PURCHASE
AGREEMENT

    


    concluded
by and between

    


    Milan
Gottwald,

    Tax Id.
No.: CZ 7502195327

    residing
at: Náklo 334, Postal Code: 783 32

    account
No. 6319656084/2700, kept by UniCredit Bank Czech Republic, a.s.

    (hereinafter
the “Seller”)

    on the
one part

    


    and

    


    SENDIO
s.r.o.

    Id. No.:
281 64 440,

    Tax Id.
No.: CZ28164440

    with its
registered office: Olomouc, Holická 156/49, Postal Code 77900,

    registered
in the Commercial Register kept by the Regional Court in Ostrava in Section C,
Inset 43097,

    represented
by Philip Glyn Styles and William Duncan Troy, Executives of the
company

    (hereinafter
the “Buyer”)

    on the
other part

    


    (the
Seller and the Buyer are hereinafter jointly referred to as the “Parties”)

    


    Preamble

    


    
      	
              A.

            	
              On
      May 28, 2008, the Parties concluded a lease contract providing for
      step-by-step lease of the Premises (as defined in Art. I (1) of the Lease
      Contract) by the Seller to the Buyer (hereinafter the “Lease Contract”). On
      September 16, the Parties concluded Amendment No. 1 to the Purchase
      Agreement.

            


    

    


    
      	
              B.

            	
              The
      Lease Contract was concluded by the Parties with the intention to
      conclude, as soon as possible after the conclusion of the Lease Contract,
      a purchase agreement, whereby the Seller would transfer the ownership
      title to the Premises (as defined in Art. I (1) of the Lease Contract) and
      to other real estate to the Buyer.

            


    

    


    
      	
              C.

            	
              On
      April 18, 2003, the Seller and other co-debtors, on
      the one part, and Živnostenská banka, a.s., with its registered office at
      Na Příkopě 858/20, Prague 1, 113 80, Id. No.: 00001368 (currently,
      UniCredit Bank Czech Republic, a.s., with its registered office: Prague 1,
      Na Příkopě 858/20, Postal Code 111 21, Id. No.: 649 48 242)
      (hereinafter the “Bank“), on the other
      part, concluded Mortgage Loan Agreement No. HF 116/03, as amended by
      Amendment No. 1 to Mortgage Loan Agreement No. HF 116/03 of April 24,
      2003, on the basis of which the Seller was provided with a loan in the
      amount of CZK 20,000,000.00 (in words: twenty million Czech crowns)
      (hereinafter the “Loan”).

            


    


    
      
        initials

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              D.

            	
              Simultaneously
      with this Agreement, the Buyer, the Seller and UniCredit Bank Czech
      Republic, a.s., with its registered office: Prague 1, Na Příkopě
      858/20, Postal Code 111 21, Id. No.: 649 48 242, (hereinafter the
      “Escrow Agent”)
      conclude an escrow agreement (hereinafter the “Escrow Agreement”),
      providing, inter
      alia, for establishment of escrow account No. 2101989486/2700
      (hereinafter the “Escrow
      Account”), which shall be used exclusively for the purposes
      described in the Escrow Agreement.

            


    

    


    
      	
              E.

            	
              The
      Buyer intends to establish his registered office and build manufacturing
      premises in the Real Estate (as defined in Art. I (1) hereof) and to
      operate its business there, and this prior to the legal effects of the
      transfer of the Real Estate to the
Buyer.

            


    

    


    
      	
              F.

            	
              The
      Seller is the exclusive owner of the Real Estate (as defined in Art. I (1)
      hereof) and intends to sell the Real Estate to the Buyer for the agreed
      purchase price and under the terms and conditions stipulated hereafter in
      this Agreement. The Buyer intends to purchase the Real Estate from the
      Seller for the agreed purchase price and under the terms and conditions
      stipulated hereafter in this
Agreement.

            


    

    


    
      	
              G.

            	
              The
      objective of this Agreement is to ensure that the Buyer becomes, with
      effect from July 1, 2009, the exclusive owner of the Real Estate (as
      defined in Art. I (1) hereof) free of any third-party rights, except for
      those on which the Parties have agreed, and also that the Seller is paid
      the agreed purchase price for sale of the Real Estate to the
      Buyer.

            


    

    


    
      	
              H.

            	
              The
      Parties agree that the ownership title to movable assets located in the
      Real Estate on the date of conclusion hereof, or on the date of effect of
      the transfer of the Real Estate to the Buyer, as appropriate, (e.g.
      apparatus, equipment of offices, etc.), in which the Buyer is interested
      and which the Seller intends to sell, shall be transferred from the Seller
      to the Buyer by virtue of a separate purchase contract concluded between
      the Parties.

            


    

    


    I.

    Subject
of the Agreement

     

    
      
        	
                1.

              	
                This
      Agreement provides for the transfer of the following buildings and land,
      including their parts and accessories (the accessories are specified in
      more detail in Schedule No. 8
      hereof), for consideration:

              


      

       

      
        
          
            	
                  	
                    ● 

                  	
                    building
      No. 156, administrative building on construction property lot No. 1416,
      part of municipality: Hodolany

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, manufacture, on construction property lot
      No. 1415

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, technical infrastructure, on construction
      property lot No. 1417

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, infrastructure, on construction property lot
      No. 1418

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, other structure, on construction property
      lot No. 1419

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, infrastructure, on construction property lot
      No. 1422

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, infrastructure, on construction property lot
      No. 1423

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, manufacture, on construction property lot
      No. 1677/1

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, garage, on construction property lot No.
      1614

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, garage, on construction property lot No.
      1615

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, garage, on construction property lot No.
      1616

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, garage, on construction property lot No.
      1617

                  


          

        

      

    

     

    
      
        initials

         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    
                    

                  	
                    ● 

                  	
                    building
      without land-registry number, garage, on construction property lot No.
      1618

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, garage, on construction property lot No.
      1619

                  


          

          
            	
                  	
                    ● 

                  	
                    building
      without land-registry number, technical infrastructure, on construction
      property lot No.
1417

                  


          

        

      

    

     

    
      
        
          	
                	
                  ● 

                	
                  construction
      property lot No. 1415, with an area of 6 775 m2,
      built-up area and courtyard;

                


        

      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1416, with an area of 928 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1418, with an area of 74 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1417, with an area of 480 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1419, with an area of 86 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1422, with an area of 82 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1423, with an area of 23 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1677/1, with an area of 455 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                property
      lot No. 567/3, with an area of 502 m2,
      other area, different area;

              


      

      
        	
              	
                ● 

              	
                property
      lot No. 568/2, with an area of 1 048 m2,
      other area, different area;

              


      

      
        	
              	
                ● 

              	
                property
      lot No. 568/8, with an area of 12 753 m2,
      other area, handling area;

              


      

      
        	
              	
                ● 

              	
                property
      lot No. 568/10, with an area of 493 m2,
      other area, different area;

              


      

      
        	
              	
                ● 

              	
                property
      lot No. 578/3, with an area of 1 815 m2,
      other area, other road;

              


      

      
        	
              	
                ● 

              	
                property
      lot No. 582/2, with an area of 3 400 m2,
      other area, different road;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1614, with an area of 18 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1615, with an area of 18 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1616, with an area of 19 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1617, with an area of 18 m2,
      built-up area and courtyard;

