exv10w3



 





Exhibit 10.3




CONFORMED COPY









Placing Agreement



PlusNet PLC



and



The Executive Directors



and



The Non-Executive Directors



and



Insight Direct (GB) Limited



and



Insight Enterprises Inc.



and



Robert W. Baird Limited



8 July 2004



 









 





CONTENTS




	 	 	 	 	 
	CLAUSE
	 	PAGE

	1.     DEFINITIONS AND INTERPRETATION
	 	 	2	 
	2.     CONDITIONS
	 	 	6	 
	3.     APPOINTMENT OF BAIRD AS AGENT
	 	 	7	 
	4.     PLACING BY BAIRD OF SALE SHARES
	 	 	7	 
	5.     PLACING BY BAIRD OF SUBSCRIPTION SHARES
	 	 	8	 
	6.     APPLICATION FOR ADMISSION AND APPLICATION TO CREST
	 	 	8	 
	7.     DOCUMENT DELIVERY
	 	 	9	 
	8.     SUPPLEMENTARY ADMISSION DOCUMENT
	 	 	9	 
	9.     REGISTRATION AND PAYMENT
	 	 	10	 
	10.   FEES, COMMISSIONS AND EXPENSES AND SUBSCRIPTION
	 	 	11	 
	11.   WARRANTIES
	 	 	13	 
	12.   INDEMNITY
	 	 	15	 
	13.   TAXATION INDEMNITY
	 	 	17	 
	14.   WARRANTIES AND INDEMNITIES — GENERAL PROVISIONS
	 	 	17	 
	15.   TERMINATION
	 	 	17	 
	16.   ANNOUNCEMENTS AND INFORMATION
	 	 	18	 
	17.   TIME OF ESSENCE
	 	 	19	 
	18.   WAIVER
	 	 	19	 
	19.   INVALIDITY AND SEVERABILITY
	 	 	19	 
	20.   NOTICES
	 	 	19	 
	21.   COUNTERPARTS
	 	 	21	 
	22.   ENTIRE AGREEMENT
	 	 	21	 
	23.   ASSIGNMENT
	 	 	21	 
	24.   RIGHTS OF THIRD PARTIES
	 	 	22	 
	25.   GOVERNING LAW AND JURISDICTION
	 	 	22	 
	SCHEDULE 1
	 	 	23	 
	Part A — The Executive Directors
	 	 	23	 
	Part B — The Non-Executive Directors
	 	 	23	 
	SCHEDULE 2
	 	 	24	 
	Warranties
	 	 	24	 
	SCHEDULE 3
	 	 	33	 
	Tax Indemnity
	 	 	33	 
	SCHEDULE 4
	 	 	40	 
	Confirmation Letter
	 	 	40	 
	SCHEDULE 5
	 	 	41	 
	Documents
	 	 	41	 







AGREED FORM DOCUMENTS


1.   Admission Document

2.   Dealing Code

3.   Insurance Brokers’ Letter

4.   Legal Due Diligence Report

5.   Long Form Report

6.   Nominated Adviser Agreement

7.   Orderly Marketing Deeds

8.   Placing Letter

9.   Presentation

10. Pricing Announcement

11. Resolution

12. Short Form Report

13. Statement of Adjustments

14. Working Capital Report



 









 





THIS AGREEMENT is made on 8 July 2004




BETWEEN:





	(1)	 	PLUSNET PLC (No. 3279013) whose registered office is at Technology
Building, Terry Street, Sheffield S9 2BU (the “Company”);
	 
	(1)	 	THE EXECUTIVE DIRECTORS of the Company whose names and addresses are set
out in part A of schedule 1;
	 
	(2)	 	THE NON-EXECUTIVE DIRECTORS of the Company whose names and addresses are
set out in part B of schedule 1;
	 
	(3)	 	INSIGHT DIRECT (GB) LIMITED (No. 3604424) whose registered office is
Technology Building, Insight Campus, Terry Street, Sheffield S9 2BU
(“Insight Direct”);
	 
	(4)	 	INSIGHT ENTERPRISES INC., a company organised under the laws of the state
of Arizona whose offices are at 1305 West Auto Drive, Tempe, Arizona
85284, USA (“Insight”); and
	 
	(5)	 	ROBERT W. BAIRD LIMITED (No. 1745463) whose registered office is at Mint
House, 77 Mansell Street, London E1 8AF (“Baird”).





RECITALS





	(A)	 	The Company is a public company limited by shares. Details of the
Company’s incorporation, registration and share capital are set out in
Part VI of the Admission Document.
	 
	(B)	 	Following the passing of the Resolution, the authorised share capital of
the Company will be £100,000.00 divided into 50,000,000 Ordinary Shares
and Insight Direct will be the registered and beneficial owner of
23,750,000 Ordinary Shares.
	 
	(C)	 	On the terms and subject to the conditions referred to in this agreement,
Insight Direct has agreed to sell 11,111,111 Ordinary Shares and the
Company proposes to raise additional working capital by the issue of
2,450,102 Ordinary Shares for cash and to obtain admission to trading on
AIM of its ordinary share capital in issue and to be issued pursuant to
the Placing.
	 
	(D)	 	In reliance upon the various representations, warranties, covenants,
indemnities and undertakings contained in this agreement, Baird has agreed
on the terms and subject to the conditions set out in this agreement to
effect the Placing and:






	 	(1)	 	as agent for Insight Direct, to use its reasonable endeavours
to procure buyers for the Sale Shares;
	 
	 	(2)	 	as agent for the Company, to use its reasonable endeavours to
procure subscribers for the Subscription Shares (other than the
Committed Shares); and
	 
	 	(3)	 	as principal, to purchase any Sale Shares for which it is
unable to procure buyers and to subscribe for any Subscription
Shares (other than the Committed Shares) for which it is unable to
procure subscribers,






	 	 	in each case at a price of £0.90 per share.




1









 











THE PARTIES AGREE AS FOLLOWS:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this agreement (including the recitals and the schedules) the
following words and expressions shall, unless the context otherwise
requires, have the following meanings:
	 
	 	 	“Accounts Date” means 31 December 2003;
	 
	 	 	“Act” means the Companies Act 1985;
	 
	 	 	“Admission” means the admission to trading on AIM of the whole of the
ordinary share capital of the Company, issued and to be issued pursuant
to the Placing and a reference to Admission “becoming effective” is to be
construed in accordance with rule 6 of the AIM Rules;
	 
	 	 	“Admission Document” means the document comprising a prospectus in the
agreed form proposed to be published on behalf of the Company in
connection with the AIM Application as required by rule 3 of the AIM
Rules;
	 
	 	 	“AIM” means AIM, a market of the London Stock Exchange;
	 
	 	 	“AIM Application” means the application to be made to the London Stock
Exchange for Admission;
	 
	 	 	“AIM Rules” means the rules published by the London Stock Exchange
governing admission to trading on AIM and the regulation of AIM companies
as amended or reissued from time to time;
	 
	 	 	“Baird Group” means Baird, or any undertaking which is, on or after the
date of this agreement, a parent company of Baird or a subsidiary
undertaking of Baird or of any such parent company;
	 
	 	 	“Baird Shares” has the meaning given in clause 10.2(b);
	 
	 	 	“Broker” means a person appointed by the Company as broker pursuant to
rule 33 of the AIM Rules;
	 
	 	 	“Committed Shareholders” means Messrs Stafford, Makanji, Potesta, Wyse,
Sadler and Comer;
	 
	 	 	“Committed Shares” means the 297,511 Ordinary Shares which the Committed
Shareholders have agreed to subscribe pursuant to the Placing as
described in the Admission Document;
	 
	 	 	“Covenantors” means, for the purposes of schedule 3, Insight, Insight
Direct and the Executive Directors;
	 
	 	 	“CREST” means the relevant system (as defined in the Regulations) in
respect of which CRESTCo is the operator (as defined in the Regulations);
	 
	 	 	“CRESTCo” means CRESTCo Limited;
	 
	 	 	“Dealing Code” means the code for dealings in the securities of the
Company in the agreed form;
	 
	 	 	“Dealing Day” means a day upon which dealings in domestic securities may
take place on AIM with the authority of the London Stock Exchange;




2









 






	 	 	“Directors” means the Executive Directors and the Non-Executive
Directors;
	 
	 	 	“Engagement Letter” means the letter of engagement between the Company,
Insight and Baird dated 5 March 2004, relating to the appointment of
Baird as financial adviser, nominated adviser and broker in connection
with Admission and the Placing;
	 
	 	 	“Executive Directors” means the Directors named in part A of schedule 1;
	 
	 	 	“FSA” means the Financial Services Authority;
	 
	 	 	“FSMA” means the Financial Services and Markets Act 2000;
	 
	 	 	“Group” means the Company and its subsidiary undertakings;
	 
	 	 	“Indemnified Persons” means Baird or any other member of the Baird Group
and all persons who are, on or at any time after the date of this
agreement, directors, officers or employees of Baird or any other member
of the Baird Group, each of whom shall be an “Indemnified Person” for the
purposes of this agreement;
	 
	 	 	“Indemnity” means the indemnity set out in clause 12.2;
	 
	 	 	“Insight Sale Shares” has the meaning given in clause 4.1;
	 
	 	 	“Insurance Brokers’ Letter” means the letter in the agreed form from the
Company’s insurance brokers regarding the adequacy of the Group’s
insurance;
	 
	 	 	“Legal Due Diligence Report” means the legal due diligence report in the
agreed form prepared by Eversheds LLP in relation to the business of the
Group;
	 
	 	 	“Lock-in and Orderly Marketing Deed (Corporate Shareholder)” means the
orderly marketing deed in the agreed form to be entered into by Insight,
Insight Direct, Baird and the Company and relating to the disposal of
Ordinary Shares following Admission;
	 
	 	 	“Lock-in and Orderly Marketing Deed (Individuals)” means the orderly
marketing deed in the agreed form to be entered into by the persons named
therein and relating to the disposal of Ordinary Shares following
Admission;
	 
	 	 	“London Stock Exchange” means London Stock Exchange plc;
	 
	 	 	“Long Form Report” means the report on the business and affairs of the
Group prepared by the Reporting Accountants in the agreed form;
	 
	 	 	“Long Stop Date” means 31 July 2004;
	 
	 	 	“Nominated Adviser” means a person who assumes the responsibilities set
out in rule 37 and schedule 6 of the AIM Rules;
	 
	 	 	“Nominated Adviser Agreement” means the agreement in the agreed form to
be entered into between the Company, the Directors and Baird providing,
amongst other things, for the appointment of Baird as the Nominated
Adviser and broker to the Company for the purposes of the AIM Rules;
	 
	 	 	“Non-Executive Directors” means the Directors named in part B of schedule
1;
	 
	 	 	“Orderly Marketing Deeds” means the Lock-in and Orderly Marketing Deed
(Individuals) and the Lock-in and Orderly Marketing Deed (Corporate
Shareholder);
	 
	 	 	“Ordinary Shares” means ordinary shares of 0.2 pence each in the capital
of the Company;




3









 






	 	 	“Placees” means the persons whom Baird procures to subscribe for the
Subscription Shares and/or purchase the Sale Shares in accordance with
this agreement and the Selling Shareholder Agreement (including the
Committed Shareholders);
	 
	 	 	“Placing” means the proposed placing by Baird of the Placing Shares in
accordance with this agreement and the Selling Shareholder Agreement and
as more particularly described in the Admission Document;
	 
	 	 	“Placing Documents” means the Admission Document and the Placing Letter;
	 
	 	 	“Placing Letter” means collectively, the two forms of letter, each in the
agreed form to be sent by Baird to proposed Placees pursuant to the
Placing including the accompanying letter of confirmation and, where
applicable, registration schedule;
	 
	 	 	“Placing Price” means 90 pence per Placing Share;
	 
	 	 	“Placing Shares” means the Sale Shares and the Subscription Shares;
	 
	 	 	“POS Regulations” means The Public Offers of Securities Regulations 1995
(as amended);
	 
	 	 	“Presentation” means the presentation in the agreed form for use by the
Company in the marketing of the Placing to institutional and other
potential investors;
	 
	 	 	“Pricing Announcement” means the press announcement in the agreed form
giving details of, amongst other things, the Placing Price proposed to be
released on the date of this agreement;
	 
	 	 	“Properties” means the principal properties occupied by the Group as at
the date of this agreement, particulars of which are set out in the Legal
Due Diligence Report under the heading “Real Estate”;
	 
	 	 	“prospectus” means a prospectus for the purposes of the POS Regulations;
	 
	 	 	“Registrars” means Lloyds TSB Registrars;
	 
	 	 	“Regulation S” means Regulation S promulgated under the Securities Act;
	 
	 	 	“Regulations” means the Uncertificated Securities Regulations 2001 (as
amended);
	 
	 	 	“Relationship Agreement” means the agreement in the agreed form to be
entered into between the Company and Insight;
	 
	 	 	“Reporting Accountants” means KPMG LLP;
	 
	 	 	“Resolution” means the written resolution of the Company to reorganise
the share capital of the Company in the agreed form;
	 
	 	 	“Sale Shares” means the Ordinary Shares to be sold by Insight Direct
pursuant to the Placing and the Ordinary Shares to be sold by the Sellers
pursuant to the Selling Shareholder Agreement, amounting in aggregate to
11,460,117 Ordinary Shares;
	 
	 	 	“Securities Act” means the US Securities Act of 1933, as amended;
	 
	 	 	“Sellers” means the persons whose names are set out in column (1) of
schedule 1 to the Selling Shareholder Agreement;
	 
	 	 	“Selling Shareholder Agreement” means the agreement in the agreed form to
be entered into between the Sellers and Baird;




4









 






	 	 	“Short Form Report” means the report on the Group prepared by the
Reporting Accountants and to be reproduced in Part IV of the Admission
Document in the agreed form;
	 
	 	 	“Statement of Adjustments” means the statement of adjustments prepared by
the Reporting Accountants in relation to the Short Form Report in the
agreed form;
	 
	 	 	“Subscription Shares” means the 2,450,102 Ordinary Shares to be issued by
the Company and subscribed by potential placees pursuant to the Placing,
including the Committed Shares and the Baird Shares (unless the content
requires otherwise);
	 
	 	 	“Supplementary Admission Document” means any supplementary admission
document prepared in accordance with clause 8;
	 
	 	 	“Tax Indemnity” means the indemnity set out in clause 13;
	 
	 	 	“US” or “United States” means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
	 
	 	 	“Verification Notes” means the verification notes prepared by Eversheds
LLP and the Directors in connection with the Placing for the purpose of
substantiating the accuracy and completeness of the information contained
in the Admission Document and the Presentation;
	 
	 	 	“Warranties” means the warranties contained in schedule 2 and clauses
11.3 and 11.4 and “Warranty” shall be construed accordingly;
	 
	 	 	“Warrantors” means Insight, Insight Direct, the Company and the
Directors;
	 
	 	 	“Working Capital Period” means the period from Admission to 31 December
2005; and
	 
	 	 	“Working Capital Report” means the report on the cashflow and working
capital projections of the Group covering the Working Capital Period in
the agreed form.
	 
