
tariffing requirements, reporting requirements, universal service
requirements and telecommunications relay service, funding and
reporting obligations. There are no proceedings pending or, so far
as the Seller is aware, threatened, before the FCC or any state
regulatory agency directed specifically at the Company or, in the
case of matters of general applicability to the telecommunications
industry, in which the Company is identified for possible disparate
treatment or whose outcome may have a material impact on the
Company.
|
| | (c) |  | Gains Singapore has complied with the notification
requirements in clause 24.2 of its Service Based Operator
(Individual) Licence (granted by the Info-Communications Development
Authority of Singapore under Section 5 of the Telecommunications Act
1999).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (d) |  | The Company is in compliance with Telecommunications
Ordinance in Hong Kong and with any applicable licence conditions
and regulations laid down by the telecommunications authority (the
Office of the Telecommunications Authority) in Hong Kong.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

-55-



---



##### 





|15.4 |  | Investigations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | The Company is not and has not been subject to any investigation, enquiry
or disciplinary proceeding (whether judicial, quasi-judicial or
otherwise) in any jurisdiction and so far as the Seller is aware none is
pending or threatened, and neither has it received any request for
information from, any court or governmental authority (including any
national competition authority and the Commission of the European
Communities and the EFTA Surveillance Authority) under any anti-trust or
similar legislation in any jurisdiction. So far as the Seller is aware no
matter exists which might give rise to such an investigation, enquiry,
proceeding or request for information.
|    
|15.5 |  | Competition Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



| | (a) |  | The Company has not given an undertaking or written assurance
(whether legally binding or not) to any court or governmental
authority (including any national competition authority (including
the UK Office of Fair Trading) and the European Commission and the
EFTA Surveillance Authority) under any anti-trust or similar
legislation in any jurisdiction.                                                                                                                    
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Company is not subject to an order, regulation or
decision made by any court or governmental authority (including any
national competition authority (including the UK Office of Fair
Trading) and the European Commission and the EFTA Surveillance
Authority) under any anti-trust or similar legislation in any
jurisdiction.                                                                                                                                               
|
| | (c) |  | The Company has not received a written communication or
request for information in relation to any aspect of its business
from or by the Director General of Fair Trading (or any officer of
the Office of Fair Trading), the Competition Commission or the EFTA
Surveillance Authority or from any other authority under any
anti-trust or similar legislation in any other jurisdiction and so
far as the Seller is aware no such communication or request is
currently expected.
|
| | (d) |  | The Company has never received, nor so far as the Seller is
aware is expecting to receive any aid (in whatever form) from a
Member State of the European Community or from State resources such
as could be regarded as State aid for the purposes of Articles 87 to
89 of the Treaty of Rome.                                                                                                                                                                                     



|15.6 |  | Unlawful Payments                                                                                                                    
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | As far as the Seller is aware, neither the Company nor a person for whose
acts or defaults the Company may be vicariously liable has:



| | (a) |  | induced a person to enter into an agreement or arrangement
with the Company by means of an unlawful or immoral payment,
contribution, gift or other inducement;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | offered or made an unlawful or immoral payment, contribution,
gift or other inducement to a government official or employee; or                                
|
| | (c) |  | directly or indirectly made an unlawful contribution to a
political activity.                                                                                  

-56-



---



##### 





|     |  | All references to the Company in this paragraph 15 should be deemed to
include the Companys officers, agents and employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|15.7 |  | Questionable Payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     |  | None of the Seller, the Company, or any employee, agent, Affiliate or
other representative of any of them (a) has used any corporate funds of
the Company to make any illegal or unlawful payment to any officer,
employee, representative, or agent of any governmental authority, or to
any political party or official thereof, including, without limitation,
any of the same that would violate the United States Foreign Corrupt
Practices Act of 1977, as amended, or (b) has made or agreed to make to,
or received or agreed to receive from, any third party, whether or not a
governmental authority, any illegal payment, bribe, kickback,
contribution, gift or other questionable payment of any nature (whether
in money, property or services) for any referrals or recommendations or
otherwise in connection with the operation of the Company; and no
director, officer, or controlling person of the Company has done any of
the foregoing, whether or not in connection with the operation of the
Company. Neither the Company nor the Seller with respect to the Company
has agreed to make, or is aware that there has been made or that there is
any agreement to make, any payment to any person with the intention or
understanding that any part of such payment would be used for any purpose
other than that described in the documents supporting such payment.
|    
|16.  |  | BROKERAGE OR COMMISSIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |  | No person is entitled to receive from the Company a finders fee,
brokerage or commission in connection with this agreement or anything in
it and the Company is not liable to pay to any of its directors,
employees, agents and advisers any sum whatsoever in connection with the
sale of the Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|17.  |  | DIRECTORS, WORKERS AND EMPLOYEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|17.1 |  | Particulars of Workers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     |  | The particulars of all workers provided to the Buyer show the names, job
title, date of commencement of employment, date of birth and period of
continuous employment (calculated in accordance with chapter 1 of part
XIV of the ERA) of every Worker.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|17.2 |  | Remuneration and Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |  | The particulars of all Workers provided to the Buyer show all
remuneration and other benefits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| | (a) |  | actually provided; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | which the Company is bound to provide (whether now or in the
future) to each Worker and are true and complete and include
particulars of and details of participation in all profit sharing,
incentive, bonus, commission, share option, medical, permanent
health insurance, directors and officers insurance, travel, car
and redundancy (the Schemes) operated for all or any Workers or
former Workers of the Company or their dependants whether legally
binding on the Company or not.

-57-



---



##### 





|17.3 |  | Terms and Conditions
|---- |  | --------------------



| | (a) |  | Copies of all the standard terms and conditions, staff
handbooks and policies which apply to Workers have been provided to
the Buyer.                                                                                                                            
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | There are no terms and conditions in any contract with any
Worker pursuant to which such person will be entitled to receive any
payment or benefit or such persons rights will change as a direct
consequence of the transaction contemplated by this agreement.



|17.4 |  | Operation of the Schemes                                                                                                                                                                                                                                                                                                                                                                                            
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | The Schemes have at all times been operated in accordance with their
governing rules or terms and all applicable laws and all documents which
are required to be filed with any regulatory authority have been so filed
and all tax clearances and approvals necessary have been obtained and not
withdrawn and no act or omission has occurred which has or could
prejudice any such tax clearance and/or approval.
|    
|17.5 |  | Notice Periods                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     |  | The terms of employment or engagement of all Worker, agents and
professional advisers of the Company are such that their employment or
engagement may be terminated by not more than three months notice given
at any time without liability for any payment including by way of
compensation or damages (except for unfair dismissal or a statutory
redundancy payment).                                           
|    
|17.6 |  | Changes since the Accounts Date                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |  | Since the Accounts Date the Company has not made, announced or proposed
any changes to the emoluments or benefits of or any bonus to any Workers
and the Company is under no express or implied obligation to make any
such changes with or without retrospective operation.                                                                                                                                        
|    
|17.7 |  | Loans                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     |  | There are no amounts owing or agreed to be loaned or advanced by the
Company in excess of an aggregate total of £5,000 to any Workers (other
than amounts representing remuneration accrued due for the current pay
period, accrued holiday pay for the current holiday year or for
reimbursement of expenses).                                                                                                     
|    
|17.8 |  | Notice of Termination, Leave of Absence, Disciplinary Warning and
Outstanding Offers                                                                                                                                                                                                                                                                                                                                



| | (a) |  | No Worker has given or received notice to terminate his
employment or engagement.                                                                                                                        
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | There are no Workers who are on secondment, maternity leave
or absent on grounds of disability or other leave of absence (other
than normal holidays or absence of no more than one week due to
illness).
|
| | (c) |  | No Worker is subject to a current disciplinary warning.                                                                                                                                                  

-58-



---



##### 





| | (d) |  | There are no outstanding offers of employment or engagement
by the Company and no person has accepted such an offer but not yet
taken up the position accepted.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



|17.9  |  | Payment up to Completion                                                                                                                                                                                            
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | All salaries, wages and fees and other benefits of all Workers have, to
the extent due, been paid or discharged in full together with all related
payments to third party benefit providers or relevant authorities.
|     
|17.10 |  | Industrial Relations                                                                                                                                                                                                



| | (a) |  | No Workers are members of a trade union, staff association or
any other body representing workers and no such union, association
or body is recognised by the Company for the purposes of collective
bargaining.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Copies of and full details of all rights and liabilities
relating or pursuant to any collective agreements (whether with a
trade union, staff association or any other body representing
workers and whether legally binding or not) concerning the Company
have been provided to the Buyer.                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (c) |  | Within the three years preceding the date hereof the Company
has not been engaged or involved in any trade dispute (as defined in
section 218 of the TULR(C)A) with any Worker, trade union, staff
association or any other body representing workers and no event has
occurred which could or might give rise to any such dispute and no
industrial action involving Workers, official or unofficial, is now
occurring or threatened nor has any industrial relations or
employment matter been referred either by the Company or its Workers
or by any trade union staff association or any other body
representing workers to ACAS for advice, conciliation or
arbitration.