              


      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1618, with an area of 18 m2,
      built-up area and courtyard;

              


      

      
        
          
          

        

      

      
        	
              	
                ● 

              	
                construction
      property lot No. 1619, with an area of 18 m2,
      built-up area and courtyard;

              


      

      
        
          	
                	
                  ● 

                	
                  property
      lot No. 568/13, with an area of 2 708 m2,
      other area, different
area;

                


        

      

              

    

    
      	
               
      

            	
              all
      the above in the cadastral area of Hodolany, the municipality of Olomouc,
      registered in the Land Registry kept by the Cadastral Authority for the
      Olomouc Region, Olomouc cadastral workplace, on title sheet (LV) No. 2978
      (hereinafter the “Premises”), from the
      ownership of the Seller to the ownership of the Buyer. An up-to-date
      extract from the Land Registry, in which the Real Estate is recorded, is
      attached to this Agreement as its Schedule No. 1.
      A ground plan of the Real Estate is attached to this Agreement as its
      Schedule No.
      2.

            


    

    


    
      	
              2.

            	
              By
      virtue of this Agreement, the Seller sells, i.e. transfers for
      consideration, the Real Estate to the Buyer under the terms and conditions
      stipulated herein and for the agreed Purchase Price (as defined in Art. II
      (1) hereof) and, by virtue of this Agreement, the Buyer purchases, i.e.
      accepts the ownership title to, the Real Estate, tel quel, from the
      Seller under the terms and conditions stipulated herein, and agrees to pay
      the Seller the agreed Purchase Price. The effects of purchase and sale of
      the Real Estate hereunder are subject to the preconditions stipulated in
      Art. VII (1) hereof.

            


    

    


    
      	
               
      

            	
              II.

            


    

    
      	
               
      

            	
              Purchase
      Price for the Real Estate

            


    

     

    
      
      

    

    
      
        	
                1.

              	
                The
      Parties agree on the purchase price for the Real Estate in the amount of
      CZK 179,000,000.00 (in words: one hundred and seventy-nine million Czech
      crowns) (hereinafter the “Purchase
      Price”).

              


      

    


    
      
        initials

         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              2.

            	
              The
      Buyer shall pay the Purchase Price to the Seller by means of the Escrow
      Account, with the collaboration of the Escrow Agent, under the payment
      terms and other terms and conditions, as specified in Art. III. and Art.
      IX. hereof.

            


    

    


    
      III.

    

    
      Payment
Terms

    

    


    
      	
              1.

            	
              The
      Parties jointly represent and confirm that, prior to conclusion hereof, on
      May 29, 2008, the Buyer paid the Seller, and the Seller received from the
      Buyer, the amount of CZK 4,000,000.00 (in words: four million Czech
      crowns). The Parties acknowledge that, according to their joint will, as
      of May 29, 2008, the above was a payment effected on the basis of Art. IV
      (5) of the Lease Contract as an advance on future payments of the rent
      under the Lease Contract. Furthermore, the Parties acknowledge that, as a
      consequence of conclusion hereof, in accordance with Art. XV (4) of the
      Lease Contract, this payment shall further be considered to be an advance
      on the Purchase Price within the meaning of Section 498 of the Civil Code,
      or first installment on the Purchase Price
  hereunder.

            


    

    


    
      	
              2.

            	
              The
      Buyer agrees to deposit the balance of the Purchase Price for the Real
      Estate in the Escrow Account in individual installments as
      follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      amount of CZK 11,000,000.00 (in words: eleven million Czech crowns) shall
      be paid by the Buyer into the Escrow Account at the latest by February 28,
      2009;

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      amount of CZK 2,500,000.00 (in words: two million five hundred thousand
      Czech crowns) shall be paid by the Buyer into the Escrow Account at the
      latest by April 30, 2009;

            


    

    
      	
               
      

            	
              (iii)

            	
              the
      amount of CZK 3,000,000.00 (in words: three million Czech crowns) shall be
      paid by the Buyer into the Escrow Account at the latest by May 5,
      2009;

            


    

    
      	
               
      

            	
              (iv)

            	
              the
      amount of CZK 153,130,000.00 (in words: one hundred and fifty-three
      million one hundred and thirty thousand Czech crowns) shall be paid by the
      Buyer into the Escrow Account (subject to a possible change pursuant to
      Art. III (6) hereof) at the latest by June 30,
  2009;

            


    

    
      	
               
      

            	
              (v)

            	
              the
      amount of CZK 5,370,000.00 (in words: five million three hundred and
      seventy thousand Czech crowns) shall be paid by the Buyer into the Escrow
      Account (subject to a possible change pursuant to Art. III (6) hereof) at
      the latest by June 30, 2009.

            


    

    


    
      	
              3.

            	
              The
      obligation of the Buyer to deposit the individual installments in the
      relevant account pursuant to Art. III (2) hereof shall be considered to be
      duly fulfilled upon crediting the entire amount of the relevant individual
      installment to the Escrow Account.

            


    

    


    
      	
              4.

            	
              The
      Buyer shall also be entitled to pay the individual parts of, or
      installments on, the Purchase Price, as specified in Art. III (2) hereof
      prior to the individual dates stipulated in Art. III (2) hereof. In this
      case, the Buyer shall pay any contractual fine and other penalties
      required by the Bank in connection with early repayment of the
      Loan.

            


    

    


    
      	
              5.

            	
              The
      manner and terms of payment of part of the Purchase Price in the amount of
      CZK 175,000,000.00 by the Buyer into the Escrow Account, as well as the
      manner and terms of release of the money from the Escrow Account, are
      described in Art. IX. hereof and also in the Escrow Agreement, whose
      wording, approved by the Parties, without annexes, is attached to this
      Agreement as its Schedule
      No. 3.

            


    


    
      
        initials

         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              6.

            	
              The
      manner of payment of the individual installments on the Purchase Price as
      specified in Art. III (2) (iv) and (v) hereof, as regards identification
      of the account into which the relevant amount is to be paid, may be
      changed after conclusion hereof. The conditions of the change, including
      the related changes in the manner of subsequent release of the Purchase
      Price, are specified in Art. XIV (8)
hereof.

            


    

    


    
      IV.

    

    
       Seller’s
Representations and Warranties

    

    


    
      	
               
      

            	
              1.