	1.2	 	In this agreement, unless otherwise specified, reference to:






	 	(a)	 	“includes” and “including” shall mean including without
limitation;
	 
	 	(b)	 	a “subsidiary undertaking” or “parent undertaking” is to be
construed in accordance with section 258 of the Act, a “subsidiary”
or “holding company” is to be construed in accordance with section
736 of the Act and an “associated company” is to be construed in
accordance with section 416 et seq. of the Income and Corporation
Taxes Act 1988;
	 
	 	(c)	 	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 the Company, Insight and Baird;
	 
	 	(d)	 	a party means a party to this agreement and includes its
permitted assignees and/or the successors in title to that part of
its undertaking which includes this agreement and, in the case of an
individual, to his or her estate and personal representatives;
	 
	 	(e)	 	a person includes any person, individual, company, firm,
corporation, government, state or agency of a state or any
undertaking or organisation (whether or not having separate legal
personality and irrespective of the jurisdiction in or under the law
of which it was incorporated or exists);




5









 






	 	(f)	 	a statute or statutory instrument or any of their provisions
is to be construed as a reference to that statute or statutory
instrument or such provision as the same may have been or may from
time to time hereafter be amended or re-enacted;
	 
	 	(g)	 	recitals, clauses, paragraphs or schedules are to recitals,
clauses and paragraphs of and schedules to this agreement. 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 recitals and the schedules;
	 
	 	(h)	 	writing shall include typewriting, printing, lithography,
photography and other modes of representing words in a legible form
(other than writing on an electronic or visual display screen) or
other writing in non-transitory form;
	 
	 	(i)	 	words denoting the singular shall include the plural and vice
versa and words denoting any gender shall include all genders; and
	 
	 	(j)	 	the time of day is reference to time in London, England.






	1.3	 	The index to and the headings in this agreement are for information only
and are to be ignored in construing the same.
	 
	2.	 	CONDITIONS
	 
	2.1	 	The obligations of Baird under clauses 4, 5 and 10.9 of this agreement
are in all respects conditional upon the satisfaction of each of the
following conditions in each case by the relevant time and/or date
referred to below (or such later time and/or date as Baird and the Company
may determine, being no later than 8.00 a.m. on the Long Stop Date):






	 	(a)	 	the Nominated Adviser Agreement, Orderly Marketing Deeds and
the Relationship Agreement being entered into by not later than the
date of this agreement;
	 
	 	(b)	 	the delivery of six copies of the Admission Document and the
completed AIM Application (in the form specified by the AIM Rules)
to the London Stock Exchange, together with the applicable fee as
required by rule 5 of the AIM Rules;
	 
	 	(c)	 	the delivery of one copy of the Admission Document to the
Registrar of Companies in England and Wales as required by
regulation 4(2) of the POS Regulations by not later than 4.00 p.m.
on the date of this agreement;
	 
	 	(d)	 	the delivery by the Company to Baird, on the day immediately
prior to Admission of a letter signed by a Director or duly
authorised officer for and on behalf of the Company, signed by a
duly authorised officer of Insight on behalf of Insight, signed by a
duly authorised director/officer on behalf of Insight Direct and
signed by all of the Directors in the form set out in schedule 4;
	 
	 	(e)	 	Admission becoming effective by not later than 8.00 a.m. on
14 July 2004;
	 
	 	(f)	 	the Sellers (or their duly appointed agents/attorneys) each
having complied with their respective obligations under the Selling
Shareholder Agreement to the extent that the same fall to be
performed prior to Admission and the Selling Shareholder Agreement
having become unconditional in all respects (other than in relation
to any condition (or part thereof) relating to this agreement having
become unconditional); and
	 
	 	(g)	 	the passing of the Resolution by the shareholders of the
Company at a duly convened extraordinary general meeting of the
Company without amendment.






	2.2	 	The Company, the Directors, Insight and Insight Direct shall (so far as
it is within their respective power or control) each use their respective
reasonable endeavours to procure




6









 






	 	 	the fulfilment of each condition set out in clause 2.1 on or before the
relevant time and/or date specified therein.
	 
	2.3	 	If any one or more of the conditions set out in clause 2.1 is not
fulfilled in all respects, or is not waived by Baird or becomes incapable
of being fulfilled (and is not so waived) on or before the required time
and/or date specified or, where no time and/or date is specified for the
fulfilment thereof, 8.00 a.m. on 14 July 2004 (or such later time and/or
date (being no later than 8.00 a.m. on the Long Stop Date) as Baird,
Insight and the Company may determine), this agreement and all obligations
of each of the parties under it shall cease to have any effect except as
provided in clause 15.2;
	 
	3.	 	APPOINTMENT OF BAIRD AS AGENT
	 
	3.1	 	Insight Direct hereby irrevocably appoints Baird to act as its agent to
procure buyers to purchase the Insight Sale Shares at the Placing Price in
accordance with and subject to the terms and conditions set out in this
agreement and in the Placing Documents. This appointment confers on
Baird, on behalf of Insight Direct, all powers, authorities and
discretions on its behalf which are necessary for, or reasonably
incidental to, the procuring of buyers for the Insight Sale Shares on such
terms and conditions as aforesaid. Insight Direct agrees to ratify and
confirm everything which Baird lawfully and properly does in the exercise
of those powers, authorities and discretions granted by the appointment
and Baird irrevocably accepts such appointment on such terms and
conditions.
	 
	3.2	 	The Company hereby irrevocably appoints Baird to act as its agent to
procure subscribers to subscribe for the Subscription Shares at the
Placing Price in accordance with and subject to the terms and conditions
set out in this agreement and in the Placing Documents. This appointment
confers on Baird, on behalf of the Company, all powers, authorities and
discretions on its behalf which are necessary for, or reasonably
incidental to, the procuring of subscribers for the Subscription Shares on
and subject to such terms and conditions as aforesaid. The Company agrees
to ratify and confirm everything which Baird lawfully and properly does in
the exercise of those powers, authorities and discretions pursuant to such
appointment and Baird irrevocably accepts such appointment on those terms
and conditions.
	 
	4.	 	PLACING BY BAIRD OF SALE SHARES
	 
	4.1	 	Insight Direct agrees to sell at the Placing Price 11,111,111 of the Sale
Shares (the “Insight Sale Shares”) free from all liens, mortgages,
charges, pledges, encumbrances and equities and other third party rights
or interests (legal or equitable) or restrictions of any nature whatsoever
and together with all rights of any nature whatsoever attaching to such
Sale Shares at the date of this agreement and Baird agrees, as agent for
Insight Direct, to use its reasonable endeavours to procure buyers to
purchase the Insight Sale Shares at the Placing Price or, failing which as
principal, to purchase at the Placing Price any such Insight Sale Shares
for which it is unable to procure buyers.
	 
	4.2	 	Immediately after the execution of this agreement, Insight Direct shall
deliver to Baird for the purpose of enabling the Insight Sale Shares to be
transferred pursuant to this agreement and the Placing a stock transfer
form duly executed by or on behalf of Insight Direct in respect of the
Insight Sale Shares to be sold by it as provided in this agreement
accompanied by the share certificate(s) to which they relate.
	 
	4.3	 	Insight Direct hereby irrevocably appoints any director of Baird as its
attorney in his name and on his behalf to complete the stock transfer form
in respect of the Insight Sale Shares to be sold by it pursuant to clause
4.1 in favour of Baird or such other persons as Baird may direct.




7









 






	4.4	 	Insight Direct agrees with Baird that, without prejudice to clause 4.3,
Insight Direct shall, forthwith following any request from Baird,
generally execute, deliver and register any other document or deed and to
do any other act or thing which Baird reasonably requires or believes to
be necessary or advisable for the sale and/or transfer of the Insight Sale
Shares pursuant to clause 4.1.
	 
	4.5	 	Insight Direct shall not give any instruction to the Company or the
Directors or Baird or take any action which is inconsistent with its
obligations under this agreement or the Placing Documents or with the
appointment made under clause 3.1 or which prevents registration of the
Insight Sale Shares in accordance with clause 9.2.
	 
	4.6	 	Insight Direct hereby agrees and acknowledges that nothing in this
agreement or in relation to the Placing constitutes the giving of
investment advice by Baird to Insight Direct or constitutes Insight Direct
as a customer of Baird (within the meaning of the FSA’s Handbook of rules
and guidance) and that Baird is acting for the Company in relation to the
Placing and is not acting for Insight Direct and is not responsible to
Insight Direct for providing protections afforded to customers of Baird or
advising it in relation to the Placing.
	 
	5.	 	PLACING BY BAIRD OF SUBSCRIPTION SHARES
	 
	5.1	 	Baird agrees, as agent for the Company, to use its reasonable endeavours
to procure subscribers to subscribe at the Placing Price for the
Subscription Shares (other than the Committed Shares and the Baird
Shares), or failing which as principal to subscribe itself at the Placing
Price for any Subscription Shares (other than the Committed Shares and the
Baird Shares) for which it is unable to procure subscribers.
	 
	5.2	 	The Company shall immediately upon the execution of this agreement,
conditionally upon Admission becoming effective, procure that the board of
directors of the Company (or a duly established and authorised committee
of the board):






	 	(a)	 	allot the Subscription Shares at the Placing Price to the
Placees or (as the case may be) to Baird (or such other person(s) as
Baird shall nominate) in the manner and in the numbers as may be
notified to it by Baird pursuant to clause 9.1; and
	 
	 	(b)	 	approve (subject to stamping) the sale and transfer of all of
the Sale Shares to Placees or Baird and/or such other person as
Baird shall nominate.






	5.3	 	The Company undertakes to Baird that on Admission all Subscription Shares
shall be allotted and issued fully paid, free from all liens, mortgages,
charges, encumbrances and other third party rights and ranking pari passu
in all respects with all other Ordinary Shares and that the subscribers of
the Subscription Shares will be entitled to all dividends and other
distributions declared, made or paid on or in respect of the Ordinary
Shares at or at any time after the date of Admission.
	 
	6.	 	APPLICATION FOR ADMISSION AND APPLICATION TO CREST
	 
	6.1	 	The Company hereby authorises Baird on its behalf to make an application
to the London Stock Exchange for Admission. The Company shall, at its own
expense, supply or (so far as it is within its power or control) procure
to be supplied, all such information and documentation, give or (so far as
it is within its power or control) procure the giving of all such
undertakings, execute, or procure (so far as it is within its power or
control) the execution of all such documents, pay all such fees and
generally do, or procure to be done, all such things, in each case as may
be necessary, or properly required by the London Stock Exchange, in
connection with Admission.
	 
	6.2	 	Baird shall, consistent with its obligations as Nominated Adviser, take
all appropriate steps and provide to the Company appropriate advice and
guidance for the purposes of obtaining approval of the AIM Application and
shall prepare and deliver to the London




8









 






	 	 	Stock Exchange the declarations required under rules 5 and 37 of the AIM
Rules in connection therewith.
	 
	6.3	 	Prior to Admission becoming effective, the Company shall apply to CRESTCo
for the admission of the Ordinary Shares to CREST as participating
securities and take all reasonable steps necessary for the Ordinary Shares
to become participating securities in CREST as at the date of (and
immediately following) Admission, including supplying all information,
giving all such undertakings, paying all such fees and executing all such
documents as may reasonably be required in connection therewith.
	 
	6.4	 	The Company undertakes to Baird not to take any action between the date
hereof and the date falling 30 days after Admission, without the prior
written consent of Baird, which would or could cause any of the Placing
Shares to be disabled in the CREST system.
	 
	7.	 	DOCUMENT DELIVERY
	 
	7.1	 	The Company shall procure that:






	 	(a)	 	the Pricing Announcement is released to a Regulatory
Information Service (as defined in the AIM Rules) not later than
8.00 a.m. on the date of this agreement;
	 
	 	(b)	 	there are delivered to Baird the documents referred to in
schedule 5 at the times specified in, and otherwise in accordance
with the requirements of that schedule;
	 
	 	(c)	 	one copy of the Admission Document is delivered to the
Registrar of Companies in England and Wales for registration as
required by regulation 4(2) of the POS Regulations by not later than
4.00 p.m. on the date of this agreement;
	 
	 	(d)	 	six copies of the Admission Document and the completed
application form (in the form specified by the AIM Rules) are
delivered to the London Stock Exchange, together with the applicable
fee as required by rule 5 of the AIM Rules by not later than three
Dealing Days prior to Admission; and
	 
	 	(e)	 	copies of the Admission Document are published in accordance
with the requirements of the AIM Rules.






	8.	 	SUPPLEMENTARY ADMISSION DOCUMENT
	 
	8.1	 	Without prejudice to clauses 2 and 15, if after publication of the
Admission Document but before Admission becomes effective, there is a
significant change affecting any matter required to be included, or a
significant new matter which would have been required to be included, in
the Admission Document by regulation 10 of the POS Regulations or by the
AIM Rules, Insight, Insight Direct, the Company and/or the Directors
shall, upon becoming aware of the same, immediately notify the change or
new matter to Baird in writing and promptly prepare a Supplementary
Admission Document containing details of the change or new matter in a
form agreed by Baird and the Company and which complies with the AIM
Rules.
	 
	8.2	 	Immediately upon authorisation of the issue by Baird of the Supplementary
Admission Document, the Company shall deliver one copy thereof to the
Registrar of Companies in England and Wales for registration as required
by regulation 10(3) of the POS Regulations and shall thereafter make
available free of charge sufficient copies in accordance with the
requirements of the POS Regulations.
	 
	8.3	 	Baird shall provide all reasonable and timely assistance in connection
with the preparation and issue of the Supplementary Admission Document.
	 
	8.4	 	If a Supplementary Admission Document is published in connection with the
Placing, references in this agreement to the Admission Document are as the
context permits, to be




9









 






	 	 	read as references to the Supplementary Admission Document, or as the
context may require, the Admission Document and Supplementary Admission
Document taken together.
	 