|17.11 |  | Claims by Workers                                                                                                                                                                                                                                                         
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | The Seller has not received any claim from, and is not aware of any
threatened claim or any basis for any claim from or any exercisable right
of action by any past or present Worker or any worker of a predecessor in
business against the Company, including any claim:



| | (a) |  | in respect of any accident or injury which is not fully
covered by insurance; or                  
| | --- |  | --------------------------------------------------------------------------------------------------
|
| | (b) |  | for breach of any contract of services or for services; or                                        
|
| | (c) |  | for loss of office or arising out of or connected with the
termination of his office or employment



|      |  | and, so far as the Seller is aware no event or inaction has occurred
which could or might give rise to any such claim.
|----- |  | ----------------------------------------------------------------------------------------------------------------------
|     
|17.12 |  | Enquiries and Discrimination                                                                                          



| | (a) |  | There are no enquiries or investigations existing, pending
or, so far as the Seller is aware, threatened which affect the
Company in relation to any Worker by the Equal
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-59-



---



##### 





| |     |  | Opportunities Commission, the Commission for Racial Equality, the
Disability Rights Commission or the Health and Safety Executive or
any other bodies with similar functions or powers in relation to
the Workers.                                                                                                                                   
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | There are no terms or conditions under which any Worker is
employed or engaged nor has anything occurred or not occurred prior
to Completion that may give rise to any claim for sex, race or
disability discrimination or equal pay either under English, United
Kingdom or European Law whether by such Worker or any former or
prospective Worker.



|17.13 |  | Redundancy                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | Full and accurate details have been provided to the Buyer of any
redundancy payment (whether pursuant to a redundancy scheme or formula or
policy or otherwise whether contractual or discretionary) the Company has
made in excess of the statutory redundancy entitlement to any Worker or
former Worker in the last three years, and there is no provision in any
occupational pension scheme in which Workers participate which provides
enhanced benefits on redundancy.
|     
|17.14 |  | Health and Safety                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|      |  | All health and safety policies and procedures, health and safety
committees, health and safety representatives required by law have been
instituted by the Company, and details of any complaints,
recommendations, investigations or claims relating to health and safety
issues made or carried out in the last five years and affecting the
Company and its Workers have been provided to the Buyer.                                                                      
|     
|17.15 |  | Compliance with Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                         



| | (a) |  | The Company has complied in all material respects with all
relevant provisions of the Treaty of Rome, EC Directives, statutes,
regulations, codes of conduct, collective agreements, terms and
conditions of employment, orders, declarations and awards relevant
to Workers or the relations between the Company and any trade union,
staff association or any other body representing Workers.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | There are no training schemes, arrangements or proposals,
whether past or present, in respect of which a levy may henceforth
become payable by the Company under the Industrial Training Act 1982
and pending Completion no such schemes, arrangements or proposals
will be established or undertaken.                                                                                          



|17.16 |  | Transfer Regulations                                                                                                                                                                                                                                                                                                                       
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | The Company has not within the three years preceding the date hereof
entered into any agreement which involved or may involve the Company (and
no event has occurred which may involve the Company in the future)
acquiring or disposing of any undertaking or part of one such that the
Transfer Regulations applied or may apply thereto.

-60-



---



##### 





|17.17 |  | Duty to Inform and Consult                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | The Seller and the Company have complied with any applicable obligations
to inform and consult with trade unions and other representatives of
workers.                                                                                                                                                                                                                                                                                                                     
|     
|17.18 |  | Records                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|      |  | The Company has maintained adequate and suitable records regarding the
service of its Workers and, in particular, has maintained all records
required under the Working Time Regulations 1998. All such records comply
with the requirements of the Data Protection Act 1998.                                                                                                                                                                                              
|     
|17.19 |  | Business is conducted by Workers                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      |  | The Company has not entered into any agreement or arrangement for the
management or operation of its business or any part thereof other than
with its Workers.                                                                                                                                                                                                                                                                                                             
|     
|18.   |  | PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|18.1  |  | All Property                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     
|      |  | The Properties comprises all the freehold and leasehold land owned, used
or occupied by and all the rights vested in the Company and all
agreements whereby the Company has any financial entitlement relating to
any land at the date hereof.                                                                                                                                                                                                                             
|     
|18.2  |  | No Other Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      |  | The Company has no actual or contingent obligations or liabilities (in
any capacity including as principal contracting party or guarantor) in
relation to any lease, licence or other interest in, or agreement
relating to, land apart from the Properties.                                                                                                                                                                                                               
|     
|18.3  |  | Good and Marketable Title                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|      |  | The Company has a good and marketable title to the Lease and the Properties.                                                                                                                                                                                                                                                                                                                                                                                               
|     
|18.4  |  | Title Deeds and Documents                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|      |  | The Company has under its control all title deeds and documents necessary
to prove its title to the Properties and the same are original documents
or properly examined abstracts; where the Properties are leasehold the
title documents include all necessary consents for the grant and
assignment of the lease satisfactory details of all reversioners titles,
memoranda of rent increases where appropriate and alt reversioners
consents required under the lease.
|     
|18.5  |  | No Adverse Rights in Course of Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|      |  | No liberty, right, easement, licence or other arrangement is enjoyed or
is in the course of being acquired by or against any of the Properties
(and none is needed) for obtaining access to any land or for repair of
any premises or to comply with any fire regulations.                                                                                                                                                                                                 

-61-



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##### 





|18.6  |  | Adequacy of Existing Beneficial Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | Each of the Properties have the benefit of all rights necessary for the
continued present use and enjoyment of the same such rights not being
capable of withdrawal by any person nor liable to be made subject to any
charge therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|18.7  |  | No Encumbrances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      |  | Unless disclosed in schedule 6 the London Property and the title deeds
thereto are not and will not at Completion be subject to any Encumbrance
or any lease or agreement for lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|18.8  |  | No Overriding Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|      |  | Unless disclosed, the Lease is not subject to any overriding interests
within the meaning of section 70 of the Land Registration Act 1925.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|18.9  |  | Other Matters Adversely Affecting the Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      |  | There are no agreements, covenants, restrictions, exceptions,
reservations, conditions, rights, privileges or stipulations affecting
the Properties or which adversely affect the value of the Properties or
conflict with the user thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|18.10 |  | No Default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      |  | The Company has duty performed, observed and complied with all covenants,
restrictions, exceptions, reservations, conditions, agreements, statutory
and common law requirements, by-laws, orders, building regulations and
other stipulations and regulations affecting the Properties and the uses
of the Properties including the terms of any lease, underlease or tenancy
agreement under which any part of the Properties is held. All outgoings
have been paid to date and (in the case of leasehold property) all rents
and service charges have been paid to date and no notice of any alleged
breach of any of the terms of any such lease or tenancy agreement as
aforesaid has been served on the Company.
|     
|18.11 |  | Leasehold Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|      |  | The London Property is held under the lease brief details of which are
set out in schedule 6 and no licences or collateral arrangements or
concessions have been entered into or granted, and there are no rent
reviews which are or will at the date of Completion be in the course of
being determined.                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|18.12 |  | Use                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|      |  | The existing use of the London Property is only that specified in the
Lease and is the lawful permitted use whether under the current Town and
Country Planning legislation and in the case of leasehold property under
the terms of the lease or tenancy agreement under which such property is
held or otherwise and are not temporary uses and all necessary consents
to such existing uses have been obtained.                                                                                                                                                                                                                                                                                                   
|     
|18.13 |  | Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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##### 





|      |  | All development carried out has been and is lawful and all necessary
consents and permissions have been or are being obtained for such
development.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|18.14 |  | Adequacy of Planning Consents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|      |  | The consents and permissions referred to in paragraphs 18.13 and 18.14 of
this schedule 3 are valid subsisting and are not temporary or suspended
and are also either unconditional or subject only to conditions which
have been satisfied so that nothing further remains to be done thereunder
or are not such as would be regarded as onerous by a prudent investor in
commercial property of the nature of the Properties and no planning
permission remains unimplemented (whether in whole or in part) nor has
any planning application been submitted which awaits determination.
|     
|18.15 |  | No Compulsory Acquisition or Enforcement Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      |  | There are no outstanding enforcement or other notices or proceedings
issued in respect of any of the Properties and there is no resolution or
proposal for compulsory acquisition by the local or any other authority
nor any outstanding order, notice or other requirement of any such
authority that affects such existing use as aforesaid or involves
expenditure in complying with it nor any other circumstances known which
may result in any such order or notice being made or served or which may
otherwise affect the Properties.                                            
|     
|18.16 |  | Repair and Condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      |  | As far as the Seller is aware all buildings and structures comprised in
the Properties are in good and substantial repair and condition and there
are no material defects therein (whether latent, inherent or otherwise);
no such buildings and structures have been the subject of flooding or
drainage defects and so far as the Seller is aware no substances the use
of which is not now approved by current good building practice were used
in the construction of any part thereof.                                                                                              
|     
|18.17 |  | Replies to Enquiries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      |  | All disclosures and replies to enquiries and requisitions relating to the
Properties made or given by or on behalf of the Seller or the Company to
the Buyer or its solicitors are now and will at Completion be complete
and correct in all material respects.                                                                                                                                                                                                                                                                                                                          
|     
|18.18 |  | Full Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|      |  | All relevant matters affecting the Properties or the use or value thereof
or any proposals relating thereto and full details of all leases have
been disclosed in writing to the Buyer or its solicitors prior to the
date hereof.                                                                                                                                                                                                                                                                                                                                                       
|     
|18.19 |  | Accuracy of Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|      |  | All the information produced to or given in writing to the Buyer or the
Buyers Solicitors in respect of or relating to the Properties (including
replies to enquiries and requisitions) in the course of negotiations
leading up to the execution of this agreement is true and accurate and
the Seller is not aware of any fact, matter or thing:                                                                                                                                                                                                                                      