            	
              The
      Seller represents and warrants to the Buyer
  that:

            


    

     

    
      	
            	
              (a)

            	
              he
      has all the necessary authorizations and powers to conclude and perform
      this Agreement and to perform his obligations following from this
      Agreement; this Agreement gives rise to a legally binding and valid
      obligation of the Seller that can be enforced against him in accordance
      with its terms and deadlines;

            


    

     

    
      	
            	
              (b)

            	
              he
      is the exclusive owner of the Real Estate and has been the exclusive owner
      thereof for a period exceeding 3 (three) years prior to conclusion
      hereof;

            


    

     

    
      	
            	
              (c)

            	
              the Real Estate is neither
      divided nor combined and is free of any legal defects, particularly
      contractual pre-emption rights, contractual mortgage rights, except for
      the mortgage right established in favor or the Bank which secures the
      Seller’s debt in the amount of CZK 20,000,000.00, third-party rights
      corresponding to contractual easements, except for the easements set forth
      on Title Sheet (LV) No. 2978, which is attached to this Agreement as its
      Schedule
      No. 1, lease rights
      and other rights of use, except for the leases set forth in Schedule
      No. 5 hereof, other
      rights or limitations and encumbrances for the benefit of third parties,
      regardless of whether or not these rights are registered in the Land
      Registry, including, but not limited to, the fact that it is not the
      subject of any pending enforced restitution claims, it is not encumbered
      with any tax or other receivables or arrears, and no court,
      administrative, arbitration or other proceedings are pending with respect
      to the ownership title or right of use to the Real Estate, and the Seller
      and/or any person authorized by the Seller has not performed any act that
      could encumber or limit the Real Estate in any of the above-mentioned
      ways, except for the easements that have arisen by operation of law,
      without the prior consent of the Buyer; the Seller is not aware that the
      legal relationships to the Real Estate would be or could be affected by a
      change in the legal relationships (i.e. a “note”);

            


    

     

    
      	
            	
              (d)

            	
              the
      Seller is not aware that the Real Estate would have other factual material
      defects having their origin in the period when the Seller was the owner of
      the Real Estate (i.e. 5 years – since May 2003) other than those of which
      the Seller has informed the Buyer prior to conclusion hereof and/or those
      that the Buyer has ascertained himself on the basis of his investigations
      prior to conclusion hereof and of which he has notified the Seller in
      accordance with Art. VI (1) (h)
hereof;

            


    

     

    
      
        initials

         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
            	
              (e)

            	
              no
      third person, including the tenants set forth in Schedule No. 5
      hereof, is entitled, or has incurred within the last four (4) years prior
      to the effect of the transfer of the Real Estate hereunder, an unsettled
      entitlement to request that the Seller reduce the amount of the rent or
      provide a discount on the rent, indemnification or any other pecuniary
      amount (including claims on the grounds of unjust enrichment, etc.); no
      third person, including the aforementioned tenants, has provided, either
      in the past or at the present time, any advance payment in any form
      whatsoever on rent or fees for services, or has provided the Seller with
      any down payment or performance aimed at a future performance that is to
      be effected at any time after July 1, 2009, except for the usual security
      deposits or payments set out in the contracts with the tenants pursuant to
      Schedule No.
      5 hereof; if the Seller has received any funds from the tenants of
      the Real Estate for the purpose of securing the rent and payments for the
      performances provided in connection with use of the real estate and for
      payment of any obligations related to the lease of the Real Estate
      (deposits, security, collateral) and these are related to the period when
      the right to manage the Real Estate was already borne by the Buyer as the
      owner of the Real Estate, the Seller agrees to transfer such funds within
      14 (fourteen) days of acceptance of the Real Estate pursuant to Art. VIII
      (1) (iv) and Art. X. hereof to the Buyer’s bank account, which shall be
      communicated by the Buyer to the Seller to this end (this provision shall
      not apply to down payments, security deposits and other funds obtained by
      the Seller from the Buyer on the basis of the Lease
    Contract;

            


    

     

    
      	
               
      

            	
              (f)

            	
              if
      the following was stored or maintained in the Real
  Estate:

            


    

     

    
      	
               
      

            	
              (i)

            	
              hazardous waste, as defined in
      Section 4 (a) of Act No. 185/2001 Coll., on waste, as amended (hereinafter
      the “Waste Act”); and/or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              dangerous substances, as defined
      in Section 2 (5) of Act No. 356/2003 Coll., on chemical substances and
      chemical preparations, as amended (hereinafter the “Chemical Substances
      Act”); and/or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              dangerous preparations, as
      defined in Section 2 (5) of the Chemical Substances
      Act;

            


    

     

    the above
was stored and/or maintained in accordance with the applicable legal
regulations, particularly the Waste Act. This representation is related to the
period: (i) with
respect to the Remaining Part of the Real Estate, from the date when the Seller
became the owner of the Real Estate to the date of delivery of the Remaining
Part of the Real Estate to the Buyer; and (ii) with respect to the
subject of the lease, as defined in the Lease Contract, from the date when the
Seller became the owner of the Real Estate to the date of conclusion of the
Lease Contract.

     

    Furthermore,
the Seller represents and warrants that he has not obtained any written
information, notice, study or documentation that would bindingly demonstrate any
environmental damage to the Real Estate or parts thereof within the meaning of
Section 2 (a) of Act No. 167/2008 Coll., on prevention of environmental damage
and its remedy, as amended.

     

    
      	
            	
              (g)

            	
              he
      is not aware that any hazardous waste as defined in subpar. (0) above
      would be stored or maintained in the Real Estate and/or part thereof prior
      to acquisition of the Real Estate by the
Seller;

            


    

     

    
      	
               
      

            	
              (h)

            	
              he
      is not aware that any unauthorized structures would be located in the Real
      Estate, regardless of whether or not these structures would be registered
      in the Land Registry or third-party
structures;

            


    

     

    
      	
               
      

            	
              (i)

            	
              direct
      access to the Real Estate is ensured for pedestrians and vehicles from a
      public road; the Seller is not aware that access by pedestrians and/or
      vehicles to the Real Estate would be restricted in any manner whatsoever
      (except for usual maintenance and repairs) and/or subject to
      payment;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Seller represents that, as of the date of hereof, there is no pending
      court dispute with any supplier of electricity, water, gas and heat and
      the contracts with these suppliers are not being breached, as a
      consequence of which these contracts would be terminated; furthermore, the
      Seller represents that no fees are paid for use of the engineering
      networks to which the Real Estate is directly linked and that their use
      results in no additional costs or other obligations; the Seller is not
      aware of any disputes with the mentioned suppliers with respect to the
      prices of energies and/or outstanding payments for the provided
      services;

            


    

     

    
      
        initials

         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              
              

            	
              (k)

            	
              the
      Seller agrees to pay the installments on the Loan duly, in the full amount
      and in a timely manner, as agreed in the Mortgage Loan Agreement specified
      in Recital C. hereof.

            


    

     

    
      	
              2.

            	
              The
      Seller makes the representations and warranties set out in this Art. IV
      hereof as of the date of this Agreement and is aware that the Buyer relies
      on these representations and warranties in conclusion hereof and would
      never conclude this Agreement without
them.

            


    

    


    
      	
              3.

            	
              The
      Seller agrees to reassure the Buyer of the continuing validity, accuracy
      and completeness of the representations and warranties set out in this
      Art. IV. hereof repeatedly, including prior to the actual transfer of the
      Real Estate in accordance with Art. VIII (1) (i) hereof. If the Seller is
      unable to provide this reassurance, because he is aware of any facts or
      matters that could cause this reassurance to be false, inaccurate,
      incomplete or misleading, he shall explicitly state these facts in the
      reassurance as exemptions.

            


    

    


    
      	
              4.

            	
              The
      Seller represents that, as of the date hereof, he is not aware of any
      breach of the representations and warranties of the Buyer set out in Art.
      VI. hereof.

            


    

    


    V.

     

    Seller’s
Obligations

     

    
      	
              1.