	9.	 	REGISTRATION AND PAYMENT
	 
	9.1	 	Baird shall not later than three Dealing Days prior to Admission supply
the Company with a schedule of the Placees (specifying their names and
addresses) procured by it and the number of Placing Shares which the
Placees are subscribing and/or purchasing, specifying whether such Placing
Shares are to be held in certificated or uncertificated form (and if they
are to be held in uncertificated form, details of the participant and
member account ID of the CREST account of Baird (or such other person as
Baird may nominate) to which uncertificated Placing Shares are to be
credited to be held by Baird as nominee on behalf of the relevant Placees,
pending transfer through CREST, together with confirmation that Baird has
authorised the Company to credit its stock account in CREST in respect of
the relevant number of Placing Shares).
	 
	9.2	 	The Company agrees with Baird that:






	 	(a)	 	it will, immediately following Admission, procure that the
Registrars promptly register (without registration fee) the persons
named by Baird in accordance with clause 9.1 as the holders of the
Subscription Shares; and
	 
	 	(b)	 	against delivery to the Company of the duly executed stock
transfer forms in respect of the Sale Shares and the share
certificates relating thereto, it will, immediately following
Admission, procure that the Registrars promptly register (without
registration fee) the persons named by Baird in accordance with
clause 9.1 as the transferees of the Sale Shares as the holders
thereof.






	9.3	 	The Company shall provide, or procure the provision of, all information
and authorisations required by the Registrars to effect the registration
as members of the Company of the persons with whom Placing Shares have
been placed (or Baird, as the case may be) in accordance with and as
contemplated by the provisions of this agreement, the Selling Shareholder
Agreement, the Placing Documents and any agreement between the Company and
the Registrars.
	 
	9.4	 	The Company shall procure that the Registrars:






	 	(a)	 	not later than five Dealing Days after Admission issue
definitive share certificates to those persons registered as members
of the Company pursuant to clause 9.2 above who have requested to
hold their Placing Shares in certificated form; and
	 
	 	(b)	 	not later than 8.00 a.m. on the date of Admission credit the
CREST stock account of Baird (or such other person as Baird shall
nominate) with the appropriate number of Placing Shares in respect
of those persons who have requested to hold their Placing Shares in
uncertificated form.






	9.5	 	In the event of any difficulties or delays in obtaining admission of the
Ordinary Shares to CREST as participating securities or the use of CREST
in respect of the Placing, Baird may require that all Placing Shares be
held in certificated form in which case the provisions of this agreement
relating to the holding of Placing Shares in uncertificated form will be
deemed to be modified accordingly.
	 
	9.6	 	As soon as reasonably practicable after Admission and the receipt by
Baird in full of the relevant amounts specified in (a) or (b) below (as
the case may be) and in any event by no later than three Dealing Days
after Admission, Baird shall (in the case of clause 9.6(a) only, subject
to receipt by Baird of the bank account details referred to therein) pay
or procure to be paid:




10









 












	 	(a)	 	to the Company, the total subscription price payable for the
Subscription Shares (being the number of such shares (including, for
the avoidance of doubt, the Committed Shares) multiplied by the
Placing Price) plus the Agreed Tax Amount (as defined in clause
9.6(b)) less (i) the fee and commission referred to in clause 10.2,
(ii) that part of the fee payable to Baird under this agreement
pursuant to clause 10.1 of the Nomad Agreement and (iii) any costs
and expenses which Baird may have incurred and in respect of which
it is entitled to be reimbursed pursuant to clause 10.5, such
payment to be made to such bank account of the Company as the
Company shall notify to Baird not less than two Business Days prior
to Admission; and
	 
	 	(b)	 	to Insight Direct, the purchase consideration for the Insight
Sale Shares (being the relevant number of such shares multiplied by
the Placing Price) less (i) the commission payable by it pursuant to
clause 10.1 and an amount equal to the stamp duty or stamp duty
reserve tax payable by it pursuant to clause 10.3, (ii) an amount
equal to the value of the Committed Shares at the Placing Price (in
respect of which the Committed Shareholders have agreed that Baird
shall pay such amounts to the Company) and (iii) an amount (the
“Agreed Tax Amount”) equal to £178,508.54 (representing tax payable
by the Committed Shareholders in respect of the payment to the
Committed Shareholders of cash pursuant to the Insight Incentive
Scheme (as defined in the Admission Document)), such payment to be
made to such account at such bank as Insight Direct shall have
notified to Baird not fewer than three Dealing Days before the due
date for payment, or failing such notification, to the Company’s
account identified in clause 9.6(a) above.






	9.7	 	Payment of such monies to the accounts mentioned in clauses 10.6(a) and
(b) shall constitute a complete discharge of Baird’s obligations pursuant
to clauses 4 and 5 of this agreement.
	 
	10.	 	FEES, COMMISSIONS AND EXPENSES AND SUBSCRIPTION
	 
	10.1	 	Subject to clause 15 and the satisfaction of the conditions set out in
clause 2.1, Insight shall pay a commission to Baird of four (4) per cent.
of the value of the Insight Sale Shares at the Placing Price (together
with any value added tax thereon).
	 
	10.2	 	Subject to clause 15 and the satisfaction of the conditions set out in
clause 2.1, the Company shall:






	 	(a)	 	pay to Baird a commission of four (4) per cent. of the value
of the Subscription Shares (but excluding for these purposes, the
Committed Shares) at the Placing Price, together with any value
added tax thereon; and
	 
	 	(b)	 	pay to Baird a fee in cash of £600,000 (i) less the aggregate
amount of any Advisory Fees (as defined in clause 2(a) of the
Engagement Letter) which have paid to Baird prior to Admission but
(ii) plus an amount which is sufficient to enable Baird to subscribe
279,001 Placing Shares at the Placing Price (the “Baird Shares”),
together in each case with any value added tax thereon.






	10.3	 	Insight Direct shall pay all stamp duty and/or stamp duty reserve tax
arising in respect of the transfer of/agreement to transfer the Insight
Sale Shares to be sold by it pursuant to this agreement at the rate of 50p
per £100 (or part thereof) of the value of the Insight Sale Shares at the
Placing Price.
	 
	10.4	 	The Company shall pay all costs, charges and expenses of, or incidental
to, the Placing (save for any costs, charges or expenses agreed to be
payable by Insight, Insight Direct or any of the Sellers) and the AIM
Application including without limitation all accountancy, legal and other
professional fees and expenses of the Company and the legal fees of Baird
(subject to a cap of £100,000), the fees and expenses payable to the
Registrars and the




11









 






	 	 	costs of printing, advertising and circulating the Placing Documents and
other documents in connection with the Placing (together with any value
added tax payable in each such case).
	 
	10.5	 	The Company shall immediately upon request by Baird reimburse Baird the
amount of any expenses for which the Company shall be responsible as
provided pursuant to clause 10.4 but which Baird may have paid or incurred
on behalf of the Company in connection with the Placing and the AIM
Application.
	 
	10.6	 	Where pursuant to clause 10.4 or 10.5 a sum (a “Relevant Sum”) is to be
paid or reimbursed to Baird in respect of any cost or expense paid or
incurred by Baird on behalf of the Company in connection with the Placing
and/or Admission and that cost or expense includes an amount in respect of
value added tax (the “VAT Element”), the Company shall pay an amount to
Baird in respect of the VAT Element that shall be determined as follows:






	 	(a)	 	if the Relevant Sum constitutes for value added tax purposes
the reimbursement of the consideration for the supply of goods or
services to Baird, a sum equal to the proportion of the VAT Element
that Baird certifies acting in good faith as representing
irrecoverable input tax in the hands of Baird, that certificate to
be conclusive save in the case of manifest error; and
	 
	 	(b)	 	if the Relevant Sum constitutes for value added tax purposes
the reimbursement of a cost or expense incurred by Baird as agent
for the Company, a sum equal to the whole of the VAT Element,






	 	 	and where a sum equal to the VAT Element has been reimbursed to Baird
under clause 10.6(b) above, Baird shall provide the Company with a proper
tax invoice in respect of the supply to which the Relevant Sum relates,
that is to say a tax invoice naming the Company as the recipient of the
supply and issued either by Baird or, if Baird has treated the relevant
cost or expense as a disbursement for value added tax purposes, by the
person making the supply.
	 
	10.7	 	If the performance by Baird of any of its obligations under this
agreement shall represent for value added tax purposes the making by Baird
of any supply of goods or services to the Company that is taxable at a
positive rate, the Company shall pay to Baird, in addition to the amounts
otherwise payable by the Company to Baird pursuant to this agreement
(including, without limitation, amounts payable by the Company to Baird
pursuant to clause 10.6(a)), an amount equal to the value added tax
chargeable on any such supply, that payment to be made within seven days
of Baird requesting the same and against production by Baird of a proper
tax invoice.
	 
	10.8	 	The Company, Insight and Baird agree that the Engagement Letter shall be
amended by the deletion therein of paragraph 2(d) and further agree that
provisions of clause 10.2(b) above shall prevail over paragraph 2(b) of
the Engagement Letter and the Engagement Letter shall be deemed to be
amended accordingly.
	 
	10.9	 	Without prejudice to its obligations under clauses 4 and 5 of this
agreement, Baird shall at Admission subscribe the Baird Shares with effect
from Admission and:






	 	(a)	 	agrees that it shall take such shares subject to the
memorandum and articles of association of the Company; and
	 
	 	(b)	 	consents to the entry of the name of Baird in the register of
members of the Company in respect of such shares.






	10.10	 	With effect from Admission, Baird undertakes to the Company not at any
time prior to the announcement of the Company’s interim results for the
six month period ending 30 June




12









 






	 	 	2005 without the prior consent of the Company (such consent not to be
unreasonably withheld or delayed) to:






	 	(i)	 	offer, dispose of, or agree to offer or dispose
of, directly or indirectly, any of the Baird Shares or any
interest in such shares; or
	 
	 	(ii)	 	enter into or agree to enter into any derivative
transaction of any type whatsoever (including, without
limitation, any swap, contract for differences, option,
warrant or futures transaction or arrangement) in respect of,
or referenced to, any such shares,






	 	 	whether any such transaction in clause 10.10(i) or clause 10.10(ii) above
is settled by delivery of Ordinary Shares or other securities, in cash or
otherwise; provided that the foregoing provisions of clause 10.10 shall
not apply:






	 	(a)	(i)	 	to an acceptance of an offer for the entire issued share
capital of the Company (excluding any Ordinary Shares already held
by the offeror) by a person who is not acting in concert with Baird
(a “Third Party Offer”);
	 
	 	 	(ii)	 	to the giving of an irrevocable undertaking to
accept a Third Party Offer;
	 
	 	 	(iii)	 	to selling any of the Baird Shares to a person
making a Third Party Offer or a person who has announced an
intention to make a Third Party Offer; or
	 
	 	 	(iv)	 	to making a counter-bid following a Third Party
Offer;






	 	(b)	 	upon an intervening court order;
	 
	 	(c)	 	to any scheme of reconstruction under section 110 of the
Insolvency Act 1986 in relation to the Company;
	 
	 	(d)	 	the transfer of Ordinary Shares pursuant to any offer by the
Company to purchase its own shares which is made on identical terms
to all holders of Ordinary Shares;
	 
	 	(e)	 	the transfer or disposal of the Baird Shares pursuant to a
compromise or arrangement between the Company and its creditors or
any class of them or between the Company and its members or any
class of them which is agreed to by the creditors or members and
sanctioned by the court under sections 425-427A of the Act;
	 
	 	(f)	 	to any disposal required by any statutory or regulatory
requirement; or
	 
	 	(g)	 	to transfers of Baird Shares by Baird to any member of the
Baird Group provided that:






	 	(i)	 	the proposed transferee agrees by deed in a form
reasonably acceptable to the Company to be bound by the
provisions of this clause 10.10; and
	 
	 	(ii)	 	in the event of any such member ceasing to be a
member of the Baird Group, immediately prior thereto, the
Baird Shares owned by such member shall be transferred to
another member of the Baird Group.






	11.	 	WARRANTIES
	 
	11.1	 	The Company severally warrants to Baird, Insight and Insight Direct
jointly and severally warrant to Baird and each of the Directors hereby
severally warrants to Baird in the terms set out in schedule 2 as at the
date of this agreement by reference to the facts and circumstances
subsisting at such date.




13









 






	11.2	 	Save in respect of the warranties contained in clause 11.3, each Warranty
given by the Non-Executive Directors is given subject to the best of his
knowledge, information and belief.
	 
	11.3	 	Each of the Directors severally represents and warrants to Baird that the
information in respect of his own details in the declaration and in the
completed Director’s questionnaire given by him to Baird and the
information in respect of the details relating to him and the director’s
family (within the meaning of AIM Rules) in the Admission Document is true
and accurate and not misleading.
	 
	11.4	 	Insight Direct represents and warrants to Baird in respect of the Insight
Sale Shares that it has, or will have at Admission, good title to, or is,
or will be the beneficial owner of, and has, or will have at Admission the
necessary power and authority to enable it to sell all the Insight Sale
Shares, in each case free from all liens, mortgages, charges, pledges,
encumbrances and other third party rights or interests (legal or
equitable) or restrictions of any nature whatsoever and together with all
rights of any nature whatsoever attaching to the Insight Sale Shares
(including the rights to all dividends and other distributions (if any)
declared, made or paid) at or at any time after the date of Admission.
	 
	11.5	 	Each of the Company, Insight, Insight Direct and the Directors
acknowledges that Baird is entering into this agreement in reliance upon
each of the Warranties. Each of the Warranties shall be construed
separately and shall not be limited or restricted by reference to or
inference from the terms of any other Warranty.
	 
	11.6	 	Each of the Company, Insight, Insight Direct and the Directors severally
undertakes to Baird to notify Baird:






	 	(a)	 	immediately if he, the Company, Insight or Insight Direct (as
the case may be) becomes aware at any time up to Admission of any
fact or circumstance which would or is likely to indicate that any
of the Warranties is or has become untrue or inaccurate or
misleading by reference to the facts or circumstances from time to
time subsisting; and
	 
	 	(b)	 	as soon as reasonably practicable at any time up to the close
of business on the day which is 90 days after (but not including)
the date on which Admission occurs if he, the Company, Insight or
Insight Direct (as the case may be) becomes aware that any of the
Warranties was untrue or inaccurate or misleading as at the date of
this agreement.