-63-



---



##### 





| | (a) |  | which has not been disclosed to the Buyer or the Buyers
Solicitors which makes any such information untrue or misleading at
the date of this agreement; or
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the disclosure or non-disclosure of which might affect the
willingness of a buyer to purchase or procure the purchase of any of
the Properties.            



|18.20 |  | No Litigation                                                                                                                                                                                                                                                                                                                                                                                                         
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | The Company is not engaged in any litigation or arbitration proceedings
in connection with any of the Properties and has not committed any
offences in connection with the Properties. There is no cause of action
which has arisen or accrued or law suit or arbitration threatened or
pending against the Company in connection with the Properties and no
circumstances exist which are likely to give rise to any.
|     
|18.21 |  | No Vitiation of Insurance                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      |  | The Company has not done or omitted to do anything whereby any policy of
insurance has or may become void or voidable and all requisite insurances
are in force and all current premiums are fully paid.                                                                                                                                                                                                              
|     
|18.22 |  | No Disputes                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      |  | The Properties are not affected by any outstanding disputes, notices or
complaints which affect the use of the Properties for the purposes for
which they are now used or proposed to be used and there are no matters
or Encumbrances affecting the Properties and which would prevent or
impede the Company from operating and carrying on the businesses
currently carried on at the Properties.                   
|     
|18.23 |  | Local Authorities  Land Charges and Replies to Enquiries                                                                                                                                                                                                                                                                                                                                                             
|     
|      |  | As far as the Seller is aware the London Property is not affected by any
matter or thing which would be revealed by official certificates of
search in the register of local land charges or by replies to enquiries
on form CON 29D or (if appropriate) form CON 29D (London) which would
adversely affect the London Property or the value thereof.                                                                 
|     
|18.24 |  | Fire Precautions Act 1971                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      |  | As far as the Seller is aware the Company has complied with its
obligations under the Fire Precautions Act 1971 and has applied for and
obtained fire certificates thereunder in respect of all premises owned or
occupied by the Company to the extent required by such Act.                                                                                                                                         
|     
|18.25 |  | Disability Discrimination Act                                                                                                                                                                                                                                                                                                                                                                                         



| | (a) |  | As far as the Seller is aware the Company has made all
reasonable adjustments to the work place, to the way work is done,
and to the way in which goods, services and facilities are provided
to comply with Disability Discrimination Act 1995.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | As far as the Seller is aware the Company is not liable for
any claims under the Disability Discrimination Act.                                                                                                                                 

-64-



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##### 





|19.  |  | PENSIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|19.1 |  | Pensions arrangements disclosed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     |  | Save under the Disclosed Scheme and the state pension schemes, the 401(k)
schemes in the US and the personal pensions in Australia, the Company is
not under any obligation or commitment, nor is the Company a party to any
custom or practice, to pay, provide, administer or contribute towards any
relevant benefits within the meaning of section 612 of the Income and
Corporation Taxes Act 1988 (ignoring the exception contained in that
section), including the making of any payment of contributions to, or
remuneration specifically referable to contributions to, any personal
pension scheme, stakeholder pension scheme, retirement annuity contract
or similar arrangement (Relevant Benefits) to or in respect of any
person and nothing has been done to create a reasonable expectation that
any such payments, provision or contributions will be made. The Company
has not at any time participated in or contributed towards any scheme or
arrangement which has as its purpose or one of its purposes the provision
of Relevant Benefits (other than as noted above and schemes which have
been fully wound up).
|    
|19.2 |  | Money purchase scheme                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     |  | Other than lump sum death in service benefits and dependants pensions on
death in service, the Disclosed Scheme provides in respect of the
employees of the Company only money purchase benefits (as defined in
section 181 of the Pension Schemes Act 1993) and no promise or assurance
(oral or written) has been given to any person that his or her benefits
under the Disclosed Scheme (other than lump sum death in service
benefits) will be calculated by reference to any persons remuneration or
equate (approximately or exactly) to any particular amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|19.3 |  | Ex gratia payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     |  | The Company has not made or proposed, and will not before Completion make
or propose, any voluntary or ex gratia payments of Relevant Benefits to
or in respect of any person and is not due to make any such payments in
the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|19.4 |  | Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     |  | No undertaking or assurance has been given or will before Completion be
given by the Company to any person as to the introduction, continuation,
increase or improvement of any Relevant Benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|19.5 |  | Disclosure of documents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |  | Full details of the Disclosed Scheme have been supplied to the Buyer
including, copies of all current trust documentation; all current
booklets and announcements made to employees; and details of all
discretionary and augmented benefits granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

-65-



---



##### 





|19.6 |  | Regulatory approval
|---- |  | -------------------



| | (a) |  | The Disclosed Scheme is an exempt approved scheme under
Chapter I Part XIV of the TA or approved under Chapter IV Part XIV
of the TA and there is no reason why such approved status might be
withdrawn or cease to apply.                                                                                              
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | If the employees of the Company are contracted-out of the
State Second Pension, a contracting-out certificate under the
Pension Schemes Act 1993 is in force covering the employment of the
employees of the Company and there is no reason why such a
contracting-out certificate could be withdrawn or cease to apply.



|19.7 |  | Payment of contributions                                                                                                                                                                                                                                                                                                   
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | All contributions and premiums which have become payable to or under the
Disclosed Scheme by or in respect of current and former employees and
officers employed by the Company have been duly paid within any
applicable prescribed period under the Pensions Act 1995 and the
Disclosed Schemes governing documentation.
|    
|19.8 |  | Legal compliance and claims/litigation                                                                                                                                                                                                                                                                                     



| | (a) |  | The Disclosed Scheme has in relation to employees or former
employees of the Company been at all times operated in accordance
with the trusts, powers and provisions of their governing
documentation, all applicable EU and domestic legislation, and the
general requirements of law and regulatory practice and no report
has been made to any regulatory authority in relation to any
potential or actual non-compliance.                                                                                                                                                                                                                                        
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Company has fulfilled all of its obligations in relation
to and under the Disclosed Scheme in respect of any current and
former employees and officers employed by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (c) |  | Prior to the date of this agreement and completion all
benefits which have been, or will be, transferred into the Disclosed
Scheme (whether on an individual or bulk basis) have been, or will
be, so transferred on a sex equal basis.                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (d) |  | With effect from 8 October 2001, the Company has always been
and is now exempt from the requirement to designate and provide
access to a stakeholder pension scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (e) |  | No claim or complaint has been made or threatened against any
trustee, manager or administrator of the Disclosed Scheme or any
employer participating therein in respect of any act, event,
omission or other matter arising out of or in connection with the
Disclosed Scheme (other than routine claims for benefits) in
relation to employees or former employees of the Company and there
is no dispute in respect of the provision of Relevant Benefits
(whether payable under the Disclosed Scheme or otherwise) in
relation to employees or former employees of the Company and there
are no circumstances which may give rise to any such claim or
complaint.

-66-



---



##### 





|19.9  |  | Insured death benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | All lump sum death in service benefits which may be payable (other than a
refund of members contributions with interest where appropriate) are
fully insured with an insurance company authorised to carry on long-term
insurance business under the Financial Services and Markets Act 2000. All
policies and contracts under which such benefits are insured are
enforceable and so far as the Seller is aware there is no ground on which
the insurance company concerned might avoid liability under such policy
or contract.
|     
|19.10 |  | Access to membership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|      |  | Every employee or former employee of the Company who is or has been
entitled to, or eligible for, membership of the Disclosed Scheme, whether
under a contract of employment or under the rules of the Disclosed Scheme
or otherwise, has joined or been invited to join as of the date on which
he became so entitled or eligible.                                                                                                                                                                                               
|     
|19.11 |  | Part Timers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|      |  | Every employee or former employee of the Company who is or has been a
part time employee is not and has never been excluded from membership of
the Disclosed Scheme or any scheme operated by the Company.                                                                                                                                                                                                                                                                                                                        
|     
|20.   |  | TAXATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|20.1  |  | Returns                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



| | (a) |  | So far as the Seller is aware the Company has duly and
punctually paid all Tax which it has become liable to pay and is not
under any liability to pay any penalty, interest, surcharge or fine
in connection with any Tax.                                                                                                                                                                                                                                                                                                     
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware the Company has made all Tax
Returns, maintained all records, supplied all information and given
all notices to any taxation authority as reasonably requested or
required by law within any requisite period and all such Tax
Returns, information and notices are correct and accurate in all
material respects and are not the subject of any dispute and so far
as the Seller is aware there are no facts or circumstances likely to
give rise to or be the subject of any such dispute.      
|
| | (c) |  | So far as the Seller is aware the Company has properly
deducted Tax at source and paid over such Tax in accordance with the
system applicable in any relevant jurisdiction in respect of any
Income Tax Pay as You Earn system and has duly paid and accounted
for all national insurance, social security or like contribution
required by any relevant jurisdiction and has complied with all its
reporting obligations in connection with the benefits provided for
employees and directors in accordance with such system.
|
| | (d) |  | So far as the Seller is aware the Company is not involved in
any dispute in relation to Tax and no taxation authority has
investigated or indicated that it intends to investigate the Tax
affairs of the Company other than under the normal tax audit
procedures of the relevant taxation authority.                                                                                                                                                                                                                          