            	
              The
      Seller agrees that, at the latest by June 30, 2009, the Real Estate will
      be free of any legal defects, particularly contractual pre-emption rights,
      contractual mortgage rights, third-party rights corresponding to
      contractual easements, except for the easements set forth in Schedule No. 7
      hereof and easements established on the basis of the legal regulations or
      decisions of public authorities without respect to the Seller’s will,
      lease rights and other rights of use, except for the leases set forth in
      Schedule No.
      5 hereof, other rights or limitations and encumbrances for the
      benefit of third parties, regardless of whether or not these are rights
      registered in the Land Registry.

            


    

     

    
      	
              2.

            	
              The
      Seller’s obligation pursuant to Art. V (1) hereof also does not cover the
      mortgage right for the benefit of the Bank securing its receivables from
      the Loan. The effects of this obligation are conditional on due deposition
      of the individual installments on the Purchase Price in the Escrow Account
      pursuant to Art. III (2) (i) to (iii) hereof. Furthermore, the Parties
      represent and acknowledge that the time of deletion of this mortgage right
      from the Land Registry cannot be unambiguously specified and influenced on
      the date of conclusion hereof, as it depends on the procedure of the
      competent cadastral authority and due collaboration by the Bank. The
      Seller agrees that, without undue delay after the above-specified
      preconditions for effects of this obligation are fulfilled, he will take
      all steps that can be reasonably required from him to ensure that the
      mortgage right is deleted from the Land Registry at the latest by the date
      specified in Art. V (1) hereof or as soon as possible
      thereafter.

            


    

     

    
      	
              3.

            	
              The
      Seller’s obligation to maintain the Real Estate in a condition enabling
      the Buyer to use the Real Estate in accordance with the provisions of the
      Lease Contract is in no way prejudiced by this
  Agreement.

            


    

     

    
      
        initials

         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      VI.

    

     

    
      Buyer’s
Representations and Warranties

    

    


    
      	
              1.

            	
              The
      Buyer represents and warrants to the Seller
  that:

            


    

     

    
      	
               
      

            	
              a)

            	
              it
      is a limited liability company duly established and existing under the
      laws of the Czech Republic and has the capacity to conclude this Agreement
      and perform all the rights and obligations following for the Buyer from
      this Agreement, for which it also has all the necessary authorizations and
      powers, which condition also applies to the person who will execute and
      conclude this Agreement on behalf of or for the Buyer; this Agreement
      gives rise to a legally binding and valid obligation of the Buyer that can
      be enforced against it in accordance with its terms and deadlines; the
      details on the Buyer set out in the up-to-date extract from the Commercial
      Register, which is attached to this Agreement as its Schedule No. 6,
      correspond to the facts;

            


    

     

    
      	
               
      

            	
              b)

            	
              the
      Buyer (as a corporation) has a sole shareholder, namely VU1 Corporation,
      with its registered office in 557 Roy Street, Suite 125, WA 98109, U.S.A.
      (registered in California at San Mateo, Gateway Drive, Suite 200 1840, 944
      04, CA, U.S.A.) (hereinafter “VU1 Corporation”);

            


    

     

    
      	
               
      

            	
              c)

            	
              all
      consents of the General Meeting, any other body of the Buyer and/or VU1
      Corporation, administrative bodies or other public authorities and/or the
      courts that are necessary for conclusion hereof, as well as for
      acquisition of the Real Estate by the Buyer and payment of the Purchase
      Price hereunder, have been granted;

            


    

     

    
      	
               
      

            	
              d)

            	
              conclusion
      of this Agreement and performance of the obligations arising out of this
      Agreement by the Buyer will not violate any legal regulation, contractual
      or statutory obligation or any court, administrative or other decision of
      public authorities concerning the
Buyer;

            


    

     

    
      	
               
      

            	
              e)

            	
              the
      Buyer performs its obligations duly and in time,
  and

            


    

     

    
      	
               
      

            	
              (i)

            	
              is
      not insolvent or in danger of
insolvency;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              has
      not lodged an insolvency petition and/or proposal for a moratorium related
      to it and has not been informed that such a proposal would be lodged by
      any third party;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              is
      not negotiating with its creditors on conclusion of any agreement, on the
      basis of which the creditors would obtain and/or would be paid smaller
      amounts than those equal to the nominal value of their
      receivables;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              has
      no insolvency trustee, execution administrator, receiver or other
      administrator, liquidator, curator or guardian appointed by the court or
      some other public authority or appointed otherwise, who would limit the
      disposal of its assets; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              has
      no unperformed obligations imposed thereon by a court or other decision,
      order or arbitral award and no enforcement of a decision or execution is
      pending with respect to it or its
assets;

            


    

     

      where
this representation is valid to the full extent also for VU1
Corporation;

     

    
      	
               
      

            	
              f)

            	
              the
      Buyer is fully capable of performing its obligations arising for the Buyer
      from this Agreement in a due and timely manner; furthermore, the Buyer
      represents that, at the latest within the deadlines stipulated in this
      Agreement or, as the case may be, in the Escrow Agreement, it will have
      available sufficient funds to pay the parts of the Purchase price
      stipulated by this Agreement or, as the case may be, the Escrow
      Agreement;

            


    

     


    
      
        initials

         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              g)

            	
              the
      guarantor’s declaration made by the Buyer’s parent company, i.e. VU1
      Corporation, as set out in Art. VI (2) hereof, is valid, binding and fully
      enforceable by the Seller in accordance with its terms and
      deadlines;

            


    

     

    
      	
               
      

            	
              h)

            	
              prior
      to conclusion hereof and also as of the date of effects hereof, the Buyer
      was able to become thoroughly acquainted with the Real Estate and its
      condition, without any limitation,  and used this opportunity to
      the full extent, particularly by performing legal, environmental and
      construction-technical audit (due diligence) of the Real Estate (which it
      completed on March 18, 2008), including control of its actual state and
      visual control aimed at assessing the statics and dynamics of the Real
      Estate (performed on August 21, 2008), and, on the basis of this
      inspection, studies and assessment, it has found no defects in the Real
      Estate, other than those that the Buyer communicated to the Seller prior
      to conclusion hereof; simultaneously, the Buyer represents that it finds
      the condition of the Real Estate to be suitable and compatible with the
      subject and objective hereof, and that it has not required, either in
      writing or orally, any specific properties of the Real Estate, other than
      those that are expressly specified in this Agreement, and that it has not
      been assured by the Seller in any way whatsoever of any specific
      properties of the Real Estate, other than those that are expressly
      stipulated in this Agreement; furthermore, the Buyer represents that it is
      sufficiently acquainted with the legal and factual condition of the
      building without a Reg. No., technical infrastructure, located on property
      lot No. 1417 in the cadastral area of Hodolany, the municipality of
      Olomouc (the “water plant”).

            


    

     

    


    
      
        	
                2.

              	
                The
      Buyer agrees to submit to the Seller, on the date of conclusion hereof, a
      valid and binding guarantor’s declaration issued by its parent company,
      VU1 Corporation, for the amount of CZK 13,500,000.00 (in words: thirteen
      million five hundred thousand Czech crowns), in order to secure the
      Buyer’s obligations following from Art. III (2) (i) and (ii) hereof. The
      amount set forth in this paragraph shall gradually be automatically
      reduced by the individual advance payments on the Purchase Price paid by
      the Buyer pursuant to Art. III (2) (i) and (ii)
  hereof.