	11.7	 	Where any Warranty is expressed to be qualified by a reference to
awareness and/or knowledge and/or information and/or belief of any person
or words to similar effect (including pursuant to clause 11.2), that
reference shall be deemed to include an additional statement to the
effect that it has been given after making all such enquiries as were
reasonable and there having been made all such investigations as could
reasonably be expected to be made in the context of the Placing.
Notwithstanding anything to the contrary in this agreement, each of the
Directors shall be deemed to be aware of all information contained in the
Long Form Report, the Legal Due Diligence Report and the Working Capital
Report.
	 
	11.8	 	Except where clause 11.9 applies:






	 	(a)	 	the aggregate liability of each of the Directors for all
claims under the Warranties, the Executive Directors for all claims
under the Indemnity or the Covenantors (other than Insight and
Insight Direct) for all claims under the Tax Indemnity or, in
respect of any of them, for any other provision of this agreement,
shall not exceed the amount set out opposite his name in part A or B
(as the case may be) of schedule 1;




14









 






	 	(b)	 	the aggregate liability of Insight and Insight Direct for all
claims under the Warranties, the Indemnity and the Tax Indemnity or
any other provision of this agreement shall not exceed the amount
paid to Insight pursuant to clause 9.6(b);
	 
	 	(c)	 	no claims may be made against Insight, Insight Direct or any
Director for any breach of the Warranties or Indemnity or any other
provision of this agreement unless written notice of the claim
(giving reasonable details of the circumstances giving rise to the
claim) has been given by Baird to Insight, Insight Direct or that
Director (as the case may be) before 5.00 p.m. on the date which is
thirty (30) days after (but not including) the date of publication
of the audited report and accounts of the Company for the year
ending 31 December 2005;
	 
	 	(d)	 	Baird agrees with each of the Executive Directors that it
will not seek to recover any sum pursuant to the Indemnity from any
of such Directors unless it shall first have taken all reasonable
steps (having regard to the facts and circumstances affecting the
Company at the relevant time) to recover any such sum from the
Company; and
	 
	 	(e)	 	no claim may be made against any of the Directors under the
Warranties or the Indemnity (but for the avoidance of doubt, not the
Tax Indemnity) unless the amount of the claim or claims (when taken
together with all costs and expenses) exceeds in aggregate the sum
of £100,000 provided that if the amount of the claim or claims (when
taken together with all costs and expenses) exceeds £100,000, then
Baird shall be entitled to recover the full amount and not just the
excess over £100,000.






	11.9	 	The limitations in clause 11.8 shall not apply in relation to any breach
of Warranty or any other provision of this agreement resulting from fraud
or wilful default on the part of the person for whose benefit the
limitation would otherwise have applied.
	 
	11.10	 	The Indemnified Persons shall not be entitled to recover more than once
against any party (whether under this agreement or the Selling
Shareholders Agreement or otherwise) in respect of the same loss.
	 
	12.	 	INDEMNITY
	 
	12.1	 	No claim shall be made against an Indemnified Person by Insight, Insight
Direct, the Company or any of the Directors to recover any damage, loss,
cost or expense which any such person may suffer or incur (or claim to
have suffered or incurred) by reason of or arising out of the carrying out
or performance by Baird (or by an Indemnified Person on its behalf) of any
of its obligations (or the exercise of rights) or the provision of
services to the Company whether under this agreement or otherwise in
connection with the Placing unless and only to the extent that such
damage, loss, cost, charge or expense results from the negligence or
wilful default of the relevant Indemnified Person or any breach by Baird
of any of its obligations under this agreement or any of the Placing
Documents or any breach by that Indemnified Person of its obligations
under FSMA or the regulatory system (as set out in the FSA’s Handbook of
rules and guidance) or is of such a nature that liability is not permitted
to be excluded pursuant to FSMA or the regulatory system or otherwise.
	 
	12.2	 	Insight and Insight Direct jointly and severally, the Company, and each
of the Executive Directors severally, undertakes with Baird to the fullest
extent permitted by law to indemnify and hold harmless each Indemnified
Person fully and effectively against all claims (whether or not
successful, compromised or settled), actions, demands, proceedings,
liabilities and judgments (each a “Claim”) which may be made, brought,
threatened or established against an Indemnified Person in any
jurisdiction by any subscriber, allottee, acceptor, placee or underwriter
of any of the Placing Shares pursuant to the Placing or any subsequent
buyer or transferee thereof or by any governmental




15









 






	 	 	agency or regulatory body or by any other person whatsoever and against
all liabilities, losses, damages, costs, charges, expenses (including
legal fees) and taxes (each a “Loss” and together “Losses") which an
Indemnified Person may pay, suffer or incur in connection therewith
(including, but not limited to, all Losses paid, suffered or incurred in
investigating, seeking advice as to defending or disputing any such Claim
and/or in establishing its right to be indemnified pursuant to this
clause 12.2 and/or in seeking advice as to any such Claim or in any way
related to or in connection with this indemnity or the Placing) and which
in any such case is occasioned by or results from or is attributable to
or would not have arisen but for (in each case whether directly or
indirectly):






	 	(a)	 	any breach, or alleged breach, by Insight, Insight Direct,
the Company or any of the Directors of any of their respective
obligations under this agreement or any breach of any of the
Warranties; or
	 
	 	(b)	 	the Placing Documents not containing, or being alleged not to
contain, all the information required by law or regulation
(including, for the avoidance of doubt, the AIM Rules) to be
contained therein or any statement contained in the Placing
Documents, the Presentation or the Pricing Announcement being, or
being alleged to be, untrue, inaccurate, misleading or defamatory in
any respect or not based on reasonable grounds or any
misrepresentation or alleged misrepresentation by whomsoever being
contained or being alleged to be contained in the Placing Documents;
or
	 
	 	(c)	 	any breach, or alleged breach, of the laws or regulations of
any country in connection with the Placing or the distribution of
the Placing Documents or any failure, or alleged failure, to comply
with any such laws or regulations; or
	 
	 	(d)	 	the proper performance by or on behalf of Baird of any of its
obligations (or exercise of rights) under this agreement or
otherwise in connection with the Placing and the preparation and
distribution of the Placing Documents; or
	 
	 	(e)	 	the issue or approval by Baird for the purposes of section 21
of FSMA of any financial promotion relating to the Company or in
connection with the Placing; or
	 
	 	(f)	 	the sale and purchase of the Sale Shares and the allotment
and issue of the Subscription Shares and the rescission of any
contract to subscribe for or purchase any Placing Shares,






	 	 	unless, in relation to an Indemnified Person and only to the extent that,
such Claim or Loss results from the negligence or wilful default of the
relevant Indemnified Person or any breach by Baird of its obligations
under this agreement or breach by any Indemnified Person of its
obligations under FSMA or the regulatory system (as set out in the FSA’s
Handbook of rules and guidance). This indemnity is in addition to any
rights that any Indemnified Person may have at common law or otherwise
(including, but not limited to, any right of contribution) and any other
liability which Insight, Insight Direct, the Company or any Executive
Director may have to any Indemnified Person but shall have no effect to
the extent it is prohibited under any applicable law or regulation.
	 
	12.3	 	Baird shall, promptly after becoming aware of any claim made or
threatened against an Indemnified Person in respect of which indemnity may
be sought pursuant to clause 12.2, notify the Company in writing thereof
and enter into and thereafter maintain consultation with the Company on
all material aspects of such claim.
	 
	12.4	 	All sums payable to any Indemnified Person under this clause 12 shall be
paid free and clear of all deductions or withholdings unless the deduction
or withholding is required by law, in which event the person making
payment shall pay such additional amount as shall be required to ensure
that the net amount received by the relevant Indemnified Person




16









 






	 	 	will equal the full amount which would have been received by it had no
such deduction or withholding been made.
	 
	12.5	 	If the United Kingdom Inland Revenue or any other taxing authority in any
jurisdiction brings into any charge to tax (or into any computation of
income, profits or gains for the purposes of any charge to tax) any sum
payable to any Indemnified Person under this clause 12 then the amount so
payable shall be grossed up by such amount as will ensure that after
payment of the tax so chargeable, the relevant Indemnified Person shall
retain a sum equal to the amount that it would otherwise have retained had
no such tax been payable (additional payments being made on demand as may
be necessary).
	 
	13.	 	TAXATION INDEMNITY
	 
	 	 	Each of the Covenantors hereby severally undertakes with the Company for
itself and as trustee for each other member of the Group and, as a
separate covenant, with Baird, that he will pay, discharge and indemnify
the Company and each other member of the Group in the terms set out in
schedule 3.
	 
	14.	 	WARRANTIES AND INDEMNITIES — GENERAL PROVISIONS
	 
	14.1	 	Each of the Warranties, the Indemnity and the Tax Indemnity shall remain
in full force and effect notwithstanding the completion of the
subscription of the Subscription Shares, the sale and purchase of the Sale
Shares and the Placing.
	 
	14.2	 	Notwithstanding any rule of law or equity to the contrary, any release,
waiver or compromise or any other arrangement of any kind whatsoever which
Baird or any other Indemnified Person may agree to or effect as regards
one or more of the Company, the Directors, Insight or Insight Direct in
connection with this agreement and, in particular (but without
limitation), the Warranties, the Indemnity and the Tax Indemnity, shall
not affect the rights of the Indemnified Person as regards any other of
such parties.
	 
	14.3	 	Each of the Directors, Insight and Insight Direct hereby agrees that, if
and to the extent that he or it (as the case may be) incurs any liability
under the Warranties, the Indemnity or the Tax Indemnity, he or it (as the
case may be) will not seek any contribution or seek to recover any sum
from the Company or any other member of the Group in respect of such
liability.
	 
	15.	 	TERMINATION
	 
	15.1	 	If at any time prior to Admission:






	 	(a)	 	there shall develop, occur or come into effect any
substantial change in national or international financial,
industrial, economic, political, military, diplomatic or stock
market conditions or currency exchange rates or controls or any
outbreak or escalation of hostilities or any acts of terrorism or
any change in financial markets or any calamity or crisis which, in
the reasonable opinion of Baird, would be likely to prejudice
materially the success of the Placing or which would make it
impracticable or inadvisable to proceed with the Placing;
	 
	 	(b)	 	there shall have been an adverse change, or any development
involving a prospective adverse change, in or affecting the general
affairs, prospects, management, financial or trading position,
shareholders’ funds or results of the Company or any other member of
the Group, whether or not arising in the ordinary course of
business, which, in any such case, in the reasonable opinion of
Baird, would be so material and adverse as to prejudice the success
of the Placing or which would make it impracticable or inadvisable
to proceed with the Placing;
	 
	 	(c)	 	Baird becomes aware (whether by receipt of a notification
pursuant to clause 11.6 or otherwise) that any of the Warranties was
untrue or inaccurate or misleading in




17









 






	 	 	 	any material respect when given and/or that any of the Warranties
has become untrue or inaccurate or misleading in any material
respect if such Warranties were to be repeated at any time prior to
Admission by reference to the facts and circumstances from time to
time subsisting; or
	 
	 	(d)	 	Insight, Insight Direct, the Company or any of the Directors,
or any of the Sellers, shall fail in any material respect to comply
with their respective obligations under this agreement or the
Selling Shareholder Agreement (as the case may be); or
	 
	 	(e)	 	there occurs or arises a significant change affecting any
matter required to be included, or a significant new matter which
would have been required to be included, in the Admission Document
by regulation 10 of the POS Regulations or by the AIM Rules
requiring a Supplementary Admission Document to be published by or
on behalf of the Company,






	 	 	then and in any such case Baird may in its absolute discretion by notice
in writing to the Company to be served prior to Admission elect to
terminate this agreement and its obligations hereunder.
	 
	15.2	 	If this agreement is terminated pursuant to clause 2.3 or if clause 15.1
applies, the obligations of Baird shall cease immediately and, except in
relation to any breaches of any provision of this agreement prior to the
date of such termination, no party shall have any claim against any other
party for any costs, damages, compensation or otherwise under or in
respect of this agreement except that:






	 	(a)	 	the Company shall within two Dealing Days pay to Baird
(without prejudice to the Company’s obligations under the Engagement
Letter) any costs and expenses in respect of which Baird is entitled
to be reimbursed pursuant to clause 10.4;
	 
	 	(b)	 	Baird shall within two Dealing Days return all moneys
received from Placees pursuant to the Placing and arrange for the
return of the Insight Sale Shares (if applicable), transfers and
certificates referred to in clause 4.2 to Insight and each of the
respective Sellers entitled thereto;
	 
	 	(c)	 	the Company shall cancel any instructions given to CRESTCo;
and
	 
	 	(d)	 	the provisions of clauses 1, 12, 14 and 18 to 25 shall remain
in full force and effect.






	16.	 	ANNOUNCEMENTS AND INFORMATION
	 
	16.1	 	Subject to clause 16.2, the Company and each of the Directors hereby
severally undertakes to Baird that none of them will at any time between
the date of this agreement and the date on which Admission takes place
make any public statement or communication regarding any member of the
Group or the Placing or otherwise relating to the financial condition or
trading or financial prospects of any member of the Group, whether in
response to enquiries or otherwise, without the prior consent of a
director of Baird, such consent not to be unreasonably withheld or
delayed. Such consent will be deemed to have been given to any such
statement given at a press conference organised or attended by a
representative of Baird insofar as it is based on and is consistent with
the information contained in the Admission Document.
	 
	16.2	 	The provisions of clause 16.1 shall not apply where a public statement or
communication is required to be made under this agreement, by law or by
the London Stock Exchange in which case the Company and the Directors
agree so far as possible, to consult with Baird regarding the timing and
content of such statement.




18









 






	17.	 	TIME OF ESSENCE
	 
	 	 	Save as otherwise expressly provided, time is of the essence in respect
of every obligation under this agreement and any agreement amending or
substituting its terms.
	 
	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 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 parties.
	 
	18.4	 	The rights and remedies herein provided are cumulative with and not
exclusive of any rights or remedies provided by law.
	 
	19.	 	INVALIDITY AND SEVERABILITY
	 
	 	 	If any provision of this agreement is or becomes (whether or not pursuant
to any judgement or otherwise) invalid, illegal or unenforceable in any
respect under any law of any jurisdiction:






	 	(a)	 	the validity, legality and enforceability under the law of
that jurisdiction of any other provision;
	 
	 	(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 thereby.
	 
	19.2	 	If any provision of this agreement shall be held to be void or illegal,
invalid or unenforceable, in whole or in part, for any reason whatsoever,
such provision or part shall to that extent be deemed not to form part of
this agreement but the legality, validity and enforceability of the
remaining provisions of this agreement shall not be affected.
	 