-67-



---



##### 





| | (e) |  | So far as the Seller is aware no taxation authority has
operated or agreed to operate any special arrangement (being an
arrangement which is not based on or in accordance with a taxation
statute, published practice or convention) in relation to the
affairs of the Company.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20.2 |  | Disposal of Assets
|---- |  | ------------------



| | (a) |  | So far as the Seller is aware no claim has been made for the
depreciation of any asset of the Company for Tax purposes in
circumstances in which the claim is likely to be disallowed.                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware since the Accounts Date, the
Company has not been involved in any transaction which has given or
may give rise to a liability to Tax on the Company (or would have
given or might give rise to such liability but for the availability
of any relief, allowance, deduction or credit) other than Taxation
in respect of trading transactions entered into in the ordinary
course of the Companys business, or taxation arising on any
interest arising in the ordinary course of the Companys business.
|
| | (c) |  | So far as the Seller is aware the Company is not liable to
pay taxation in respect of any hidden distributions of profit in any
relevant jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (d) |  | So far as the Seller is aware the book value of each asset of
the Company as shown in or adopted for the purposes of the Accounts
is such that if any asset were disposed of at Completion at its book
value (or if acquired after the Accounts Date at cost) no liability
to Tax (ignoring indexation allowances) would be incurred nor would
any Tax previously held over crystallise.                                                                                                                                               
|
| | (e) |  | So far as the Seller is aware the Company has not disposed of
or acquired any assets in circumstances such that the consideration
given on such disposal or acquisition might be adjusted by any
taxation authority for tax purposes.                                                                                                                                                                                                                                                                                                  
|
| | (f) |  | So far as the Seller is aware the Company has not been
involved in any share for share exchange or any scheme of
reconstruction or amalgamation.                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (g) |  | So far as the Seller is aware no capital gains chargeable to
Tax will accrue to the Company on the disposal of any debt owed to
the Company.                                                                                                                                                                                                                                                                                                                                                                                           



|20.3 |  | Stamp Duty and Documentary Taxes                                                                                                                                                                                                                                                                                                                                       
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | So far as the Seller is aware all documents in the enforcement of which
the Company is interested have been duly stamped and all such duty,
interest and penalties have been duly paid.                                                                                                                                                                                
|    
|20.4 |  | Accounts                                                                                                                                                                                                                                                                                                                                                               
|    
|     |  | So far as the Seller is aware the Accounts for the Company make full
provision or reserve in respect of any period ended on or before the
Accounts Date for all Tax assessed or liable to be assessed on the
Company or for which it is accountable at the Accounts Date whether or
not the Company has or may have any right of reimbursement against any
other person

-68-



---



##### 





|     |  | including in particular (but without prejudice to the generality of the
foregoing) Tax in respect of property (of whatever nature) income,
profits or gains held, earned, accrued or received by or to a person on
or before the Accounts Date or by reference to any event occurring, acts
done or circumstances existing on or before that date including
distributions made down to such date or provided for in the Accounts and
proper provision has been made and shown in the Accounts for deferred
taxation in accordance with generally accepted accounting principles.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|20.5 |  | Value Added Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



| | (a) |  | So far as the Seller is aware the Company is registered for
the purposes of the VAT legislation (or the equivalent Tax
legislation in each jurisdiction where it carries on business VAT
legislation) and has made, given, obtained and kept full, complete,
correct and up to date records, invoices and other documents
appropriate or required for the purposes of the relevant VAT
legislation and is not in arrears with any payment or returns due
under the VAT legislation and has not been required by the relevant
taxation authority in any applicable jurisdiction to give security
under the VAT legislation.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware the Company has not within the
last 12 months been in default in respect of any accounting period
for VAT so as to give rise to any liability for a surcharge for
default under the relevant VAT legislation.                                                                                                                                                                                                                                                                                                                                                                                 



|20.6 |  | Duties                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | So far as the Seller is aware all VAT payable on the importation of goods
and all excise or other import charges or duties payable to any relevant
authority in respect of any assets (including without limitation, trading
assets and stock) imported or owned by the Company have been paid or
provided for in full.                                                                     
|    
|20.7 |  | Deductions                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     |  | So far as the Seller is aware the Company is not under any obligation to
make at any time any payment outside its ordinary course of business nor
has the Company made any payment or incurred an obligation to make any
such payment since the Accounts Date which will not be wholly deductible
for the purposes of any corporate income or profit-based Tax in any
relevant jurisdiction.
|    
|20.8 |  | Profit Pooling                                                                                                                                                                                                                                                                                                                                                                              
|    
|     |  | So far as the Seller is aware the Company is not nor has it been a party
to any profit pooling or profit sharing agreement or arrangement.                                                                                                                                                                                                                                                  

-69-



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##### 





|20.9  |  | Secondary Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | So far as the Seller is aware no transaction, act, omission or event has
occurred (including without limitation the execution or implementation of
this agreement) in consequence of which the Company is or may be held
liable for any Tax or may otherwise be held liable for or to indemnify
any person in respect of any Tax which is primarily or directly
chargeable against or attributable to any person other than the Company.                                                                                                                                                                                                                                                                              
|     
|20.10 |  | Indemnities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      |  | So far as the Seller is aware the Company has no liability to make any
payment pursuant to an indemnity, guarantee or covenant entered into
before completion under which the Company has agreed to meet or pay a sum
equivalent to or by reference to another persons liability to Tax.                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|20.11 |  | Transfer Pricing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|      |  | So far as the Seller is aware all transactions entered into by the
Company have been entered into on an arms length basis and the
consideration (if any) charged or received or paid by the Company on all
transactions entered into by it has been equal to the consideration which
might have been expected to be charged, received or paid (as appropriate)
between independent persons dealing at arms length and so far as the
Seller is aware no notice or enquiry by any taxation authority has been
made in connection with any such transaction and the Company has
sufficient contemporaneous documentary evidence to justify the basis of
the amounts charged, received or paid on all such transactions.
|     
|20.12 |  | Residence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      |  | So far as the Seller is aware the Company is not liable to Tax in any
jurisdiction other than the jurisdiction in which it is incorporated nor
does the Company have or has ever had a permanent establishment in a
jurisdiction other than the jurisdiction of incorporation.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|20.13 |  | Tax Avoidance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      |  | So far as the Seller is aware the Company has not entered into nor been a
party to nor otherwise been involved in any scheme or arrangement
designed wholly or mainly for the purposes of avoiding, deferring or
reducing a liability to Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|20.14 |  | Double Taxation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | (a) |  | So far as the Seller is aware the Company has made all claims
necessary to obtain relief from double taxation under any relevant
bilateral convention relating to double taxation in respect of
income, profits, gains or payments accrued in the Accounts or made
prior to the Accounts Date.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware the Company is not an agent of
another company for the purpose of assessing the latter to Tax in

the country of residence of the first company.                                                                                                                

-70-



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##### 





| | (c) |  | So far as the Seller is aware the Company has not changed its
country of residence without obtaining the appropriate mandatory
consent from the relevant taxation authority.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20.15 |  | Withholdings                                                                                                                                                                                                    
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | So far as the Seller is aware the Company has deducted Tax from all
payments made where required by applicable legislation and accounted to
the relevant taxation authority for Tax so deducted.                
|     
|20.16 |  | Tax Sharing                                                                                                                                                                                                     
|     
|      |  | So far as the Seller is aware the Company is not bound by or party to
(nor will it become bound by or party to) any tax sharing or tax
allocation agreement in respect of which claims would not be time barred.
|     
|20.17 |  | Groups                                                                                                                                                                                                          
|     
|      |  | So far as the Seller is aware the Company is not and has never been a
member of a group of companies or a fiscal consolidation or a fiscal
unity for the purposes of any corporate income Tax or Sales Tax.     
|     
|20.18 |  | Sales Tax                                                                                                                                                                                                       
|     
|      |  | So far as the Seller is aware the Company has complied with all
applicable laws relating to sales taxes and the payment thereof.                                                                                
|     
|20.19 |  | Specific Tax Warranties                                                                                                                                                                                         



| | (a) |  | So far as the Seller is aware, the Company will not become
liable to pay any Tax or suffer an alteration in the manner in which
it is assessed to Tax or lose any relief or allowances otherwise
available to it as a result of entering into this agreement.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | So far as the Seller is aware, no assets were transferred to
the Company pursuant to a capital gains tax rollover for Australian
tax purposes.                                                                                                               
|
| | (c) |  | So far as the Seller is aware, the fair market value of the
US business transferred from Gains UK to Gains US on 1 July 2002 was
$900,000 and all of this value is attributable to the net book value
of the assets.                                         
|
| | (d) |  | So far as the Seller is aware, no liability to tax arose in
the Company at the time of the acquisition of the assets of the
trade from the administrator or the trades into their current
corporate vehicles.                                                