              


      

    

    


    
      	
              3.

            	
              The
      Buyer makes the representations and warranties set out in this Art. VI
      hereof as of the date of this Agreement and is aware that the Seller
      relies on these representations and warranties in conclusion hereof and
      would never conclude this Agreement without
  them.

            


    

    


    
      	
              4.

            	
              The
      Buyer agrees to reassure the Seller of the continuing validity, accuracy
      and completeness of the representations and warranties set out in this
      Art. VI. hereof repeatedly, including prior to the actual transfer of the
      Real Estate in accordance with Art. VIII. (1) (i) hereof. If the Buyer is
      unable to provide this reassurance, because it is aware of any facts or
      matters that could cause such reassurance to be false, inaccurate,
      incomplete or misleading, it shall explicitly state these facts in the
      reassurance as exemptions.

            


    

    


    
      	
              5.

            	
              The
      Buyer represents that, as of the date hereof, it is not aware of any
      breach of the representations and warranties of the Seller set out in Art.
      IV. hereof.

            


    


    
      
        initials

         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      VII.

    

    
      Conditions
Precedent

    

    


    
      	
              1.

            	
              The
      effects of Art. I (2) hereof are subject to fulfillment of the following
      conditions precedent:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Parties have concluded the Escrow Agreement with the Escrow Agent (this shall
      in no way prejudice Art. XIV (8)
hereof);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      individual installments on the Purchase Price pursuant to Art. III (2)
      hereof (i.e. the total amount of CZK 175,000,000.00; in words: one hundred
      and seventy-five million Czech crowns) have been deposited in the Escrow
      Account, which fact shall be proven by a declaration of the Escrow Agent in
      accordance with the Escrow
Agreement.

            


    

    


    
      	
              2.

            	
              If
      the conditions precedent set out in Art. VII (1) hereof are not fulfilled
      by January 31, 2010 or on a later date agreed in writing by the Parties,
      this Agreement shall expire and the Purchase Price in the amount deposited
      in the Escrow Account, including accrued interest, shall be returned to
      the Buyer in accordance with the Escrow Agreement. All the rights and
      obligations of the Parties under this Agreement shall expire upon expiry
      of this Agreement, except for the rights and obligations of the Parties
      incurred as a consequence of breach of the obligations
      hereunder.

            


    

    


    VIII.

    Transfer

    


    
      	
              1.

            	
              Without
      undue delay after the Escrow Agent makes a
      declaration pursuant to Art. VII (1) (ii) hereof to the effect that the
      entire amount of the Purchase Price has been deposited in the Escrow
      Account, the Parties shall perform the following acts in the following
      order:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Parties shall submit to each other an up-to-date written confirmation on
      the validity, accuracy and completeness of the representations and
      warranties pursuant to Art. IV (3) and Art. VI (4) hereof; and
      subsequently

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Seller and the Buyer shall draw up a joint declaration and confirmation
      for the purposes of lodging an application for registration of the
      ownership title to the Real Estate in the Land Registry pursuant to
      paragraph (iii) hereof to the effect that all the preconditions for
      effectiveness of the purchase and sale of the Real Estate (transfer)
      pursuant to this Agreement have been fulfilled; the form of this
      declaration is attached to this Agreement as its Schedule No. 4;
      and subsequently

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Buyer or a representative authorized by the Buyer shall lodge an
      application for registration of the ownership title to the Real Estate in
      the Land Registry, with all the requisites and annexes, with the competent
      cadastral authority; and
subsequently

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Seller shall deliver, and the Buyer shall accept from the Seller, the Real
      Estate in accordance with Art. X.
hereof.

            


    

    


    In order
to avoid any doubts, the Parties state that, if any of these acts is not
performed, the transfer cannot proceed and cannot be completed. Furthermore, the
Parties agree to take all steps and, at the same time, provide each other with
all collaboration that can be reasonably required from them to ensure that all
these acts are performed at the latest by July 1, 2009.


    
      
        initials

         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
              2.

            	
              The
      special provisions set out in Art. XI. hereof shall apply for the purposes
      of registration of the ownership title to the Real Estate in the Land
      Registry pursuant to Art. VIII (1) (iii)
hereof.

            


    

    


    
      	
              3.

            	
              The Buyer shall acquire the
      ownership title to the Real Estate upon registration of the title in the
      Land Registry, with legal effects as of the date of delivery of the
      application for registration to the cadastral authority, in accordance
      with Section 133 (2) of the Civil Code and Section 2 (3) of Act No.
      265/1992 Coll., on registration of ownership titles and other rights in
      rem to real estate, as
amended.

            


    

    


    
      IX.

    

    
      Settlement

    

    


    
      	
              1.

            	
              Without
      undue delay after registration of the ownership title of the Buyer to the
      Real Estate is permitted through a final decision issued on the basis of
      an application for registration lodged in accordance with Art. VIII (1)
      (iii), the following acts shall be performed, in the following
      order:

            


    

    


    
      	
               
      

            	
              (i)

            	
              pursuant
      to the relevant provisions of the Escrow Agreement, the Escrow Agent shall
      pay to the Seller, from the Escrow Account, the amount of CZK
      153,130,000.00 (in words: one hundred and fifty-three million one hundred
      and thirty thousand Czech crowns) into the Seller’s account specified in
      the header hereof and shall submit a written confirmation of this fact to
      each of the Parties; and
subsequently

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Seller shall pay, to the substantively and locally competent tax
      authority, real estate transfer tax on the grounds of transfer of the Real
      Estate hereunder and submit the relevant document to this effect to the
      Escrow Agent;
      and subsequently

            


    

     

    
      	
               
      

            	
              (iii)

            	
              pursuant
      to the relevant provisions of the Escrow Agreement, the Escrow Agent shall
      pay to the Seller, from the Escrow Account, the amount of CZK 5,370,000.00
      (in words: five million three hundred and seventy thousand Czech crowns)
      into the Seller’s account specified in the header hereof; and
      subsequently

            


    

     

    pursuant
to the relevant provisions of the Escrow Agreement, the
Escrow Agent shall
pay, from the Escrow Account, the accrued interest into the Buyer’s account;
this shall in no way prejudice Art. XV (3) hereof. Any other funds in the Escrow
Account, if any, shall be paid by the Escrow Agent in accordance with
the applicable provisions of the Escrow Agreement to the Buyer. In order to
avoid any doubts, the Parties state that, if any of these acts is not performed,
the settlement cannot proceed and cannot be completed.

    


    
      	
              2.

            	
              Further
      details on the required formalities and procedural aspects of the
      settlement are stipulated in the Escrow Agreement (or are
      stipulated in accordance with Art. XIV (8) hereof, as
      appropriate).

            


    

    


    
      X.

    

    
      Delivery
and Acceptance of the Real Estate

    

    


    
      	
              1.