	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 facsimile or prepaid
first class post (air mail if posted to or from a place outside the United
Kingdom):
	 
	 	 	In the case of the Insight to:





	 	 	 
	 	Address:

	1305 West Auto Drive
	 	

	Tempe
	 	

	Arizona, 85284
	 	

	USA


	 	Fax:

	+1 480 760 7162
	 	Attention:

	Chief Financial Officer and General Counsel







19









 







	 	 	In the case of the Company and the Directors (other than Robert Moya):





	 	 	 
	 	Address:

	Technology Building
	 	

	Terry Street
	 	

	Sheffield
	 	

	S9 2BU


	 	Fax:

	+44 870 703 8532


	 	Attention:

	Neil Comer/Ashok Makanji








	 	 	In the case of Insight Direct and Robert Moya:





	 	 	 
	 	Address:

	c/o Insight Direct
	 	

	Alperton House
	 	

	Bridgewater Road
	 	

	Wembley
	 	

	Middlesex HAO 1EH


	 	Fax:

	+44 208 403 6366


	 	Attention:

	Legal and Commercial Director (with a copy to the Managing Director)








	 	 	In the case of Baird to:





	 	 	 
	 	Address:

	Robert W. Baird Limited
	 	

	Mint House
	 	

	77 Mansell Street
	 	

	London E1 8AF


	 	Fax:

	+44 20 7702 3134


	 	Attention:

	Shaun Dobson








	 	 	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 Dealing Days after the date
of posting;
	 
	 	(c)	 	if sent by air mail, five Dealing Days after the date of
posting; and
	 
	 	(d)	 	if sent by facsimile, when despatched,






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






	 	(a)	 	on the date specified in the notification as the date on
which the change is to take place; or




20









 






	 	(b)	 	if no date is specified or the date specified is less than
five Dealing Days after the date on which notice is given, the date
falling five Dealing Days after notice of any such change has been
given.






	21.	 	COUNTERPARTS
	 
	21.1	 	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.
	 
	21.2	 	Delivery of an executed counterpart of a signature page by facsimile
transmission shall take effect as delivery of an executed counterpart of
this agreement. If such method is adopted, without prejudice to the
validity of such agreement, each party shall provide the others with the
original of such page as soon as reasonably practicable thereafter.
	 
	22.	 	ENTIRE AGREEMENT
	 
	22.1	 	Each of the parties acknowledges and agrees with the other parties that:






	 	(a)	 	this agreement together with the Engagement Letter and the
other documents referred to in this agreement (together the
“Transaction Documents”) constitute the entire and only agreement
and understanding between the parties in connection with the Placing
and subject matter of the Transaction Documents; and
	 
	 	(b)	 	it has not been induced to enter into any Transaction
Document in reliance upon, nor has it 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 any of them have 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 22.1 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 to rescind this agreement
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.
	 
	22.2	 	This agreement may be varied only by a document signed by all of the
parties and expressly incorporating the terms of this agreement as varied
into that document.
	 
	23.	 	ASSIGNMENT
	 
	 	 	No party to this agreement may assign, transfer or charge all or any of
any other parties’ obligations nor any of its rights or benefits arising
under this agreement without the prior written consent of all the other
parties.




21









 






	24.	 	RIGHTS OF THIRD PARTIES
	 
	24.1	 	Each Indemnified Person shall have the right under the Contracts (Rights
of Third Parties) Act 1999 to enforce its rights against the Company under
clauses 11 and 12 of this agreement provided that an Indemnified Person
(other than Baird, and in respect of clause 12) must obtain the written
consent of Baird (which Baird may give or refuse in its absolute
discretion) before it may bring proceedings to enforce the terms of clause
12 and, save to the extent notified in writing by Baird to the relevant
Indemnified Person, Baird (without obligation) shall have the sole conduct
of any such action on behalf of the Indemnified Person.
	 
	24.2	 	Save as provided in clause 24.1, a person who is not a party to this
agreement shall have no rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this agreement but this does not
affect any right or remedy of a third party which exists or is available
apart from that Act.
	 
	24.3	 	Notwithstanding the provisions of clause 24.1, any rights arising by
virtue of the Contracts (Rights of Third Parties) Act 1999 may be
rescinded or varied in any way or at any time by the parties to this
agreement without the consent of any Indemnified Person.
	 
	25.	 	GOVERNING LAW AND JURISDICTION
	 
	25.1	 	This agreement (and any dispute, controversy 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.
	 
	25.2	 	Each of the Company and the Directors irrevocably agree that the courts
in England shall have 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 (respectively,
“Proceedings” and “Disputes”) and, for these purposes, each party
irrevocably submits to the jurisdiction of the courts of England.
	 
	25.3	 	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 Insight the address of the Company set out in this document
(marked for the attention of the Legal and Commercial Director, with a
copy to the Managing Director), or such other person and address in
England and/or Wales as Insight shall notify Baird in writing from time to
time. Nothing contained in this clause 25.3 affects the right to serve
process in another manner permitted by law.





IN WITNESS whereof this agreement has been executed as a deed on the date first
above written.




22









 





SCHEDULE 1



Part A — The Executive Directors




	 	 	 	 	 
	 	 	 	 	(3)
	(1)	 	(2)	 	Maximum liability
	Name	 	Address	 	(Clause 10.7)
	
1. Lee Strafford

	 	
Technology House, Terry Street,
	 	
£280,000
	

	 	Sheffield, S9 2BU	 	 
	 
	 	 	 	 
	2. Ashok Makanji

	 	Technology House, Terry Street,
	 	£200,000
	

	 	Sheffield, S9 2BU	 	 
	 
	 	 	 	 
	3. Neil Comer

	 	Technology House, Terry Street,
	 	£200,000
	

	 	Sheffield, S9 2BU	 	 







Part B — The Non-Executive Directors




	 	 	 	 	 	 	 
	 	 	 	 	(3)
	(1)	 	(2)	 	Maximum liability
	Name	 	Address	 	(Clause 10.7)
	
1. Kevin Adams

	 	
Technology House, Terry Street,
	 	
£	
120,000	 
	

	 	Sheffield, S9 2BU	 	 	 	 
	 
	 	 	 	 	 	 
	2. Robert Moya

	 	c/o Insight Direct, Alperton
	 	£	60,000	 
	

	 	House, Bridgewater Road,	 	 	 	 
	

	 	Wembley, Middlesex HAO 1EH	 	 	 	 
	 
	 	 	 	 	 	 
	3. Michael Sherwin

	 	Technology House, Terry Street,
	 	£	60,000	 
	

	 	Sheffield, S9 2BU	 	 	 	 







23









 






SCHEDULE 2




Warranties





	1.	 	  Admission Document






	1.1	 	The information contained in the Admission Document is in accordance with
the facts and all statements of fact contained in the Admission Document
are true and accurate and are not misleading.
	 
	1.2	 	All statements, forecasts, estimates and expressions of opinion,
intention or expectation contained in the Admission Document are fairly
and honestly given, expressed or held and have been the subject of all
reasonable care and attention and are fairly based upon facts within the
knowledge of Insight, Insight Direct, the Company or any of the Directors
and are made on reasonable grounds after due and proper consideration of
all the information currently available to Insight, Insight Direct, the
Company and the Directors.
	 
	1.3	 	There are no facts or considerations known to Insight, Insight Direct,
the Company or any of the Directors which are not disclosed in the
Admission Document and which by their omission would or might reasonably
be considered to:






	 	(a)	 	be likely to affect the import of the information contained
therein; or
	 
	 	(b)	 	make any statement therein (whether of fact or opinion)
inaccurate or misleading; or
	 
	 	(c)	 	invalidate or qualify any assumption made in support of any
statement therein (whether of fact or opinion); or
	 
	 	(d)	 	be material for disclosure to Baird or a potential subscriber
or purchaser of any of the Placing Shares.






	1.4	 	The Admission Document contains all such information as, having regard to
the matters referred to in regulation 9(3) of the POS Regulations,
investors would reasonably require, and reasonably expect to find there,
for the purpose of making an informed assessment of:






	 	(a)	 	the assets and liabilities, financial position, profits and
losses and prospects of the Group; and
	 
	 	(b)	 	the rights attaching to the Ordinary Shares.






	1.5	 	The Admission Document contains all items of information required to be
included by the AIM Rules and the POS Regulations.
	 
	1.6	 	So far as the Warrantors are aware, all factual information supplied to
Baird for the purposes of the Placing and the Admission Document was when
given true and accurate and in accordance with the facts and not
incomplete or misleading and all statements, forecasts, estimates and
expressions of opinion, intention and expectation so supplied have been
made after due and proper consideration, are fair and honest and represent
reasonable expectations based on facts known to the Warrantors.
	 
	2.	 	Presentation
	 
	2.1	 	The information contained in the Presentation is in accordance with the
facts and all statements of fact contained in the Presentation are true
and accurate and are not misleading.




24









 






	2.2	 	All statements, forecasts, estimates and expressions of opinion,
intention or expectation contained in the Presentation are fairly and
honestly given, expressed or held and have been the subject of all
reasonable care and attention and are fairly based upon facts within the
knowledge of Insight, Insight Direct, the Company or any of the Directors
and are made on reasonable grounds after due and proper consideration of
all the information currently available to Insight, the Company and the
Directors.






	2.3	 	There are no facts or considerations known to Insight, Insight Direct,
the Company or any of the Directors which are not disclosed in the
Presentation and which by their omission would or might reasonably be
considered to:






	 	(a)	 	be likely to affect the import of the information contained
therein; or
	 
	 	(b)	 	make any statement therein (whether of fact or opinion)
inaccurate or misleading; or
	 
	 	(c)	 	invalidate or qualify any assumption made in support of any
statement therein (whether of fact or opinion).






	3.	 	Financial Statements
	 
	3.1	 	The financial statements of the Group as at and for the three financial
years ended on the Accounts Date as summarised in the Short Form Report:






	 	(a)	 	have been prepared in accordance with the historical cost
convention and generally accepted United Kingdom accounting
principles, practices and standards (“UK GAAP”) consistently applied
and comply with the Act; and
	 
	 	(b)	 	give a true and fair view of the state of affairs of the
Group as at the end of each of the relevant financial periods and of
the profit and loss for each such period; and
	 
	 	(c)	 	fairly set out the assets, liabilities and reserves of the
Group and either make proper provision for or, where appropriate in
accordance with generally accepted United Kingdom accounting
principles, practices and standards, include a note in respect of
all liabilities or commitments, whether actual, deferred or
contingent of the Group as at the relevant dates.






	3.2	 	Save as disclosed in the Long Form Report, the profits of the Group for
the three financial years ended on the Accounts Date as shown in the Short
Form Report and the trend of profits thereby disclosed have not resulted
to a material extent from inconsistencies of accounting practice, the
inclusion of non-recurring items of income or expenditure, transactions
entered into otherwise than on normal commercial terms or any other
factors rendering such profits for all or any of such periods abnormally
high or low.
	 
	3.3	 	The estimates of turnover, gross profit and operating profit for the
Company for the six months ended 30 June 2004 set out in Part III of the
Admission Document have been prepared after due and careful enquiry by the
Company and the Directors on the basis of the assumptions set out therein
and on a basis consistent with the accounting policies adopted in relation
to the preparation of the latest published and audited financial
statements of the Group and the assumptions upon which such estimates are
based are fair and reasonable and there are no facts known or which could
on reasonable enquiry have been known to the Company or any of the
Directors which have not been taken into account in the preparation of
such estimates and which could reasonably be expected to have a material
effect thereon.




25









 






	4.	 	Current Financial Period
	 
	4.1	 	Since the Accounts Date:






	 	(a)	 	each member of the Group has carried on its respective
businesses in the ordinary and usual course;
	 
	 	(b)	 	save as disclosed in the Admission Document, there has been
no material depletion in the net assets of the Group and there has
been no material adverse change, nor, so far as the Warrantors are
aware, any development likely to give rise to a material adverse
change, in the financial or trading position or prospects of the
Group (“Material Adverse Effect”);
	 
	 	(c)	 	save as disclosed in the Admission Document, no member of the
Group has entered into any contract or commitment of a long term or
unusual nature or which could involve an obligation of a material
nature or magnitude which is material for disclosure;
	 
	 	(d)	 	save as disclosed in the Admission Document, no member of the
Group has acquired or disposed of or agreed to acquire or to dispose
of any business, company or asset or assumed or acquired any
liability (including any contingent liability);
	 
	 	(e)	 	save as disclosed in the Admission Document, no dividends or
other distributions have been, or have been treated as having been,
declared, made or paid by any member of the Group; and
	 
	 	(f)	 	no member of the Group has been involved in any transaction
which has resulted, or could result, in any liability for taxation
otherwise than in the ordinary and usual course of trading.






	5.	 	Financial Procedures
	 
	5.1	 	The Company has established procedures which provide a reasonable basis
for the Directors to make proper judgements of the financial position and
prospects of the Group.
	 
	6.	 	Working Capital
	 
	6.1	 	The cashflow and working capital projections the subject of the Working
Capital Report have been prepared with all reasonable care and attention
by the Company and the Directors on the basis of the assumptions set out
in such projections and such assumptions are fair and reasonable and there
are no facts known to Insight, Insight Direct, the Company or the
Directors which have not been taken into account in the preparation of
such projections and which could reasonably be expected to have a material
effect thereon and all information supplied to Baird for the purpose of
its examination and review of the working capital projections of the Group
was when given true and accurate in all material respects and not
misleading in any material respect.
	 
	6.2	 	The working capital available to the Group will, from the date of
Admission, be sufficient for its present requirements, that is for at
least the next 12 months from the date of Admission.
	 
	7.	 	Indebtedness
	 
	 	 	All of the Group’s term loans and overdraft facilities are in full force
and effect. No event or circumstance has occurred or arisen or is likely
to occur or arise which entitles any person, or would (with the giving of
notice or the lapse of time or both) entitle any person to require
payment of any such loan or facility in whole or in part prior to its
stated date of maturity or to require security therefor or which would
cause the lender’s commitment




26









 






	 	 	thereunder to be cancelled or reduced. All undrawn amounts under such
facilities are capable of drawdown and all conditions precedent to such
drawdown have been met. In relation to overdraft facilities the
continued availability of which has been assumed for the purposes of the
Working Capital Report, the Company has obtained appropriate comfort from
the lenders providing such overdraft facilities as to the continued
availability of such facilities over the Working Capital Period and
copies of such comfort letters have been provided to Baird. There is
nothing known to Insight, Insight Direct, the Company or the Directors
that might give cause to believe that repayment might be demanded under
such facilities or that any undrawn amount thereof might not be available
for drawing. So far as Insight, Insight Direct, the Company and the
Directors are aware, no person to whom any indebtedness for borrowed
money of the Group which is payable on demand presently proposes to
demand payment of, or security for, the same.
	 