-71-



---



##### 





|21.  |  | ENVIRONMENTAL MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|21.1 |  | Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     |  | The Company and the London Property comply and have since the
commencement of the Lease at all times complied with all Environmental
Laws in all material respects and so far as the Seller is aware there are
no facts or circumstances which interfere or prevent compliance with any
Environmental Laws.                                                                                                                                                                                                                                                                                                                                                     
|    
|     |  | There are no civil, criminal arbitration or administrative actions,
claims, proceedings or suits pending or so far as the Seller is aware
threatened against the Company arising from or relating to Environmental
Law and so far as the Seller is aware there are no circumstances which
may lead to such actions, claims, proceedings or suits.                                                                                                                                                                                                                                                                                                               
|    
|21.2 |  | Notices and Complaints                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     |  | The Company has not received any notice of enforcement, prohibition,
improvement, remediation or other notice of equivalent nature, or any
judgment, order, decree, award, demand or decision in respect of the
Environment from any court, tribunal, arbitrator or governmental or
regulatory authority and there have been no complaints, investigations,
enquiries, requests for information or other formal or informal
indications of any possible claims or legal actions in respect of the
Environment received by such Company from any person including any
neighbour, governmental or regulatory authority, current or former
employee or third party.
|    
|21.3 |  | Predecessors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |  | So far as the Seller is aware predecessors in title (including all
previous owners, occupiers and managers) of the London Property or the
Activities have complied with Environmental Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|22.  |  | INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |  | The Agreement and the Disclosure Letter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     |  | Taken as a whole, the information set out in this agreement and schedules
1, 2 and 6 attached hereto and in the Disclosure Letter is true,
complete, accurate and not misleading in all material respects.                                                                                                                                                                                                                                                                                                                                                                                                                                                      

-72-



---



##### 



SCHEDULE 4
Sellers limitations on liability



|1.  |  | Definitions                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 |  | In addition to the words and expressions defined in clause 1 and schedule
3 of this agreement, in this schedule the following definitions apply.

|                   |  |                                                                                                                                                                                                                                                        
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Claims             |  | a Tax Claim or a Warranty Claim;                                                                                                                                                                                                                       
|                   |  |                                                                                                                                                                                                                                                        
|Claims Threshold   |  | £75,000;                                                                                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                        
|Company            |  | each member of the Group;                                                                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                        
|Expiry Date        |  | in relation to a Warranty Claim, 2 years from the
Completion Date and, in relation to a Tax Claim the
seventh anniversary of the Completion Date;                                                                                                      
|                   |  |                                                                                                                                                                                                                                                        
|Group Relief       |  | group relief as defined in section 402 ICTA;                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                        
|Reliefs            |  | any allowance credit, exemption, deduction or relief
from, in computing, against or in respect of Tax or any
right to the repayment of Tax;                                                                                                            
|                   |  |                                                                                                                                                                                                                                                        
|Taxation Authority |  | any local, municipal, governmental, state, federal or
fiscal, revenue, customs or excise authority, body,
agency or official anywhere in the world having power
or authority in relation to Tax including the Inland
Revenue and HM Customs and Excise;
|                   |  |                                                                                                                                                                                                                                                        
|Tax Claim          |  | a claim under or in respect of the taxation warranties
contained in paragraph 20 of schedule 3 to this
agreement. For the avoidance of doubt, the term Tax
Claim does not refer to a claim under the Tax Deeds;
and                                  
|                   |  |                                                                                                                                                                                                                                                        
|Warranty Claim     |  | a claim under or in respect of the Warranties contained
in schedule 3 to this agreement other than a Tax Claim.                                                                                                                                        



|1.2 |  | Except where otherwise stated, references to paragraphs in this
schedule are to paragraphs of this schedule.
|--- |  | --------------------------------------------------------------------------------------------------------------
|   
|2.  |  | Introduction                                                                                                  
|   
|2.1 |  | Nothing in this schedule limits the liability of the Seller in respect of
its own fraud.                      
|   
|3.  |  | Specific limitations                                                                                          
|   
|3.1 |  | The Seller shall have no liability in respect of:                                                             

-73-



---



##### 





| | (a) |  | circumstances fairly disclosed in this agreement or the
Disclosure Letter (it being understood that the Buyer shall only be
deemed to have knowledge of information disclosed in this agreement
or in the Disclosure Letter); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | anything arising from the implementation of this agreement.                                                                                                                                                                      



|3.2 |  | The Seller shall have no liability in respect of a Claim to the extent
that it occurs or is increased solely as a result of:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------



| | (a) |  | any increase in rates of Tax occurring after the date of this
agreement or any legislation or law not in force at the date of this
agreement including, without limitation, any legislation taking
effect retrospectively or a change in interpretation of law or any
change in the published practice of or withdrawal of any published
extra-statutory concession by a Taxation Authority after the date of
this agreement;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | a change after the Accounts Date:                                                                                                                                                                                                                                                                                                                                                                                            



| | (i)  |  | in generally accepted accounting practices (other
than a restatement of the Companys historic accounts to make
them compliant with Generally Accepted Accounting Principles
if they were not compliant prior to Completion; or
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the accounting reference date of the Company; or                                                                                                                                                                               



| | (c) |  | (with regard to an increase only) a breach of this agreement
or the Tax Deeds by a member of the Buyers Group.
| | --- |  | ---------------------------------------------------------------------------------------------------------------



|3.3 |  | The Seller shall have no liability in respect of a Claim to the extent
that:
|--- |  | ----------------------------------------------------------------------------



| | (a) |  | the loss or damage giving rise to the Claim is recovered by
the Buyers Group under any policy of insurance;                                                                                                                                                                                              
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | a member of the Buyers Group has recovered the loss or
damage giving rise to the Claim from some other person;                                                                                                                                                                                           
|
| | (c) |  | the circumstances to which the Claim relates have been
expressly reserved for or noted in, the Accounts;                                                                                                                                                                                                  
|
| | (d) |  | the breach in respect of which the Claim is made is
remediable by the Seller (unless the Seller is given written notice
by the Buyer of the circumstances to which the Claim relates as soon
as reasonably practicable and it is not remedied within 30 days of
the date on which the notice is received);
|
| | (e) |  | the quantum of such Claim has been included in the
Adjustments or Agreed Errors under clauses 6.4, 6.5, 6.6 and 6.7;
and                                                                                                                                                                                  
|
| | (f) |  | the Buyer has recovered from the Sellers Group pursuant to a
specific indemnity contained in this agreement including, for the
avoidance of doubt, clauses 7.7, 7.8, 7.9, 7.10, 7.11 and 7.12.                                                                                                           

-74-



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##### 





|4.  |  | Limitations applying to Tax Claims                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Seller shall not be liable in respect of any Tax Claim to the extent
of any recovery by the Buyer under the Tax Deeds in respect of, or
arising from, the same Tax Claim.                                                                                                                                                                                                                                     
|   
|5.  |  | Threshold for Claims                                                                                                                                                                                                                                                                                                                                                                                              
|   
|5.1 |  | The Seller shall have no liability in respect of a Claim unless and until
the amount that would otherwise be recoverable in respect of the Claim
when aggregated with all other amounts owing by that Seller as a result of
other substantiated Claims exceeds the Claims Threshold (provided that no
Claim less than or equal to £15,000 shall be included in such aggregate
amount).                            
|   
|5.2 |  | If the Claims Threshold is exceeded, the Seller shall be liable for the
total amount of such Claims and shall not be limited to the excess over
the Claims Threshold.                                                                                                                                                                                                                                             
|   
|6.  |  | Ceiling on Claims                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|6.1 |  | The maximum aggregate liability of the Seller in respect of all Warranty
Claims and Tax Claims shall not exceed the aggregate sum of £7,200,000
plus, to the extent payable to the Seller, the Deferred Consideration and,
to the extent payable to the Seller, the Earn-Out Consideration received
by the Seller, if any.                                                                                        
|   
|6.2 |  | If the Seller is required to pay or reimburse the Buyers reasonable
legal and other professional fees and expenses the cost of those fees and
expenses shall be included in the maximum aggregate liability referred to
in sub-paragraph 6.1 above.                                                                                                                                                              
|   
|7.  |  | Time limits                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | A Claim shall not be brought against the Seller unless written notice of
the breach specifying the amount claimed, identifying the provisions of
this agreement which the Buyer alleges have been breached and describing
the relevant circumstances in reasonable detail is given to the Seller
before the relevant Expiry Date and the Buyer issues proceedings within
12 months of sending such written notice.
|   
|8.  |  | Recovery                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|8.1 |  | The Buyer shall procure that if as a result of circumstances giving rise
to a Claim a member of the Buyers Group is entitled to receive a benefit
from a third party that member of the Buyers Group shall:                                                                                                                                                                                                     



| | (a) |  | take all reasonable steps to obtain the benefit (it being
understood, however, that the Buyer shall have no obligation to take
any such steps prior to asserting a Claim hereunder); and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | subject to the following provisions of this paragraph,
account to the Seller for an amount equal to the value of the
benefit received.                                                  