            	
              The
      Parties represent and confirm that the Buyer already uses or will use a
      major part of the Real Estate for its needs on the basis of the Lease
      Contract and that this part of the Real Estate has been or will be duly
      delivered by the Seller to the Buyer in accordance with the Lease
      Contract. The subject of delivery and acceptance pursuant to this
      Agreement shall consist solely in the remaining part of the Real Estate
      that has not been delivered to the Buyer on some other grounds,
      particularly on the grounds of the Lease Contract (hereinafter the “Remaining Part of the Real
      Estate”).

            


    


    
      
        initials

         


      

      
        11

        
          

        

      

      
         


      

    


    


    
      	
              2.

            	
              The
      Seller shall be obliged to deliver the Remaining Part of the Real Estate
      to the Buyer and the Buyer shall be obliged to accept the Remaining Part
      of the Real Estate from the Seller in accordance with Art. VIII (1) (iv)
      hereof, unless the Parties agree
otherwise.

            


    

    


    
      	
              3.

            	
              The
      Buyer and the Seller shall execute a protocol on delivery and acceptance
      of the Remaining Part of the Real Estate. The time of completion of the
      process of delivery of the Remaining Part of the Real Estate, execution of
      the protocol on delivery and acceptance of the Remaining Part of the Real
      Estate by both Parties and the time when the Seller hands over all the
      keys/chip cards and documents (e.g. lease contracts, supplier contracts,
      plans, etc.) related to the Real Estate (including the Remaining Part of
      the Real Estate) shall be deemed to be the time of full and due delivery
      and acceptance of the Real Estate (as a whole) by the Seller to the Buyer
      hereunder, including those parts of the Real Estate that were delivered to
      the Buyer earlier on some other grounds, particularly on the basis of the
      Lease Contract. Both Parties shall also confirm this full and due delivery
      and acceptance of the Real Estate (as a whole) in the protocol mentioned
      in the first sentence of this
provision.

            


    

    


    
      
      

    

    
      
      

    

    
      
        XI.

      

      Special
Provisions on Application for Registration

       

    

    
      	
              1.

            	
              The
      Buyer or a representative authorized by the Buyer agrees to lodge an
      application for registration of the ownership title to the Real Estate
      together with all the requisites and annexes with the competent cadastral
      authority in accordance with Art. VIII (1) (iii) hereof. The Buyer agrees
      to submit a copy of the application for registration of the ownership
      title to the Real Estate in the Land Registry with the stamp of the filing
      department of the cadastral authority, date and file number to the Seller
      promptly after lodging of the application for registration of the Buyer’s
      ownership title to the Real Estate.

            


    

    


    
      	
              2.

            	
              If
      the competent cadastral authority requests that the Parties remedy any
      shortcomings or errors in the application for registration of the
      ownership title to the Real Estate, the Parties agree to deal with this
      request and supplement or explain any facts or submit any additional
      documents without undue delay, but in any case not later than within ten
      (10) business days of the date of delivery of the request to any of the
      Parties.

            


    

    


    
      	
              3.

            	
              If
      the competent cadastral authority discontinues the proceedings on
      permitting registration or rejects the application for registration of the
      Buyer's ownership title to the Real Estate, the Buyer agrees to lodge a
      new application for registration of the Buyer's ownership title to the
      Real Estate. The Parties agree to adopt any and all suitable measures to
      ensure due registration of the Buyer's ownership title to the Real Estate
      in the Land Registry as soon as possible. The Parties shall take any and
      all appropriate measures without undue delay after the competent cadastral
      authority discontinues the proceedings on permitting registration or
      rejects the application for registration of the Buyer's ownership title to
      the Real Estate, but not later than within ten (10) business days of the
      date of issuing of the decision by the competent cadastral authority
      notified to either of the Parties.

            


    

     

    
      
        initials

        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
      

    

    
      XII.

    

    Breach
of the Seller’s Obligations

    


    
      	
              1.

            	
              If
      any of the representations or warranties made by the Seller in Art. IV (1)
      (a) to (c) and (e) to (k) hereof proves to be untrue or in case of their
      breach and/or in case of breach of the Seller’s obligation set forth in
      Art. V. and Art. XIV (4) hereof (except for breaches pursuant to Art.
      XII (2) hereof), the Buyer shall be entitled
to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              withdraw
      from this Agreement, with effect as of the date of delivery of the Buyer’s
      notice of withdrawal from this Agreement to the Seller;
    and/or

            


    

    
      
        	
                 
      

              	
                (ii)

              	
                claim
      a contractual fine in the amount of CZK 17,500,000.00 (in words: seventeen
      million five hundred thousand Czech crowns); and/or

              
	 	(iii) 	claim
      indemnification exceeding the amount of the contractual fine pursuant to
      subparagraph (ii) above, whose amount may not exceed CZK 26,000,000.00 (in
      words:  twenty-six million Czech crowns), reduced by the paid
      contractual fine pursuant subparagraph (ii)
  above; 


      

    

    
      
      

    

     

    provided
that the Buyer notified the Seller of the breach of the Agreement without undue
delay after the Buyer learned of the breach and unless the breach of the
Agreement is remedied by the Seller within 30 (thirty) consecutive calendar days
after the Seller receives a written request of the Buyer to this effect,
containing a definite and specific identification of the breached contractual
obligation. If the Buyer withdraws from this Agreement pursuant to subparagraph
(i) of this paragraph, the Seller shall be obliged to reimburse the Buyer for
all advance payments paid on the Purchase Price pursuant to Art. III (1)
hereof.

     

    
      	
              2.

            	
              If
      the Seller’s representations or warranties made in Art. IV (1) (d)
      concerning the factual defects of the Real Estate are untrue, the Buyer
      shall be entitled to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              claim
      an appropriate discount on the Purchase Price in an amount corresponding
      to the nature and scope of the defect, which may not exceed in aggregate
      the amount of CZK 25,000,000.00 (in words: twenty-five million Czech
      crowns); and/or

            


    

    
      	
               
      

            	
              (ii)

            	
              claim
      indemnification (including reimbursement of the necessary expenses)
      exceeding the claim for a discount pursuant to subparagraph (i) above,
      which may not exceed in aggregate the amount of CZK 40,000,000.00 (in
      words: forty million Czech crowns), less the actually paid discount
      pursuant to subparagraph (i) hereof;
or

            


    

    
      	
               
      

            	
              (iii)

            	
              withdraw
      from this Agreement provided that the aggregate amount of the claim for a
      discount pursuant to subparagraph (i) above has already exceeded the
      amount of CZK 40,000,000.00 (in words: forty million Czech crowns), with
      effect as of the date of delivery of the Buyer's notice of withdrawal from
      this Agreement to the Seller;

            


    

     

    provided
that the Buyer has claimed the defect vis-à-vis the Seller without undue delay
after the Buyer learned of the defect and unless the defect is removed and/or
otherwise remedied by the Seller within 30 (thirty) consecutive calendar days
after the Seller receives a written request of the Buyer to this effect,
containing a definite and specific identification of the defect. In the event
that the Buyer withdraws from this Agreement pursuant to subparagraph (iii)
above by the date of lodging the application for registration of the Buyer's
right to the Real Estate pursuant to Art. VIII (1) (iii) hereof, the Seller
shall be obliged to reimburse the Buyer for all advance payments paid on the
Purchase Price pursuant to Art. III hereof.

     

    
      	
              3.