	8.	 	Long Form and Reports
	 
	8.1	 	All information supplied by the Company and its subsidiaries or any of
such person’s officers or employees to the Reporting Accountants for the
purposes of their Long Form Report and/or the Short Form Report and/or the
Working Capital Report and/or any of their other reports in connection
with the Placing (collectively, the “Reports”), and in respect of any
updates to such information was when supplied true and accurate in all
material respects and no further information has been withheld the absence
of which might reasonably have affected the contents of the Reports in any
material respect.
	 
	8.2	 	All statements of fact set out in the Reports are true and accurate in
all material respects and are not misleading in any material respect and
no fact or matter has been omitted from the Reports which would be
necessary to make the information therein not misleading in any material
respect; and the Company and the Directors have read and do no disagree
with the statements of opinion contained in, or the contents of, the
Reports and (where relevant) the statements of opinion, intention or
expectation attributed to the Company or the Directors in the Reports are
accurate statements of the opinions, intentions or expectations held by
the Company or the Directors (as the case may be) which are fairly based
upon facts within the knowledge of the Company or the Directors (as the
case may be) and have been made after due and careful enquiry.
	 
	8.3	 	All statements of fact set out in the Legal Due Diligence Report relating
to the Group and its business, assets, properties and liabilities and
matters relating thereto are true and accurate, no fact has been omitted
therefrom (or information withheld) which is material for disclosure to
Baird and no fact has been omitted the omission of which would make any
statement of fact therein misleading in any material respect and the
expressions of opinion, expectation and intention attributed to the
Company, the Directors or Insight (as the case may be) therein are
honestly held and either fairly based upon facts which are within their
knowledge (having made all reasonable enquiries) or made on reasonable
grounds after due and proper consideration of all of the information
currently available to Insight, Insight Direct, the Company and the
Directors.
	 
	8.4	 	All factual information and documentation supplied to Eversheds LLP for
the purposes of the Legal Due Diligence Report were when given and remain
true and accurate in all material respects and not misleading in any
material respect.
	 
	9.	 	The Properties
	 
	9.1	 	The Group has no interest in any freehold property. No member of the
Group is in breach of the terms of any lease in respect of the Properties
and there is no fact or circumstance as a result of which the Company or
any of its subsidiaries may be required to vacate the Properties or any of
them or to cease to carry on any of the businesses which it presently
carries on at the Properties.




27









 






	9.2	 	The Properties comprise the only material properties owned or occupied by
the Group.
	 
	9.3	 	So far as the Warrantors are aware, no member of the Group has any actual
or contingent liability (whether as owner, former owner, or as tenant or
former tenant, or as an original contracting party, or guarantor of any
party, to any deed, document, lease or license connected therewith) in
relation to any freehold or leasehold property, other than in respect of
the Properties.
	 
	10.	 	Verification Notes
	 
	 	 	The information contained in the replies to the Verification Notes is
true and accurate in all material respects and not misleading in any
material respect and all expressions of opinion and expectation therein
contained are honestly held and fairly based; such replies have been
prepared or approved by persons having appropriate knowledge and
responsibility to enable them properly to provide such replies and all
such replies have been given in good faith.
	 
	11.	 	Insurances
	 
	11.1	 	The Directors and the Company believe that the Group is insured to
adequate levels against all risks against which the Group might reasonably
be expected to insure in the particular circumstances of the businesses
carried on by each member thereof, all such insurances are in full force
and effect and not void or voidable and there is no material insurance
claim pending, threatened or outstanding against any member of the Group
and all premiums due in respect of all insurances have been duly paid.
	 
	11.2	 	Insight, Insight Direct, the Company and the Directors have read and do
not disagree with the statements of opinion contained in the Insurance
Brokers’ Letter. All information supplied by the Company and its
subsidiaries or any of such person’s officers or employees to the
Company’s insurance brokers for the purposes of the Insurance Brokers’
Letter was when supplied true and accurate in all material respects and no
further information has been withheld the absence of which might
reasonably have affected the contents of the Insurance Brokers’ Letter in
any material respect.
	 
	12.	 	Defaults
	 
	 	 	No member of the Group is (i) in violation of its memorandum or articles
of association or (ii) in default in the performance of any obligation,
agreement, covenant or condition contained in any contract, document of
title, bond, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which the
Company or any other member of the Group is a party or by which the
Company or any other member of the Group may be bound, or to which any of
their properties or assets is subject (collectively, “Agreements or
Instruments”), or (iii) in violation of or has violated any applicable
law, statute, rule, regulation, judgement, order, writ or decree of any
government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or its subsidiary or any of their
respective assets or properties, except for such defaults under any
Agreements or Instruments, or violations that would not result in, a
Material Adverse Effect.
	 
	13.	 	Insolvency
	 
	 	 	No member of the Group nor Insight Direct has taken any action nor, so
far as the Warrantors are aware, have any other steps been taken or legal
proceedings started or threatened against any member of the Group or
Insight Direct for its administration, winding-up or dissolution or for
it to enter into any arrangement or composition for the benefit of
creditors or for the appointment of an administrative receiver, an
administrator or a receiver, trustee or similar officer of it or any of
its properties, revenues or assets nor have any orders been made for any
of the foregoing.




28









 






	14.	 	Effect of the Placing on Group Obligations
	 
	 	 	Neither the creation, allotment or issue of the Placing Shares nor their
admission to AIM nor the performance of this agreement by the Company
will infringe any borrowing limits, powers or restrictions of, or the
terms of any contract, indenture, security, obligation, commitment or
arrangement binding upon the Company or any member of the Group or any of
its or their respective properties, revenues or assets or result in the
implementation of any right of pre-emption or any other material
provision thereof.
	 
	15.	 	Licences and Intellectual Property
	 
	15.1	 	Save as disclosed in the Legal Due Diligence Report, each member of the
Group has obtained all material licences, permissions, authorisations and
consents required for the carrying on of its business as presently
conducted and such licences, permissions, authorisations and consents are
in full force and effect and, so far as the Warrantors are aware, there
are no circumstances which indicate that any of such licences,
permissions, authorisations or consents may be revoked or not renewed or
withdrawn or (except to an immaterial or beneficial extent) amended, in
whole or in part, in the ordinary course of events.
	 
	15.2	 	Save as disclosed in the Legal Due Diligence Report, the Group has taken
all steps reasonably necessary to protect all intellectual property rights
currently used by the Group which are material to its business and which
are, or could through registration or the taking of any other steps
become, its property and all agreements whereby any member of the Group is
authorised to use any such intellectual property rights are in full force
and effect and all fees and royalties due thereunder have been paid and,
so far as the Warrantors are aware, no event has occurred or is about to
occur which would or could entitle any third party to terminate such
agreements prematurely nor, so far as the Company is aware, has there been
any infringement by any member of the Group of intellectual property
rights held by third parties. For the purposes of this paragraph 16.2,
the expression “intellectual property rights” shall mean patents,
registered designs, trade marks and service marks (whether registered or
not), trade names, copyright, design right and all similar property rights
including those subsisting (in any part of the world) in inventions,
designs, drawings, performances, computer programs, semi-conductor
topographies, confidential information, business names, goodwill and the
style of presentation of goods or services and any applications for the
protection thereof.
	 
	15.3	 	So far as the Warrantors are aware, no member of the Group is or has been
a party to or is or has been concerned, in any agreement, or arrangement
or conducted itself (whether by omission or otherwise) in a manner which
infringes the Chapter I prohibition and/or the Chapter II prohibition of
the Competition Act 1998 or Articles 81 or 82 of the Treaty establishing
the European Economic Community or their equivalent provisions under the
European Economic Area Agreement.
	 
	15.4	 	Save as disclosed in the Legal Due Diligence Report, the Company has not
been notified (orally or in writing) that any of the intellectual property
rights owned by the Group are under challenge or attack by any third party
or competent authority and in respect of all the intellectual property
rights owned by the Group which had been registered and continued to be
registered, all renewal fees and steps reasonably required for the
maintenance or prosecution of such rights have been paid or taken.
	 
	16.	 	Litigation and Labour Disputes
	 
	16.1	 	Save as disclosed in the Admission Document or the Legal Due Diligence
Report, no member of the Group nor any Director nor any person for whom
any member of the Group is or, so far as the Warrantors are aware, may be
vicariously liable has any claim outstanding against them or is engaged in
or has been engaged in any legal or arbitration or similar proceedings
which, individually or collectively, are of material importance and




29









 






	 	 	no such legal or arbitration or similar proceedings are threatened or
pending nor, to the best of the knowledge, information and belief of the
Directors, are there any circumstances which are likely to give rise to
any such legal or arbitration or similar proceedings; for this purpose
“similar proceedings” includes any civil or criminal proceedings and any
action by any governmental, public or regulatory authority (including any
investment exchange and any authority or body which regulates investment
business or takeovers or which is concerned with mergers or taxation
matters) which did or could result in public censure.
	 
	16.2	 	Save as disclosed in the Legal Due Diligence Report, no labour dispute
with the employees of the Company or any member of the Group exists or, so
far as the Directors are aware, is imminent and the Directors are not
aware of any existing or imminent labour disturbance by the employees of
any member of the Group.
	 
	17.	 	Pension Schemes
	 
	17.1	 	Save as disclosed in the Long Form Report or the Legal Due Diligence
Report, the Group is not paying, and is not under any liability (actual or
contingent) to pay or secure (other than by payment of employers’
contributions under national insurance or social security legislation),
any pension or other benefit on retirement, death or disability or on the
attainment of a specified age or on the completion of a specified number
of years of service.
	 
	18.	 	Absence of Minority Interests
	 
	 	 	Save as disclosed in the Admission Document the Company (or another
member of the Group) is the beneficial owner free from all encumbrances
of the whole of the issued share capital of each of the other members of
the Group.
	 
	19.	 	Options
	 
	 	 	Save as disclosed in the Admission Document there are in force no options
or other agreements which call for the issue of or accord to any person
the right to call for the issue of any shares or other securities in the
capital of the Company or any of its subsidiary undertakings now or at
any time hereafter.
	 
	20.	 	Rights of Existing Shareholders
	 
	 	 	Save as disclosed in the Admission Document, none of the shareholders of
the Company have any rights, in their capacity as such, in relation to
any member of the Group other than as set out in the articles of
association of the Company which would be material for disclosure in the
context of the Placing.
	 
	21.	 	Conflicts of Interest
	 
	 	 	The Admission Document contains all information concerning any
foreseeable, actual or potential conflicts of interest between the Group
and any Director or any company of which any Director is a director or in
which he has a material interest and all statements contained in the
Admission Document concerning such conflicts or concerning the future
relationship between such Director or any of such companies are truly and
honestly made and are not misleading and there are no other facts
concerning the same the omission of which makes any statement therein
false or misleading in any respect.
	 
	22.	 	Capacity
	 
	22.1	 	Insight Direct, the Company and its subsidiary have been duly
incorporated under the laws of England and Wales and have the requisite
power and authority to own, lease and operate their respective properties
and the Company has the requisite power and authority to conduct its
business as described in the Placing Documents.




30









 






	22.2	 	The Company has the power and has taken all corporate action required to
create, allot and issue the Placing Shares in the manner proposed and to
enter into and perform this agreement and all authorisations, approvals,
consents and licences required for the allotment and issue of the Placing
Shares and the entering into of this agreement by the Company have been
obtained and remain in full force and effect.
	 
	23.	 	Compliance with UK Securities Laws
	 
	 	 	The Admission Document and the Pricing Announcement contain all
information required by, and the allotment and issue of the Placing
Shares and the issue of the Pricing Announcement and the issue and
distribution of the Admission Document in the manner proposed will comply
with, the Act, the FSMA, the AIM Rules, the rules and regulations of
London Stock Exchange and all other applicable laws, rules and
regulations of the United Kingdom and all other relevant jurisdictions.
	 
	24.	 	Subscription Shares
	 
	 	 	The Subscription Shares will, upon allotment, be free from all claims,
mortgages, charges, pledges, liens, encumbrances and equities and any
third party rights or interests (legal or equitable) or restrictions of
any nature whatsoever and will, save as provided in the Admission
Document, rank pari passu in all respects with the Ordinary Shares in the
issued share capital of the Company.
	 
	25.	 	Tax
	 
	25.1	 	Each member of the Group has, within any applicable time limit, paid all
tax which it has become liable to pay, duly made all returns, given all
notices and supplied all other information required to be made, given or
supplied to any tax authority, and all such returns, notices and
information were and remain true and accurate in all material respects and
were made on a proper basis and no member of the Group is involved in any
dispute with, or subject to any investigation by, any tax authority and,
so far as the Directors are aware, there are no facts or circumstances
which are likely to give rise to any such dispute or investigation.
	 
	25.2	 	All payments made by any member of the Group to any person which ought to
have been made under deduction of tax have been so made and the Group has,
where appropriate, duly accounted to the relevant tax authority for such
tax.
	 
	25.3	 	Save as disclosed in the Long Form Report, each member of the Group is,
to the extent required, registered for the purposes of value added tax and
has complied with the terms of value added tax legislation in all material
respects.
	 
	25.4	 	All national insurance contributions and sums payable to the Inland
Revenue under the PAYE system, due and payable by any member of the Group,
have been paid.
	 
	25.5	 	No member of the Group is, nor at any time has been, a close company for
the purposes of UK tax.
	 
	26.	 	Directors
	 
	 	 	The Directors are all the directors of the Company and there is no other
person who is or could be deemed to be a shadow director of the Company
within the meaning of section 741 of the Act.




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	27.	 	Environmental Matters
	 
	 	 	So far as the Warrantors are aware, each member of the Group has at all
times complied in all material respects with all laws concerning
environmental and health and safety matters, is in possession of all
relevant consents, or other authorisations (together the
“consents”) and
has complied in all material respects with the conditions therein, and
there are no facts or circumstances of which the Directors are aware
entitling a regulatory agency to revoke, vary or not renew any of the
consents; no member of the Group is required to make any material
investment under the terms of any of the consents or the terms of any
relevant legislation in order to renew any of the consents or maintain
the same in full force and effect.
	 
	28.	 	US Securities Laws
	 
	28.1	 	The company is a “foreign issuer” as defined in Rule 902(e) under
Regulation S) that reasonably believes there is no “substantial US market
interest” (as defined under Rule 902(j) under Regulation S) in any of the
Company’s securities that are the same class as the Placing Shares.
	 