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##### 





|8.2 |  | The Buyer shall not be required as a result of sub-paragraph 8.1(b) to
account to the Seller for an amount in excess of the aggregate of amounts
actually paid by the Seller to the Buyer in respect of Claims.                                                                                    
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.  |  | Conduct of matters giving rise to Claims or recovery                                                                                                                                                                                                                                               
|   
|9.1 |  | The Buyer shall procure that, if a member of the Buyers Group becomes
aware of circumstances which might give rise to a Claim or that it is or
may be entitled to make a recovery from a third party in respect of
circumstances which have given or are likely to give rise to a Claim, it
shall:



| | (a) |  | not admit or concede liability or agree a compromise or
settlement with a third party without first obtaining the Sellers
written agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | give the Seller and its advisers reasonable access to the
premises and personnel of any member of the Buyers Group and
opportunity to examine and copy relevant documents and records and
photograph premises, assets or personnel within the control of any
member of the Buyers Group and, if required by the Seller, procure
that all such personnel within the Buyers Group having knowledge of
or involvement with the facts and circumstances giving rise to the
claim affords the Seller all reasonable assistance to properly
resist, contest, defend or appeal against the Claim;
|
| | (c) |  | take such action as the Seller reasonably requires in
relation to the Claim and permit the Seller (in its own name or in
the name of a member of the Buyers Group or in any combination of
those names) to conduct, settle, compromise, defend or appeal
relevant proceedings and to enforce any relevant rights and
entitlements; provided that the Seller shall not settle or
compromise any action in a way that would require any action other
than the payment of monetary damages with the consent of the Buyer.                                                                      



|9.2 |  | Without prejudice to the provisions of sub-paragraph 9.1 where, having
discharged a liability arising in respect of a Claim, the Seller requests
the assignment to it of any right of the Buyer or of the Company to make
recovery in whole or in part from any third party, the Buyer will assign
or procure the assignment to the Seller of such right and, if that right
is not legally capable of effective assignment, will pursue such right on
behalf of the Seller and forthwith promptly pay over and account to the
Seller all amounts recovered.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.3 |  | The Buyer shall procure that each member of the Buyers Group shall
preserve within its control originals (where it is so entitled) or (in
every other case) copies of all documents and other information relevant
to matters which may give rise to a Claim or a right of recovery from a
third party in respect of matters which may give rise to a Claim.                                                                                                                                                                                              
|   
|10. |  | Mitigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | Nothing in this schedule restricts the general obligation at law to
mitigate loss or damage.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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##### 



SCHEDULE 5
Action Pending Completion

The Seller should be able to perform the actions set out in this schedule 5
with the prior consent of a nominated person appointed by the Buyer (such
consent to be given or withheld in the Buyers sole discretion).

The Seller shall ensure that each Group Company shall other than as expressly
set out in this agreement (including, without limitation, schedule 9):



|1.   |  | not create, allot, issue, acquire, reduce, repay or redeem any share or
loan capital or agree. arrange or undertake to do any of those things, or
acquire or agree to acquire an interest in an undertaking (as defined by
section 259 of the Companies Acts 1985);                      
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|2.   |  | operate its business in the usual way so as to maintain that business as
a going concern;                                                                                                                                                                                                
|    
|3.   |  | not acquire or dispose of; or agree to acquire or dispose of, an asset
except in the usual course of its trade or assume or incur, or agree to
assume or incur, a liability, obligation or expense (actual or contingent)
except in the usual course of its trade;                       
|    
|4.   |  | not acquire or agree to acquire an asset for an amount which is higher
than open market arms length value;                                                                                                                                                                              
|    
|5.   |  | make, or agree to make, capital expenditure of in total £50,000 (or its
equivalent in pounds sterling at the time) or incur, or agree to incur, a
commitment or connected commitments involving capital expenditure of in
total £50,000;                                                 
|    
|6.   |  | not declare, pay or make a dividend or distribution except to the extent
provided for in the accounts;                                                                                                                                                                                   
|    
|7.   |  | not pass a shareholders resolution (except for those representing the
ordinary business of an annual general meeting);                                                                                                                                                                  
|    
|8.   |  | not create, or agree to create, an Encumbrance over an asset or redeem,
or agree to redeem, an existing Encumbrance over an asset;                                                                                                                                                       
|    
|9.   |  | not pay, loan, dividend or advance any amount to, or for the account or
benefit of, or sell, transfer or lease any of its assets to, or for the
account or benefit of, any member of the Sellers Group;                                                                                 
|    
|10.  |  | continue each Policy (as defined in paragraph 9.1 of schedule 3) and not
do or omit to do anything which would make a Policy void or voidable or
might result in an increase in the premium payable under a Policy or
prejudice the ability to effect equivalent insurance in the future;
|    
|11.  |  | in relation to each of the Properties:                                                                                                                                                                                                                                                   
|    
|11.1 |  | not apply for a Permit or implement a Permit already obtained but not implemented;                                                                                                                                                                                                       

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##### 





|11.2 |  | not change its existing use;                                                                                                                                                                                                                                                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|11.3 |  | not terminate, or give a notice to terminate, a lease, tenancy or licence;                                                                                                                                                                                                                                                 
|    
|11.4 |  | not apply for consent to do something requiring consent under a lease, tenancy or licence;                                                                                                                                                                                                                                 
|    
|11.5 |  | not grant or refuse an application by a tenant, licensee or occupier to
do something requiring its consent under a lease, tenancy or licence;                                                                                                                                                                              
|    
|11.6 |  | not agree a new rent or fee payable under a lease, tenancy or licence;                                                                                                                                                                                                                                                     
|    
|12.  |  | not enter into a material long-term, onerous or unusual agreement,
arrangement or obligation (including an agreement, arrangement or
obligation of the type referred to in paragraph 10.4 of schedule 3);                                                                                                                  
|    
|13.  |  | not amend or terminate or suffer the termination of any material
agreements, arrangements or obligations to which it is a party that
individually or in the aggregate account for at least £50,000 of annual
revenue or expense (including without limitation agreements, arrangements
or obligations involving customers);
|    
|14.  |  | not amend the terms of employment or engagement of any Worker (except in
the usual course of its business) or provide, or agree to provide, a
gratuitous payment or benefit to any Worker (or any of their dependants)
or employ, engage, or terminate the employment or engagement of, a person;                          
|    
|15.  |  | not amend, or agree to amend, the terms of its borrowing or indebtedness
in the nature of borrowing or create, incur, or agree to create or incur,
borrowing or indebtedness in the nature of borrowing (including in each
case inter group);                                                                              
|    
|16.  |  | not give, or agree to give, a guarantee, indemnity or other agreement to
secure, or incur financial or other obligations with respect to, another
persons obligation;                                                                                                                                                     
|    
|17.  |  | not amend or discontinue (wholly or partly) a Disclosed Scheme (as
defined in paragraph 19 of schedule 3) or plan, propose or intend to
amend, discontinue (wholly or partly), or exercise a discretion in
relation to a Disclosed Scheme;                                                                                 
|    
|18.  |  | not start litigation or arbitration proceedings;                                                                                                                                                                                                                                                                           
|    
|19.  |  | except in the usual course of its trade, not compromise, settle, release,
discharge or compound litigation or arbitration proceedings or a
liability, claim, action, demand or dispute, or waive a right in relation
to litigation or arbitration proceedings;                                                             
|    
|20.  |  | conduct its business in all material respects in accordance with all
applicable legal and administrative requirements in any jurisdiction;                                                                                                                                                                                 
|    
|21.  |  | not enter into an agreement, arrangement or obligation (legally
enforceable or not) in which the Seller, another Group Company, a director
or former director of a Group Company or a person connected with any of
them is interested;                                                                                     

-78-



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##### 





|22. |  | not make a payment out of a bank account except where the payment is in
the usual course of its trade and not make payments in the usual course of
trade which exceed in total £50,000 (or its equivalent at the time); and                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|23. |  | not pay nor incur any obligation to pay any service, management or
similar charges or any interest or amount in the nature of interest to any
other person or incur any liability to make such a payment to any member
of the Sellers Group whatsoever;
|   
|24. |  | keep proper records and make therein true and complete entries of all its
dealings and transactions;                                                                                                                                                    
|   
|25. |  | make any change in any method of accounting or accounting practice or
policy other than in accordance with UK GAAP or make any material tax
election or settle, or compromise, any material tax liability;                                              
|   
|26. |  | not amend its memorandum or articles of association;                                                                                                                                                                                                    
|   
|27. |  | not grant any person a power of attorney; and                                                                                                                                                                                                           
|   
|28. |  | not write down inventory or accounts receivable, except in the ordinary
course of business consistent with past practice.                                                                                                                               

-79-



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##### 



SCHEDULE 6
London Property

The London Property, particulars of which are set out in the Lease.

-80-



---



##### 



SCHEDULE 7
Pensions



|1.  |  | INTERPRETATION                                                                                                                                                                                                                                                              
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 |  | In this schedule the following words and expressions shall unless the
context otherwise requires have the following meanings:                                                                                                                                               
|   
|    |  | Approvedmeans approved for tax purposes by the Inland Revenue under
Chapter I of Part XIV of the TA (as an exempt approved scheme); and
Approvalshall have a corresponding meaning;                                                                                     
|   
|    |  | Deedmeans the Supplemental Definitive Deed and Rules of the Disclosed
Scheme dated 17 March 1999;                                                                                                                                                                         
|   
|    |  | Member Employeesmeans those employees of Gains UK who are active Full
Members (as defined in the Deed) of, or in a waiting period prior to
joining, the Disclosed Scheme immediately prior to Completion and who
remain employed by Gains UK immediately after Completion;
|   
|    |  | Membership Transfer Datemeans the day falling twelve months after the
Completion Date or such other date as is agreed in writing between the
Seller and the Buyer (subject to Approval of the Disclosed Scheme not
being prejudiced);                                     
|   
|    |  | Transitional Periodmeans the period commencing on the Completion Date
and ending on the day immediately before the Membership Transfer Date
(both days inclusive);                                                                                                        
|   
|    |  | exempt approved scheme", relevant benefitsand retirement benefits
schemehave the same meanings as in the TA;                                                                                                                                                           
|   
|    |  | Non-Qualifying Member", Short Service Benefitand Qualifying Member
have the same meanings as in the Deed.                                                                                                                                                              
|   
|    |  | References in this schedule to paragraphs are to paragraphs in this
schedule.                                                                                                                                                                                               
|   
|1.2 |  | Headings in this schedule are for ease of reference only and shall not
affect its interpretation.                                                                                                                                                                           
|   
|2.  |  | THE DISCLOSED SCHEME                                                                                                                                                                                                                                                        
|   
|2.1 |  | The Seller undertakes with the Buyer that:                                                                                                                                                                                                                                  



| | (a) |  | it will procure that Gains UK may remain a participating
employer in the Disclosed Scheme, in accordance with clause 19 of
the Deed, in respect of the Member Employees during the Transitional
Period subject to:
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i)  |  | the approval of the Inland Revenue if required
(which approval the Seller and the Buyer shall use their
respective reasonable endeavours to obtain);
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the Buyer and Gains UK complying in all material
respects with the undertakings given in paragraph 2.2; and                                         