            	
              If
      the Seller breaches the prohibition to sell, donate or exchange the Real
      Estate or part thereof, to encumber the Real Estate in any manner
      whatsoever, i.e. create mortgage rights, pre-emption rights, etc., as he
      agreed in the third sentence of Art. XIV (4) hereof, the Buyer shall be
      entitled to:

            


    

     

    
      
        initials

        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              withdraw
      from this Agreement, with effect as of the date of delivery of the Buyer’s
      notice of withdrawal from this Agreement to the Seller;
    and/or

            


    

    
      	
               
      

            	
              (ii)

            	
              claim
      a contractual fine in the amount of CZK 179,000,000.00 (in words: one
      hundred and seventy-nine million Czech crowns);
  and/or

            


    

    
      	
               
      

            	
              (iii)

            	
              claim
      indemnification exceeding the amount of the contractual fine pursuant to
      subparagraph (ii) above for damage caused by breach of this obligation,
      whose amount may not exceed CZK 209,000,000.00 (in words: two hundred and
      nine million Czech crowns), reduced by the paid contractual fine pursuant
      subparagraph (ii) above.

            


    

     

    
      	
              4.

            	
              If
      the Seller fails to provide the Buyer with collaboration that can be
      reasonably requested pursuant to Art. XI (2) and (3) hereof, the Buyer
      shall be entitled to claim a contractual fine against the Seller in the
      amount of CZK 20,000.00 (in words: twenty thousand Czech crowns) for each
      day of delay following the date when the Seller received the Buyer’s
      request for the provision of this
collaboration.

            


    

     

    
      	
              5.

            	
              The
      Parties have agreed that the contractual fines shall be payable at the
      latest within 10 (ten) calendar days of delivery of the Buyer’s request
      for payment of the contractual fine to the Seller. If the Seller
      demonstrably refuses to accept the request for payment of a contractual
      fine, it shall hold that the Buyer’s request for payment of the
      contractual fine was delivered to the Seller on the date of the
      refusal.

            


    

     

    
      	
              6.

            	
              The
      Buyer’s claims against the Seller pursuant to this Art. XII. hereof shall
      not arise if the Buyer ascertained the facts giving rise to these claims
      within and/or on the basis of the performed legal, environmental and
      construction-technical audit (due diligence) of the Real Estate and other
      assessments, as the Buyer made a representation and warranty to this
      effect in Art. VI (1) (h) hereof. However, the Buyer’s claims against the
      Seller pursuant to this Art. XII hereof that would be based on factual
      defects of the Real Estate shall arise only if the factual defects have
      their origin in the period when the Seller was the owner of the Real
      Estate (i.e. 5 years – since May
2003).

            


    

     

    
      	
              7.

            	
              The
      Buyer’s claims against the Seller pursuant to this Art. XII. hereof shall
      also not arise if the total amount of discount, damage or other harm
      incurred by the Buyer as a consequence of untruthfulness of the
      representations or warranties, or breach of the relevant obligation
      hereunder by the Seller, which has not been remedied in the manner
      stipulated in paragraph 1 above and which the Buyer would otherwise
      justifiably enforce against the Seller, does not exceed in aggregate CZK
      5,000,000.00 (in words: five million Czech crowns). The Buyer's claims
      against the Seller arising as a consequence of untruthfulness of the
      representations or warranties, or breach of the relevant obligation
      hereunder by the Seller shall be limited only to the claims stipulated in
      this Art. XII. hereof.

            


    

     

    
      	
              8.

            	
              The
      Buyer shall be entitled to enforce the claims pursuant to this Art. XII
      (2) hereof, i.e. claims concerning factual defects of the Real Estate,
      against the Seller only if the costs justifiably incurred by the Buyer for
      removal of an individual claimed defect exceed the amount of CZK
      100,000.00 (in words: one hundred thousand Czech crowns) excluding
      VAT.

            


    

     

    
      	
              9.

            	
              The
      Buyer’s right to withdraw from this Agreement pursuant to this Art. XII.
      hereof must be exercised at the latest within 9 (nine) months of the date
      of lodging the application for registration of the Buyer’s ownership title
      to the Real Estate pursuant to Art. VIII (1) (iii) hereof. After this
      date, the Buyer shall no longer be entitled to withdraw from this
      Agreement.

            


    

     

    
      
        initials

        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              The
      Buyer’s right to request any contractual fine from the Seller and the
      Buyer’s right to request a discount or indemnification from the Seller for
      breach of the Seller’s obligations stipulated by this Agreement and/or
      related to it shall expire upon lapse of 9 (nine) months of the date of
      lodging the application for registration of the Buyer’s ownership title to
      the Real Estate pursuant to Art. VIII (1) (iii) hereof. All claims of the
      Buyer following from the right to a contractual fine and/or the right to a
      discount or indemnification must be enforced against the Seller in
      writing, together with a definite and specific identification of the
      breached legal obligation, without undue delay after the Buyer learns of
      the facts that give rise to these claims or rights; otherwise, they shall
      expire.

            


    

     

    XIII.

    Breach
of the Buyer’s Obligations

    


    
      	
              1.

            	
              If
      the Buyer is in delay with any advance payment on the Purchase Price
      pursuant to Art. III. hereof for a period exceeding 5 (five) business
      days, the Seller, having requested the Buyer in writing that he pay the
      relevant advance payment on the Purchase Price at the latest within three
      (3) business days, which request has not been satisfied, shall be entitled
      to:

            


    

     

    
      
        	
                 
      

              	
                (i)

              	
                withdraw
      from this Agreement, with effect as of the date of delivery of the
      Seller’s notice of withdrawal from this Agreement to the Buyer;
      and/or

              
	 	
                (ii) 

              	
                claim
      a contractual fine in the amount of CZK 17,500,000.00 (in words: seventeen
      million five hundred thousand Czech crowns);
      and/or 

              
	 	(iii) 	claim
      indemnification exceeding the amount of the contractual fine pursuant to
      subparagraph (ii) above, whose amount may not exceed CZK 26,000,000.00 (in
      words:  twenty-six million Czech crowns), reduced by the paid
      contractual fine pursuant subparagraph (ii) above and pursuant to Art. XIV
      (5) hereof. 


      

    

    
      
      

    

    
      
      

    

    


    Any
potential claim of the Buyer for reimbursement of the advance payments (or
individual installments) on the Purchase Price pursuant to Art. III (1) and Art.
III (2) (i) and (ii) hereof (that would be incurred by the Buyer on the grounds
of the entitlement to settlement in case of withdrawal by the Seller from this
Agreement pursuant to subparagraph (i) of this paragraph) shall be set-off
against the contractual fine set out in  subparagraph (ii) of this
paragraph 1 hereof. If the advance payments (or individual installments) on the
Purchase Price referred to in the preceding sentence are deposited in the Escrow
Account as of the date of the withdrawal, each of the Parties agrees (for the
purpose of effecting the relevant set-off) to give, without undue delay, a
written instruction to the Escrow Agent pursuant to Art. IV (1) of the Escrow
Agreement to release these funds, without delay, to the credit of the Seller’s
account.

    


    
      	
              2.