	28.2	 	None of the Company, any subsidiary undertaking or the Company or any
person acting on its or their behalf has engaged or will engage in any
“direct selling efforts” (as defined in Rule 902(c) under Regulation S)
with respect to the Placing Shares.
	 
	28.3	 	None of the Company, any subsidiary undertaking or any person acting on
its or their behalf has, directly or indirectly, solicited any offer to
buy, sold or offered to sell or otherwise negotiated in respect of, or
will solicit any offer to buy, sell or offer to sell or otherwise
negotiate in respect of any securities of the same or similar class as the
Placing Shares under circumstances that would require the Placing Shares
to be registered under the Securities Act.
	 
	29.	 	General
	 
	 	 	Eversheds LLP have explained to the Directors the nature of the
responsibilities and obligations of directors of a company whose
securities are traded under the AIM Rules and each Director has received
and read a copy of a memorandum prepared by Eversheds LLP summarising
such responsibilities and obligations.




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SCHEDULE 3




Tax Indemnity





	1.1	 	Subject to paragraph 1.2 and unless the context otherwise indicates,
words, expressions and abbreviations defined in this agreement shall have
the same meanings in this schedule and any provisions of this agreement
concerning matters of construction or interpretation shall mutatis
mutandis apply to this schedule.
	 
	1.2	 	The following words, expressions and abbreviations used in this schedule
shall, unless the context otherwise requires, have the following meanings:
	 
	 	 	“Accounts” means the audited balance sheet and profit and loss account of
each of the Company and its subsidiaries as at, and for the financial
period ended on, the Accounts Date;
	 
	 	 	“Accounts Relief” means any Relief to the extent that the same has either
been shown as an asset of the Company or the relevant subsidiary in the
Accounts or been taken into account in computing, and so reducing or
extinguishing any provision for deferred Tax which appears, or would
otherwise have appeared, in the Accounts;
	 
	 	 	“Claim for Tax” means:






	 	(a)	 	any claim, assessment, demand, notice, determination or other
document issued or action taken by or on behalf of any Tax Authority
or any other person by virtue of which the Company or any of the
subsidiaries is or may have a Tax Liability; and/or
	 
	 	(b)	 	any self-assessment made by the Company or any of the
subsidiaries in respect of any Tax Liability which it considers that
it is or may become liable to pay;






	 	 	“Covenantors” means Insight, Insight Direct and the Executive Directors;
	 
	 	 	“Connected Person” in relation to any Covenantor means any person
connected to that Covenantor as determined by section 839 of the Income
and Corporation Taxes Act 1988 and/or any associate of that Covenantor as
defined in section 417 of that Act;
	 
	 	 	“Event” means every event, act, omission, default, occurrence,
circumstance, transaction, dealing or arrangement of any kind whatsoever
done or omitted to be done by the Covenantors or the Company or any of
the Subsidiaries or which in any way concerns or affects the Company or
any of the Subsidiaries whether or not done or omitted to be done by the
Company or any of the Subsidiaries or the Covenantors;
	 
	 	 	“income profits or gains” includes any other measure by reference to
which Tax is computed;
	 
	 	 	“Instalment” means any payment which is or becomes due and payable by the
Company in accordance with Instalment Payments Regulations;
	 
	 	 	“Instalment Payments Regulations” means the Corporation Tax (Instalment
Payments) Regulations 1998 [SI 1998/3175];
	 
	 	 	“Relief” means any allowance, credit, exemption, deduction or relief
(including without prejudice to the generality of the foregoing loss
relief) from, in computing, against or in respect of Tax or any right to
the repayment of Tax;
	 
	 	 	“Subsidiaries” means the subsidiary undertakings of the Company;
	 
	 	 	“Tax” means any tax, and any duty, impost, levy or charge in the nature
of tax, whether domestic or foreign, and any fine, penalty or interest
connected therewith, including




33









 






	 	 	(without prejudice to the foregoing)
corporation tax, advance corporation tax, income tax, national insurance
and social security contribution, capital gains tax, inheritance tax,
capital transfer tax, petroleum revenue tax, value added tax, customs
excise and import duties, stamp duty, stamp duty land tax, stamp duty
reserve tax, capital duty, and any other payment whatsoever which the
Company or any of the Subsidiaries is or may be or become bound to make
to any person as a result of any taxation statute in each case
irrespective of whether the same is chargeable directly or primarily to
the Company or any of the Subsidiaries or whether an amount in respect
thereof is recoverable from any other person but excluding water rates
and any other charges for the use of utilities, business property rates
and other rates or charges relating to the use or occupation of property;
	 
	 	 	“Tax Authority” means any authority, whether of the United Kingdom or
elsewhere competent to impose, assess or collect tax;
	 
	 	 	“Tax Liability” means:






	 	(a)	 	any liability of the Company to make an actual payment of
Tax, including an Instalment, or in respect of Tax (including in
relation to a group payment arrangement entered into in accordance
with section 36 of the Finance Act 1998), in which case the amount
of the Tax Liability shall be the amount of the actual payment;
	 
	 	(b)	 	the loss, non-availability or reduction of any Accounts
Relief, in which case the amount of the Tax Liability shall be the
amount of Tax paid by the Company which would not have been paid but
for such loss, non-availability or reduction; or
	 
	 	(c)	 	the use by the Company of any Accounts Relief to reduce or
eliminate any liability of the Company to make an actual payment of
Tax in which case the amount of the Tax Liability shall be the
amount of Tax saved by the Company as a result of the use of the
Relief in question.






	 	 	“taxation statutes” means all statutes, and all foreign laws, decrees,
orders and regulations, providing for or imposing any Tax.
	 
	1.3	 	References to income, profits or gains being earned, accrued or received
before a particular date shall include deemed income profits or gains
treated as earned, accrued or received prior thereto.
	 
	2.	 	Indemnity
	 
	2.1	 	Subject to paragraph 2.2, each Covenantor for himself and his legal and
personal representatives hereby severally covenants with Baird and, as a
separate covenant, with the Company (for itself and as trustee for the
Subsidiaries) to indemnify the Company and each of the Subsidiaries
against:






	 	(a)	 	any Tax Liability in respect of, by reference to or in
consequence of:






	 	(i)	 	any failure by that Covenantor or any Connected
Person of that Covenantor (other than the Company) to
discharge any liability for Tax, or the death, dissolution,
liquidation or winding-up of any such person, where the Tax
Liability would not have arisen but for an Event occurring or
period ending on or before Admission;
	 
	 	(ii)	 	income, profits, gains, emoluments or benefits
belonging to, beneficially owned or enjoyed by that Covenantor
or any Connected Person of that Covenantor (other than the
Company) and which are attributable to any
Event occurring or period ending on or before Admission,
excluding any liability which can properly and fully be
discharged out of moneys deducted




34









 






	 	 	 	for the purpose from sums
payable or paid by the Company or a Subsidiary, but including
any increased liability to Tax of the Company or any of the
Subsidiaries attributable to the cost of any emoluments or
benefits not being allowable as a deduction in computing
profits for Tax purposes, and including (for the avoidance of
doubt) any liability to Tax arising in respect of any
distribution or deemed distribution by the Company or any
Subsidiary (whether within section 209, 418 or 419 of the
Taxes Act 1988 or otherwise);
	 
	 	(iii)	 	the application of chapter I of part XVII of the
Taxes Act 1988 (cancellation of tax advantage resulting from
transactions in securities) in relation to any transaction
effected on or before Admission (whether the tax advantage has
been obtained or is obtainable in consequence of that
transaction alone, or that transaction together with another
transaction or other transactions) from which that Covenantor
or any Connected Person of that Covenantor (other than the
Company) derived any benefit or tax advantage or realised any
profit or gain;
	 
	 	(iv)	 	the application of section 776 of the Taxes Act
1988 (artificial transactions in land) in respect of profits
or gains not actually accruing to the Company or any of the
Subsidiaries in respect of any transactions entered into on or
before Admission from or in connection with which that
Covenantor or any Connected Person of that Covenantor (other
than the Company) derived any benefit or tax advantage or
realised any profit or gain;
	 
	 	(v)	 	any chargeable transfer or other transfer of
value (actual, deemed or notional) for the purposes of the
Inheritance Tax Act 1984 made or treated as made at any time
on or before Admission by or to the Covenantor or any
Connected Person of that Covenantor (other than the Company)
(and for the avoidance of doubt such indemnity shall extend to
the imposition or effect of any Inland Revenue charge pursuant
to section 237 of that Act);
	 
	 	(vi)	 	the Company or any of the Subsidiaries ceasing or
having ceased to be associated with that Covenantor or any
Connected Person of that Covenantor (other than the Company)
before Admission;
	 
	 	(vii)	 	the disposal of any asset (including trading
stock) on or before Admission in circumstances where (and only
to the extent that) the consideration actually received (if
any) for such disposal is less than the consideration deemed
to have been received for tax purposes which relates to a
transaction or event from or in connection with which that
Covenantor or any Connected Person of that Covenantor (other
than the Company) derived any benefit or tax advantage or
realised any profit or gain;
	 
	 	(viii)	 	any liability of the Company or any of the Subsidiaries
under chapter II of part XI of the Taxes Act 1988 (loans to
participators etc) which relates to a transaction or event
from or in connection with which the Covenantor or any
Connected Person of that Covenantor (other than the Company)
derived any benefit or tax advantage;
	 
	 	(ix)	 	any liability of the Company or any of the
Subsidiaries pursuant to section 418 of the Taxes Act 1988
arising as a result of any expense incurred by the Company or
any of the Subsidiaries on behalf of the Covenantor or any
Connected Person of that Covenantor (other than the Company)
or the provision of any benefit to the Covenantor or any
Connected Person of that Covenantor (other than the Company)
at any time before Admission; and




35









 






	 	(x)	 	any liability of the Company or any of the
Subsidiaries under section 69 or section 282 of the Taxation
of Chargeable Gains Act 1992 (recovery of capital gains tax or
corporation tax on chargeable gains from beneficiary under
trust or donee of gift) in respect of the transfer of an asset
or the proceeds of sale of an asset (or any part of any asset
by way of gift) in any case to the Covenantor or any Connected
Person of that Covenantor (other than the Company) on or
before Admission;






	 	(b)	 	all costs and expenses incurred or payable by the Company or
any of the Subsidiaries or Baird in connection with any claim under
this schedule.






	2.2	 	The indemnities contained in paragraph 2.1 of this schedule shall not
cover any Tax Liability to the extent that:






	 	(a)	 	provision or reserve in respect thereof has been made in the
Accounts; or
	 
	 	(b)	 	it arises or is increased by reason of any change in law
(including an increase in rates of Tax) or in the published practice
of any Tax Authority first announced or enacted after Admission with
retrospective effect; or
	 
	 	(c)	 	it has been disclosed in the Admission Document; or
	 
	 	(d)	 	it was discharged on or before Admission and the discharge of
such Tax Liability was taken into account in the Accounts; or
	 
	 	(e)	 	payment has already been made by the Covenantors in respect
of it under this schedule 3 or for breach of any Warranty.






	2.3	 	All sums payable by any Covenantor under this schedule shall be paid free
and clear of all deductions or withholdings (including Tax) unless the
deduction or withholding is required by law, in which event or in the
event that the Company or any of the Subsidiaries shall incur any
liability for Tax chargeable or assessable in respect of any payment
pursuant to this schedule, that Covenantor shall pay such additional
amounts as shall be required to ensure that the net amount received and
retained by the Company or the Subsidiary in question (after Tax) will
equal the full amount which would have been received and retained by it
had no such deduction or withholding been made and/or no such liability to
tax been incurred and:






	(a)	 	in applying this paragraph 2.3 no account shall be taken of
the extent to which any liability for Tax may be mitigated or offset
by any Relief available to the Company or the Subsidiary in question
so that where such Relief is available the additional amount payable
hereunder shall be the amount which would have been payable in the
absence of such availability; and
	 
	(b)	 	if following the payment of an additional amount under this
paragraph 2.3 the Company or the Subsidiary in question subsequently
obtains a saving in Tax or a repayment in respect of the deduction,
withholding or liability for Tax giving rise to such amount (other
than a reduction in Tax which would have given rise to a claim under
this schedule or been taken into account in a claim for damages
under the Warranties) the Company or the Subsidiary in question
shall pay to that Covenantor a sum equal to the amount of such
repayment or saving (in both cases to the extent only of the said
additional amount) such payment to be made within 14 days of the
receipt of the repayment or the reduction of Tax due and payable as
the case may be.




36









 












	3.	 	Timing
	 
	3.1	 	Where the Covenantors become liable to make any payment pursuant to
paragraph 2, the due date for the making of that payment (the “Due Date”)
shall be the later of the date falling seven days after the date of demand
to the Covenantors and:






	 	(a)	 	insofar as the claim arises in respect of a Tax Liability
involving the payment of one or more Instalments, in the case of
each Instalment, the date falling seven days before the date on
which that Instalment becomes due and payable in accordance with the
Instalment Payments Regulations;
	 
	 	(b)	 	insofar as the claim arises in respect of any Tax Liability
involving an actual payment of Tax but not falling within paragraph
3.1(a), the date falling seven days before the last day on which a
payment of Tax may be made by the Company without incurring any
liability to interest and/or penalties;
	 
	 	(c)	 	insofar as the claim arises in respect of a Tax Liability:






	 	(i)	 	which relates to the loss, non-availability or
reduction of a repayment of Tax, the date falling seven days
before the day on which such repayment (or increased
repayment) of Tax would have been due and for this purpose it
shall be assumed that the repayment would have become due at
the earliest possible date;
	 
	 	(ii)	 	which relates to the loss, non-availability or
reduction of any Accounts Relief other than a repayment of
Tax, the date falling seven days before the date on which the
Company becomes due to pay any Tax which it would not, but for
such loss, non-availability or reduction have had to pay.






	3.2	 	If any sum due under paragraph 2 of this schedule is not paid by the
Covenantors by the later of the Due Date the same shall carry interest
(from such later date until the date of payment) at the rate of two per
cent. over base rate for the time being of National Westminster Bank Plc
(or in the absence of such rate at such equivalent rate as Baird shall
select) save that interest shall not start to run in respect of any
payments of Tax falling within paragraph 3.1(a) above until seven days
before the day on which the Company or the Subsidiary in question makes
the payment of Tax due.
	 