-81-



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##### 





| | (iii) |  | the written approval of the trustees and the
principal employer of the Disclosed Scheme, for the temporary
participation of Gains UK for the Transitional Period, which
the Seller will use its best endeavours to obtain within four
weeks of Completion Date;
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | until the Membership Transfer Date it will:
| | --- |  | -------------------------------------------



| | (i)   |  | not do or omit to do anything which would
prejudice Approval of the Disclosed Scheme;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | procure that the Disclosed Scheme is not
terminated or wound up during the Transitional Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (iii) |  | not exercise any discretion, power, or take any
action under or in relation to the Disclosed Scheme which
would adversely affect the relevant benefits of any Member
Employees under the Disclosed Scheme without the prior written
consent of the Buyer (such consent not to be unreasonably
withheld);                                                                                                                                                                                                                                                                                       
|
| | (iv)  |  | not alter the rules of the Disclosed Scheme nor
exercise any discretion or power to increase the obligations
of Gains UK as a participating employer or any of the Member
Employees;                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (v)   |  | procure that any Member Employee who for any
reason during the Transitional Period becomes eligible for or
entitled to a benefit under the Disclosed Scheme whether
subject to the consent of the trustees, the Seller or
otherwise (including, for the avoidance of doubt, an early
retirement pension on the terms set out in the Disclosed
Scheme) shall (subject to the consent of the Buyer) receive
fair and equal treatment as a member of the Disclosed Scheme
and be granted such benefit without further contribution being
required by the Buyer or Gains UK or the Member Employee;



| |     |  | and the Seller will indemnify the Buyer against all liabilities,
damages, costs, losses and expenses arising out of any claim
against the Buyer or Gains UK by a Member Employee in respect of
any failure by the Seller to comply with the foregoing provisions;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | it will provide to the Buyer such information as the Buyer
requests to enable it to observe the provisions of paragraph 2.2
(including without limitation membership details relating to the
Member Employees);                                                  
|
| | (d) |  | no demand for contributions at a rate in excess of the rate
specified in paragraph 2.2 below or any other payments in respect of
the Disclosed Scheme shall be made of the Buyer.                                                                                



|2.2 |  | The Buyer undertakes, subject to compliance by the Seller with its
material obligations under this schedule, to procure that Gains UK will:
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------

-82-



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##### 





| | (a) |  | permit the Member Employees (while such Member Employees
continue to be employees of Gains UK) to remain as active members of
the Disclosed Scheme during the Transitional Period;                                                                                                                                                                                                                                                                                                                                                
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | in respect of the Transitional Period pay to the Disclosed
Scheme, in respect of the Member Employees, at the rate of six per
cent. of pensionable salary (as defined in the Disclosed Scheme)
(employer contributions) together with any additional voluntary
contributions of Member Employees, on the date on which, as at the
date of this agreement, it currently pays the said contributions and
in any event within 19 days of the end of the calendar month in
respect of the contributions due and payable in such month;
|
| | (c) |  | comply during the Transitional Period in all other material
respects with the provisions of the Disclosed Scheme and the
obligations imposed on an employer in relation to the Disclosed
Scheme by relevant legislation;                                                                                                                                                                                                                                                                                                          
|
| | (d) |  | not do or omit to do any act or thing whereby the Approval of
the Disclosed Scheme would or might be prejudiced;                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (e) |  | not exercise any right, power or discretion conferred on
Gains UK by the Disclosed Scheme except with the prior written
approval of the Seller (not to be unreasonably withheld or delayed).                                                                                                                                                                                                                                                                                                                                      
|
| | (f) |  | not allow any other employees of Gains UK apart from the
Member Employees to become active members of the Disclosed Scheme.                                                                                                                                                                                                                                                                                                                                                                                                       



|2.3 |  | Each of the Seller and the Buyer agrees that it will from time to time
execute (and, in the case of the Seller, procure the execution by the
trustees of the Disclosed Scheme of) all deeds, documents, agreements,
consents or approvals for the purpose of complying with its obligations
under this paragraph 2 as may be reasonably considered necessary or
desirable by the other party.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.4 |  | On and with effect from the Membership Transfer Date:                                                                                                                                                                                                                                                                                                                                        



| | (a) |  | those Member Employees who immediately prior to the
Membership Transfer Date were active members of the Disclosed Scheme
shall cease to be active members of the Disclosed Scheme; and                         
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the obligations of the Seller and the Buyer under this
paragraph 2 shall terminate without prejudice to any obligation of
either of the parties under this schedule which remains to be
fulfilled at that date.



|2.5 |  | If a Member Employee who is still employed by Gains UK as at Membership
Transfer Date becomes a Non-Qualifying Member on or after Membership
Transfer Date, Gains UK shall request, and the Seller shall use its best
endeavours to procure that the trustees of the Disclosed Scheme consent,
under rule 12(b) of the Deed, to the provision in respect of this Member
Employee of the whole Short Service Benefit to which he would have been
entitled if he were a Qualifying Member. The cost to the Disclosed Scheme
of the provision of this benefit, if any, shall be borne equally between
the Buyer and the Seller.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-83-



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##### 





|3.  |  | LIFE ASSURANCE                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.1 |  | It is agreed that, on and from Completion the Buyer and not the Disclosed
Scheme will provide Member Employees with life assurance benefits.

-84-



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##### 



SCHEDULE 8
Clause 2.11 Dispute Procedure



|1. |  | The Buyer shall notify the Seller, as soon as reasonably practicable
after such Reorganisation (defined in clause 2.11(a) of the agreement) has
occurred, of the figure which represents such portion of the Second
Earn-Out Consideration referred to in clause 2.11(a)(iv).
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Seller shall notify the Buyer within 20 Business Days of receipt of
such draft figure whether or not it accepts it for the purposes of this
agreement.                                                                                                                     
|  
|3. |  | If the Seller notifies the Buyer that it does do not accept such figure:                                                                                                                                                                                                       



| | (a) |  | it shall, at the same time, set out in a notice in writing
its reasons in full for such non-acceptance and deliver a copy of
such notice to the Buyer; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the parties shall use all reasonable endeavours to meet and
discuss the objections of the Seller and to reach agreement upon the
draft Figure.            



|4. |  | If the Seller is satisfied with the draft figure (either as originally
submitted or after adjustments agreed between the Seller and the Buyer) or
if the Seller fails to notify the Buyer of its non-acceptance of the draft
figure within the 20 Business Day period referred to in 2 above, then the
draft figure shall be final for the purposes of this agreement,                                                                                                                                                                                                                                                                                        
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | If the Seller and the Buyer do not reach agreement within 15 Business
Days of the Sellers notice of non-acceptance pursuant to 3 above then the
matter in dispute shall be referred, on the application of either party,
for determination by an independent firm of internationally recognised
chartered accountants to be agreed upon by the Seller and the Buyer or,
failing agreement, to be selected, on the application of either the Seller
or the Buyer, by the President for the time being of the Institute of
Chartered Accountants in England and Wales or his duly appointed deputy.
The following provisions shall apply to such determination:



| | (a) |  | the Buyer and/or the Buyers selected accountants and the
Seller and/or the Sellers selected accountants shall each promptly
prepare a written statement on the matters in dispute which
(together with the relevant documents) shall be submitted to such
independent firm for determination;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | in giving such determination, the firm shall state what
adjustments (if any) are necessary to the draft figure in respect of
the matter in dispute in order to comply with the requirements of
this agreement;                                                                                 
|
| | (c) |  | any such firm shall act as an expert (and not as an
arbitrator) in making any such determination which shall be final
and binding on the parties (in the absence of manifest error);                                                                                                           
|
| | (d) |  | each party shall bear the costs and expenses of all counsel
and other advisers, witnesses and employees retained by it and the
costs and the expenses of the independent firm of accountants shall
be borne between the Seller and the Buyer in                                                

-85-



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##### 





| |  |  | such proportions as the firm shall in its discretion determine or,
in the absence of any such determination, equally between the
Seller and the Buyer.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|5.2 |  | When the Seller and the Buyer reach (or pursuant to 4 above are deemed to
reach) agreement, such figure shall constitute the final portion (as
referred to in clause 2.11(a)(iv) of this agreement, for the purposes of
this agreement.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-86-



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##### 



SCHEDULE 9
Accounts Date Balance Sheet and Adjustments

Amounts set forth below are (except where specifically noted) subject to
adjustment upon audit or in accordance with clause 6.

Applicable exchange rates are not subject to adjustment and reflect exchange
rates in effect at 31 December 2002.

Exchange rates are as follows:

USD to £1.6099
HKD to £12.5546
AUD to HKD 4.3828
S$ to HKD 4.4982

The following adjustments are to be made in the order in which they are set out
below.



|A. |  | Reclassification of the USA business debtors balance of £266,848 to
Pre-Closing Seller Liabilities.                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|B. |  | Reclassification of the (£204,333) provision against USA business debtors
to Pre-Closing Seller Liabilities.                                                                                                                  
|  
|C. |  | Reclassification of the £186,950 accrual in respect of all bonus and
sales commission programmes to Pre-Closing Seller Liabilities.                                                                                           
|  
|D. |  | Reclassification of the £162,000 accrual in respect of the unpaid
purchase price to Norwood Adams to Pre-Closing Seller Liabilities.                                                                                          
|  
|E. |  | Reclassification of the £51,363 accrual in respect of corporation tax
payable on the profits of Gains HK and the Subsidiaries to Pre-Closing
Seller Liabilities.                                                            
|  
|F. |  | Reclassification of Tullett of the £441,022 accrual in respect of the
Universal Service Fund contribution and other US federal state or
municipal taxes and any related surcharges, fines, penalties and interest.            
|  
|G. |  | Record £300,000 (not subject to any adjustment) as a trade debtor in
respect of trade debts of the Tullett Group and (£300,000) (not subject to
any adjustment) as a Pre-Closing Seller Liability.)                           
|  
|H. |  | Reclassification of £63,784 in respect of US sales tax payable (or such
other reclassification as shall result in an accrual of £70,000 (not
subject to any adjustment) in respect thereof) to Pre-Closing Seller
Liabilities.
|  
|I. |  | Reclassification of £1,608,400 to offset all accounts payable and
communications accruals balances in excess of 45 days (such period not
subject to any adjustment) to Pre-Closing Seller Liabilities.                        
|  
|J. |  | Reclassification of £1,421,079 in respect of intercompany obligations to
Tullett as follows:                                                                                                                                  

-87-



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##### 





| | (i)  |  | £1,200,000 (not subject to any adjustment) to
long-term debt in respect of the Agreed Loan; and
| | ---- |  | -----------------------------------------------------------------------------------------------
|
| | (ii) |  | £221,079 to Additional Share Capital on Sale.                                                  



|K. |  | Reclassification of £1,211,826 from cash to Pre-Closing Seller
Liabilities.                                                                          
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|  
|L. |  | In order for the Companies to have sufficient cash to fully offset
Pre-Closing Seller Liabilities, Tullett shall fund £1,539,178 in cash (as
equity).

The attached balance sheet illustrates the Adjustments.

For the purpose of this schedule 9 Pre-Closing Seller Liabilities means
liabilities incurred prior to 31 December 2002 as shown on the attached balance
sheet (subject to adjustment upon audit or in accordance with clause 6).

-88-



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##### 



SCHEDULE 10
Accounting Policies and Procedures for the 2003 Accounts



|1. |  | General Requirements
|-- |  | --------------------

The 2003 Accounts shall, in order of priority:



|1.1 |  | be prepared in accordance with the specific accounting policies set out
in paragraph 2 below and so that, in the case of any conflict, such
accounting policies shall override the provisions of paragraphs 1.2 and
1.3 below;                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.2 |  | (except as otherwise specifically provided in this schedule) be prepared in accordance with Generally Accepted Accounting Standards, Principles and
Policies in the United Kingdom and so that, in the case of any conflict,
such accounting policies shall override the provisions of paragraph 1.3
below;
|   
|1.3 |  | (except as otherwise specifically provided in this schedule) be prepared on a basis consistent with those specified on the face of the Accounts to
have been applied in the preparation of the Accounts;                                                                                                   
|   
|2.  |  | Accounting Policies                                                                                                                                                                                                                                                                                        
|   
|    |  | The following accounting policies shall be applied:                                                                                                                                                                                                                                                        
|   
|    |  | The 2003 Accounts shall be prepared in accordance with Generally Accepted
Accounting Practice in the United Kingdom on a basis consistent with that
used in preparing the 2001 Gains UKs audited accounts.                                                                                                

-89-



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##### 



SCHEDULE 11
Buyers Warranties

Part 1



|1. |  | Each Buyer is a company duly incorporated and validly existing under the
laws of Delaware, USA;                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Each Buyer has the requisite corporate power and authority under its
constitution to enter into, execute, deliver and perform its obligations
under this agreement and the Transaction Documents;                                   
|  
|3. |  | The execution and delivery of this agreement, and the Transaction
Documents and the performance of each of the Buyers obligations under
them have been duly authorised by all necessary corporate action on their
respective parts;
|  
|4. |  | This agreement and the Transaction Documents to which each Buyer is party
will, when executed, be enforceable obligations of such Buyer in
accordance with their terms;                                                             
|  
|5. |  | Neither the execution nor the performance by each of the Buyers of this
agreement or the Transaction Documents to which it is party will result
in:                                                                                 



| | (a) |  | any breach or violations by such Buyer of any provision of
its constitution; or                                                                                                                                                                                                                                                                                                            
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | so far as the Buyer is aware, conflict with, or result in a
breach of, or give rise to an event of default or revocation under,
or require the consent of a person under, or enable a person to
terminate, or relieve a person from an obligation under an
agreement, arrangement or obligation to which the Buyer is a party
or a legal or administrative requirement in any jurisdiction.



|6. |  | Each Buyer shall indemnify the Seller, and shall hold it harmless from,
any loss, liability, third-party claim, damage or expense (including
reasonable legal fees and expenses) arising from any breach on the part of
either Buyer of any of the warranties given by each Buyer in paragraphs 1
to 6 inclusive. The maximum aggregate liability of the Buyer in respect of
all claims under the Buyers Warranties shall not exceed the aggregate sum
of £7,200,000 plus, to the extent payable to the Seller, the Deferred
Consideration and, to the extent payable to the Seller, the Earn-Out
Consideration received by the Seller, if any.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-90-



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##### 



Part 2

Conduct of matters giving rise to claims or recovery under the Buyers Warranties



|1. |  | The Seller shall procure that, if a member of the Sellers Group becomes
aware of circumstances which might give rise to a claim under the Buyers
Warranties or that it is or may be entitled to make a recovery from a
third party in respect of circumstances which have given or are likely to
give rise to such a claim, it shall:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | not admit or concede liability or agree a compromise or
settlement with a third party without first obtaining the Buyers
written agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | give the Buyer and its advisers reasonable access to the
premises and personnel of any member of the Sellers Group and
opportunity to examine and copy relevant documents and records and
photograph premises, assets or personnel within the control of any
member of the Sellers Group and, if required by the Buyer , procure
that all such personnel within the Sellers Group having knowledge
of or involvement with the facts and circumstances giving rise to
the claim affords the Buyer all reasonable assistance to properly
resist, contest, defend or appeal against the claim;
|
| | (c) |  | take such action as the Buyer reasonably requires in relation
to the claim under the Buyers Warranties and permit the Buyer (in
its own name or in the name of a member of the Sellers Group or in
any combination of those names) to conduct, settle, compromise,
defend or appeal relevant proceedings and to enforce any relevant
rights and entitlements; provided that the Buyer shall not settle or
compromise any action in a way that would require any action other
than the payment of monetary damages with the consent of the Seller.                                           

Without prejudice to the provisions of sub-paragraph 1 above under the Buyers
Warranties where, having discharged a liability arising in respect of a claim
under the Buyers Warranties, the Buyer requests the assignment to it of any
right of the Seller or of the Company to make recovery in whole or in part from
any third party, the Seller will assign or procure the assignment to the Buyer
of such right and, if that right is not legally capable of effective
assignment, will pursue such right on behalf of the Buyer and forthwith
promptly pay over and account to the Buyer all amounts recovered.

The Seller shall procure that each member of the Sellers Group shall preserve
within its control originals (where it is so entitled) or (in every other case)
copies of all documents and other information relevant to matters which may
give rise to a claim under the Buyers Warranties or a right of recovery from a
third party in respect of matters which may give rise to such a claim under the
Buyers Warranties.

-91-



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##### 



|                                                                      |  |       |  |                           
|--------------------------------------------------------------------- |  | ----- |  | --------------------------
|Signed by
for and on behalf of GAINS
ACQUISITION CORP.                |  | )
)
) |  | SIGNED by Joseph Gleberman
|                                                                      |  |       |  |                           
|                                                                      |  |       |  | /S/ Joseph Gleberman      
|                                                                      |  |       |  |                           
|                                                                      |  |       |  |                           
|Signed by
for and on behalf of GAINS ASIA
ACQUISITION CORP.           |  | )
)
) |  | SIGNED by Joseph Gleberman
|                                                                      |  |       |  |                           
|                                                                      |  |       |  | /S/ Joseph Gleberman      
|                                                                      |  |       |  |                           
|                                                                      |  |       |  |                           
|Signed by
for and on behalf of GAINS
INTERNATIONAL INFOCOMHOLDINGS
BV |  | )
)
) |  | SIGNED by Geoff Chapman   
|                                                                      |  |       |  |                           
|                                                                      |  |       |  | /S/ Geoff Chapman         
|                                                                      |  |       |  |                           

-92-