	4.	 	Right to Reimbursements and Credits
	 
	4.1	 	Subject to paragraph 4.3, in calculating amounts due from the Covenantors
under this schedule no account shall be taken of any entitlement of the
Company or any of the Subsidiaries to make any recovery in respect of that
amount or the circumstances giving rise to the same from some other person
or of any Relief or other benefit which may become available to the
Company or any of the Subsidiaries in consequence of the Tax Liability in
question or the circumstances giving rise to the same.
	 
	4.2	 	If the Company or any of the Subsidiaries is or becomes entitled to
recover from some other person (not being the Company or any Subsidiary
but including, inter alia, any Tax Authority) any amount in respect of the
Tax Liability resulting in a payment by the Covenantors under this
schedule, then, if so required by the Covenantors and if the Covenantors
shall undertake to pay all costs and expenses incurred by the Company or
any of the Subsidiaries and shall provide reasonable security for the
same, shall take all reasonable steps to enforce or procure that the
Company or the Subsidiary so entitled shall enforce that recovery (keeping
the Covenantors fully informed of progress) and shall apply the same in
accordance with paragraph 4.3.




37









 






	4.3	 	If the Company or the Subsidiary in question receives:






	 	(a)	 	a recovery as mentioned in paragraph 4.2; or
	 
	 	(b)	 	a benefit being either a reduction in Tax due and payable or
any increased repayment of Tax in either case as a result of credit
being obtained for a Tax Liability giving rise to a claim under the
terms of this schedule (other than a reduction in a liability to Tax
which would otherwise have itself given rise to a payment hereunder
or been taken into account in a claim for damages under the
Warranties),






	 	 	then the Company or the Subsidiary in receipt thereof shall promptly pay
to the Covenantors an amount equal to so much of the benefit received or
sum recovered (less any Tax paid by the recipient in respect thereof) as
does not exceed the amount which the Covenantors paid in respect of the
Tax Liability in question (together with so much of any interest or
repayment supplement paid to the recipient of the recovery or benefit in
respect thereof as corresponds to the proportion of the recovery or
benefit accounted for under this paragraph 4.3, less any Tax thereon).
	 
	4.4	 	Where any recovery or benefit is accounted for under paragraph 4.3:






	 	(a)	 	the amount of the payment originally made by the Covenantors
under paragraph 2 shall be treated as reduced for all purposes of
this schedule (including any further application of this paragraph
4) and of the agreement; and
	 
	 	(b)	 	the same shall not prejudice the right of the Company or any
of the Subsidiaries to make further recoveries under this schedule
whether in respect of matters to which the original claim related or
otherwise.






	5.	 	Resistance of Claims
	 
	5.1	 	Without prejudice to the indemnities contained in paragraph 2.1, if the
Company or any of the Subsidiaries becomes aware of any matter or
circumstance or of any Claim for Tax or receives any Claim for Tax which
may result in a claim against the Covenantors under this schedule, the
Company or the Subsidiary concerned shall give notice thereof to the
Covenantors giving reasonable details (including the amount) thereof as
soon as reasonably practicable and shall (except where an allegation of
fraud or wilful default or neglect is made) take such appropriate action
as the Covenantors may reasonably request to dispute, resist, appeal,
postpone, compromise or defend the matter or Claim for Tax at the expense
of the Covenantors PROVIDED THAT:






	 	(a)	 	neither the Company nor the Subsidiary concerned shall be
required to take any action unless each of the Company and the
Subsidiaries is indemnified and secured to their satisfaction
against all losses (including additional Tax liabilities, costs,
damages and expenses) which may thereby be incurred;
	 
	 	(b)	 	neither the Company nor the Subsidiary concerned shall be
required to take any action which consists of a hearing before any
tribunal or court of law requested by the Covenantors unless they
have been advised by leading independent tax counsel acceptable to
the Company or the Subsidiary concerned in its reasonable
discretion, after disclosure of all relevant documentation, that it
is reasonable to take such action;
	 
	 	(c)	 	neither the Company nor the Subsidiary concerned shall be
requested by the Covenantors to take any action to resist, settle or
compromise the claim in question which action the Company considers
likely materially to affect adversely the future liability of the
Company or any of the Subsidiaries to Tax; and




38









 






	 	(d)	 	neither the Company nor the Subsidiary concerned shall be
obliged to appeal against any assessment, notice, demand or decision
or take any other action requested by the Covenantors in relation
thereto, if having given the Covenantors written notice of receipt
thereof in accordance with the foregoing, neither the Company nor
the Subsidiary concerned has within 21 days thereafter received
instructions in writing from the Covenantors to do so, and in such
circumstances the Company or the Subsidiary concerned shall be free
to satisfy or settle the relevant claim on such terms as it may in
its absolute discretion think fit.






	6.	 	Time Limit
	 
	 	 	The Covenantors will not be liable under this schedule 3 or for breach of
any Warranty in respect of a Tax Liability of the Company unless within
seven years after the date of this Agreement the Company or any of the
Subsidiaries has given notice to the Covenantors of any Claim relating to
such Tax Liability or of any Event which may give rise to such a claim.




39









 











SCHEDULE 4




Confirmation Letter




	 	 	 
	To:

	 	Robert W. Baird Limited
	

	 	Mint House
	

	 	77 Mansell Street
	

	 	London E1 8AF
	

	 	For the attention of: Shaun Dobson







2004




Dear Sirs,




PLACING OF • ORDINARY SHARES




We refer to the placing
agreement between us dated • 2004 relating to the
above-mentioned Placing (the “Placing Agreement”). Words and expressions
defined in the Placing Agreement have the same meanings herein.




We hereby confirm to you as follows:





	1.	 	each of the conditions referred to in paragraphs (a) to (d) (inclusive)
and (f) to [(g)] (inclusive) of clause 2.1 of the Placing Agreement has
been fulfilled in accordance with its terms;
	 
	2.	 	London Stock Exchange has granted permission for the whole of the
ordinary share capital of the Company, issued and to be issued pursuant to
the Placing to be admitted to trading on AIM (subject only to allotment);
	 
	3.	 	we have complied with our respective obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission; and
	 
	4.	 	none of the Warranties was untrue or inaccurate or misleading at the date
of the Placing Agreement or has become untrue or inaccurate or misleading
by reference to the facts and circumstances subsisting at the date hereof.





	 	 	 
	Yours faithfully,
	 	 
	 
	 	 
	
	 	

	[Director/Officer], duly authorised,

	 	[Director/Officer], duly authorised
	for and on behalf of

	 	for and on behalf of
	Paris plc

	 	Insight Enterprises Inc.
	 
	 	 
	
	 	 
	[Director/Officer], duly authorised,
	 	 
	for and on behalf of
	 	 
	Insight Direct (GB) Limited
	 	 
	 
	 	 
	
	 	

	[Director]

	 	[Director]







40









 






SCHEDULE 5




Documents





	1.	 	Insight, the Company and the Directors shall procure that the following
documents are delivered to Baird immediately after the execution of this
agreement (or as soon thereafter as Baird shall agree):
	 
	1.1	 	two copies of Admission Document signed by each Director or by his agent
or attorney duly authorised in writing (together with the original of any
such authorisation and such number of certified copies thereof as Baird
may reasonably require);
	 
	1.2	 	two original signed copies of the Short Form Report and two original
signed copies of the Statement of Adjustments;
	 
	1.3	 	two original signed copies of the Long Form Report;
	 
	1.4	 	two original signed copies of the Working Capital Report;
	 
	1.5	 	two original signed copies of the report prepared by the Reporting
Accountants addressed to Baird reviewing the estimates of the turnover,
gross profit and operating profit for the Company for the six months ended
30 June 2004 set out in Part III of the Admission Document;
	 
	1.6	 	the original signed copy of the Legal Due Diligence Report addressed to
the Company and Baird;
	 
	1.7	 	a certified copy of the duly executed Resolution and a certified copy of
the certificate of incorporation of re-registration of a Company as a
public limited company dated 7 July 2004;
	 
	1.8	 	two original signed copies of the written consent of the Reporting
Accountants to the inclusion in the Admission Document of the Short Form
Report and the references thereto and to their name in the form and
context in which they are included;
	 
	1.9	 	two original signed copies of the engagement letter dated as of the date
of this agreement between the Company, Baird and the Reporting
Accountants;
	 
	1.10	 	two original signed copies of the comfort letters from the Reporting
Accountants in the form required by the engagement letter referred to in
paragraph 1.9 above in connection with, inter alia, the working capital of
the Group, no significant change in the financial or trading position of
the Group, financial reporting procedures, pro forma financial
information, financial extraction, financial projections, responsibilities
and tax comfort;
	 
	1.11	 	two copies of the agreement between Insight and those persons who are
entitled to participate in the Insight Incentive Scheme (as defined in the
Admission Document), duly executed by the relevant parties thereto;
	 
	1.12	 	one copy of the Verification Notes duly signed by or on behalf of each of
the persons named therein as being responsible for the replies to any of
the questions contained therein;
	 
	1.13	 	one original signed copy of the Insurance Brokers’ Letter;
	 
	1.14	 	original signed responsibility statements and powers of attorney executed
by each Director in the form previously approved by Baird;
	 
	1.15	 	a certified copy of a letter from Eversheds LLP to Baird dated on or
about 7 July 2004 in connection with the use of the name “PlusNet”;




41









 






	1.16	 	one certified copy of the minutes of the meeting of the Directors at
which, inter alia, resolutions were passed approving and authorising the
issue of the Placing Documents, authorising the execution of this
agreement by the Company, conditionally allotting the Subscription Shares,
approving the transfer of the Sale Shares and adopting the Dealing Code
and, if the resolution of the Directors as aforesaid is a resolution of a
committee of the board of Directors, a certified copy of the resolution of
the board of Directors appointing such committee;
	 
	1.17	 	one certified copy of the minutes of the meeting of the directors of
Insight at which, inter alia, resolutions were passed approving the
execution of this agreement and approving the transfer of the Insight Sale
Shares and the transfer to the Sellers (prior to Admission) of the other
Sale Shares pursuant to the exercise of their respective options over such
            shares, and if the resolutions as aforesaid are resolutions of a committee
of the board of directors of Insight, a certified copy of the resolution
of the board of directors of Insight appointing such committee;
	 
	1.18	 	one certified copy of the memorandum and articles of association of the Company;
	 
	1.19	 	one certified copy of the rules of the Company’s new share option scheme;
	 
	1.20	 	one certified copy of each of the service agreements described in Part VI of the Admission Document;
	 
	1.21	 	one certified copy of each of the letters of appointment for the
Non-Executive Directors described in Part VI of the Admission Document;
	 
	1.22	 	one certified copy of each of the Assignment, Software Agreement, Tax
Sharing Agreement, lease and licence as such terms are defined in the
minutes of the meeting of the directors of the Company held on 7 July
2004;
	 
	1.23	 	one original signed copy of the Nominated Adviser Agreement;
	 
	1.24	 	one original signed copy of the Relationship Agreement;
	 
	1.25	 	one original signed copy of the Orderly Marketing Deeds;
	 
	1.26	 	one original signed copy of a letter from the Directors to Baird
confirming the sufficiency of information contained in the Admission
Document;
	 
	1.27	 	one original signed copy of a letter from Eversheds LLP in respect of the
matters contemplated by rule 37 of the AIM Rules;
	 
	1.28	 	one original signed copy of the application for admission to AIM in the
appropriate form issued by the London Stock Exchange;
	 
	1.29	 	two original signed copies of a letter from the Company addressed to
Baird confirming that the working capital available to the Group is
sufficient for its present requirements in the agreed form;
	 
	1.30	 	two certified copies of the share certificate for the Ordinary Shares;
and
	 
	1.31	 	all such further information and documentation (including copies of
documents stated in the Admission Document as being available for
inspection) as Baird may require in connection with the matters referred
to in this agreement and the Placing.






42










 





	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 
	PLUSNET PLC

	 	 	)	 	 	 
	acting by:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	Director     /s/ LEE STRAFFORD
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	Director/Secretary     /s/ ASHOK MAKANJI
	 
	 	 	 	 	 	 
	Executed as a deed

	 	 	)	 	 	 
	by INSIGHT DIRECT (GB)

	 	 	)	 	 	 
	LIMITED

	 	 	)	 	 	 
	acting by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	Director     /s/ STANLEY LAYBOURNE
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	Director/Secretary     /s/ JET GOLIA
	 
	 	 	 	 	 	 
	Executed as a deed

	 	 	)	 	 	 
	by INSIGHT ENTERPRISES

	 	 	)	 	 	/s/ STANLEY LAYBOURNE
	INC.

	 	 	)	 	 	 
	acting by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed as a Deed

	 	 	)	 	 	 
	by LEE STRAFFORD

	 	 	)	 	 	/s/ LEE STRAFFORD
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Nick Bryans
	 	 	 	 	 	 
	Solicitor
	 	 	 	 	 	 
	5 Appold Street
	 	 	 	 	 	 
	London EC2
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed as a Deed

	 	 	)	 	 	 
	by ASHOK MAKANJI

	 	 	)	 	 	/s/ ASHOK MAKANJI
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Emma Millar
	 	 	 	 	 	 
	Trainee Solicitor
	 	 	 	 	 	 
	Senator House
	 	 	 	 	 	 
	85 Queen Victoria Street
	 	 	 	 	 	 
	London EC4
	 	 	 	 	 	 







43









 






	 	 	 	 	 	 	 
	Executed as a Deed

	 	 	)	 	 	 
	by NEIL COMER

	 	 	)	 	 	/s/ NEIL COMER
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Emma Millar
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed as a Deed

	 	 	)	 	 	 
	by KEVIN ADAMS

	 	 	)	 	 	/s/ KEVIN ADAMS
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Nick Bryans
	 	 	 	 	 	 
	Solicitor
	 	 	 	 	 	 
	5 Appold Street
	 	 	 	 	 	 
	London EC2
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed as a Deed

	 	 	)	 	 	 
	by MICHAEL SHERWIN

	 	 	)	 	 	/s/ MICHAEL SHERWIN
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Nick Bryans
	 	 	 	 	 	 
	Solicitor
	 	 	 	 	 	 
	5 Appol Street
	 	 	 	 	 	 
	London EC2
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed as a Deed

	 	 	)	 	 	 
	by ROBERT MOYA

	 	 	)	 	 	/s/ ROBERT MOYA
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Emma Millar
	 	 	 	 	 	 
	Trainee Solicitor
	 	 	 	 	 	 
	85 Queen Victoria Street
	 	 	 	 	 	 
	London EC4
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed by Shaun Dobson

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	/s/ SHAUN DOBSON
	ROBERT W. BAIRD

	 	 	)	 	 	 
	LIMITED

	 	 	)	 	 	 








44