            	
              If
      the Buyer fails to provide the Seller with collaboration that can be
      reasonably requested pursuant to Art. XI (2) and (3) hereof, the Seller
      shall be entitled to claim a contractual fine against the Buyer in the
      amount of CZK 20,000.00 (in words: twenty thousand Czech crowns) for each
      day of delay following the date when the Buyer received the Seller’s
      request for the provision of this
collaboration.

            


    

     

    
      	
              3.

            	
              The
      Parties have agreed that the contractual fines shall be payable at the
      latest within 10 (ten) calendar days of delivery of the Seller’s request
      for payment of the contractual fine to the Buyer. If the Buyer
      demonstrably refuses to accept the request for payment of a contractual
      fine, it shall hold that the Seller’s request for payment of the
      contractual fine was delivered to the Buyer on the date of the
      refusal.

            


    

     

    
      
        initials

        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              The
      Seller’s claims for indemnification against the Buyer hereunder shall also
      not arise if the total amount of damage or other harm incurred by the
      Seller as a consequence of breach of the relevant obligation hereunder by
      the Buyer, which the Seller would otherwise justifiably enforce against
      the Buyer, does not exceed in aggregate CZK 5,000,000.00 (in
      words:  five million Czech
crowns).

            


    

     

    
      	
              5.

            	
              The
      Seller’s right to request any contractual fine from the Buyer and the
      Seller’s right to request indemnification from the Buyer for breach of the
      Buyer’s obligations stipulated by this Agreement and/or related to it
      shall expire upon lapse of 9 (nine) months of the date of lodging the
      application for registration of the Buyer’s ownership title to the Real
      Estate pursuant to Art. VIII (1) (iii) hereof. All claims of the Seller
      following from the right to a contractual fine and/or the right to
      indemnification must be enforced against the Buyer in writing, together
      with a definite and specific identification of the breached legal
      obligation, without undue delay after the Seller learns of the facts that
      give rise to these claims or rights; otherwise, they shall
      expire.

            


    

    


    
      
      

    

    
      
      

    

    
      XIV.

    

    
      Miscellaneous

       

    

    
      	
              1.

            	
              The
      Parties agree that any and all contractual fines and damages based on this
      Agreement may be mutually set-off, unless the Parties agree otherwise.
      Except for the above-mentioned permissible set-off, the Parties shall not
      be entitled to unilaterally set-off any receivable, or any monetary or
      non-monetary claim, against receivables, or any monetary or non-monetary
      claims, of the other Party arisen out of this Agreement (particularly the
      claim for payment of the Purchase Price) and/or from the Escrow Agreement,
      without prior written consent of the other Party, unless this Agreement
      and/or the Escrow Agreement expressly permits
  this.

            


    

    


    
      	
              2.

            	
              The
      Parties have agreed that, as of the date of effect of registration of the
      Buyer’s ownership title to the Real Estate in the Land Registry pursuant
      to Art. VIII (1) (iii) hereof, the Lease Contract shall be terminated
      unless it has been terminated or otherwise expired previously. The claims
      of the Parties arisen on the basis of the Lease Contract, namely the
      claims for payment of the contractual fines, indemnification and default
      interest, as well as their obligation to maintain confidentiality, shall
      not expire as a consequence of such termination of the Lease Contract in
      accordance with its Art. XVI (4) and shall not be otherwise
      prejudiced.

            


    

    


    
      	
              3.

            	
              Furthermore,
      the Parties have agreed that, in the period from July 1, 2009, inclusive
      (the latest day of termination of validity and effectiveness of the Lease
      Contract) to the date of effect of registration of the Buyer’s ownership
      title to the Real Estate in the Land Registry, the use of the Real Estate
      shall be governed by this Agreement. A precondition for such use pursuant
      to the previous sentence shall be

            


    

     

    
      	
               
      

            	
              (i)

            	
              due
      deposition of an amount of CZK 175,000,000.00 (in words: one hundred and
      seventy five million Czech crowns) in the Escrow Account (Art. VII. (1)
      (ii) of this Agreement) and simultaneously
also

            


    

     

    
      
        initials

        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              due
      lodging of an application for registration of the Buyer’s ownership title
      to the Real Estate in the Land Registry, with all the requisites, which
      the Buyer shall demonstrate by submitting the relevant copy of the
      application to the Seller (Art. XI (1)
hereof).

            


    

    


    In this
period, the Buyer shall be entitled to use the Real Estate to the same extent as
the owner; however, it shall be obliged to secure the rights and justified
interests of the Seller and to refrain from any steps that would infringe on
and/or prejudice them, to the maximum possible extent that can be reasonably
required. The Buyer’s entitlement to use the Real Estate pursuant to the
previous sentence shall expire upon lapse of 30 (thirty) days from the date of
legal force of the relevant decision on dismissal of the above-mentioned
application for registration of the Buyer’s ownership title to the Real Estate
in the Land Registry or other decision on termination of the proceedings on the
application, if it is clear from the circumstances and related legal facts that
the registration of the Buyer’s ownership title to the Real Estate in the Land
Registry can no longer be successfully claimed for reasons on the Buyer’s
part.

    


    
      	
              4.

            	
              The
      Seller shall not be entitled to carry out any construction, i.e.
      construction of new buildings or extensions to the existing buildings,
      within the Real Estate. Furthermore, the Seller agrees not to carry out
      any construction modifications that would interfere with the current
      condition of the Real Estate. Furthermore, without the Buyer’s prior
      written consent, the Seller shall not be entitled to establish any new
      easements; to lease further premises, areas, properties and buildings
      within the Real Estate to third parties; to extend the term (duration) of
      a lease or modify the lease agreements in any manner whatsoever; to sell,
      donate or exchange the Real Estate or any part thereof; to encumber the
      Real Estate in any manner whatsoever, i.e. establish mortgage rights,
      pre-emption rights, etc.

            


    

    


    
      	
              5.

            	
              If
      the Seller withdraws from this Agreement pursuant to Art. XIII (1) hereof,
      the Parties explicitly agree that, furthermore, the Seller shall be
      entitled to retain the advance payment (or individual installment) paid by
      the Buyer on the Purchase Price pursuant to Art. III (2) (iii) hereof as a
      contractual penalty; this shall in no way prejudice Art. XIII (1) hereof.
      In order to avoid any potential doubts, the Parties also explicitly agree
      that, in such a case, the Seller shall be entitled to retain, in
      accordance with the Lease Agreement, all improvements and additions to the
      Real Estate (as described in Art. VII (8) of the Lease Agreement) that
      were performed by the Buyer; the grounds (legal title) for this claim
      consist in indemnification (compensation) for damage that would be
      incurred by the Seller if he were forced to settle such improvements or
      other additions to the Real Estate (as described in Art. VII (8) of the
      Lease Agreement) vis-à-vis the Buyer, even if this occurred as a
      consequence of breach of the Buyer’s contractual obligations (the Buyer’s
      claim for settlement shall thus be set-off against the Seller’s claim for
      indemnification).

            


    

    


    
      	
              6.

            	
              The
      Parties agree on the following addresses, which shall serve as mailing
      addresses for the purposes of any and all communications and notices
      delivered in relation to this
Agreement:

            


    

    


    Address
for delivery to the Seller:

    Milan
Gottwald

    Náklo
334, Postal Code: 783 32

     

    
      
        initials

        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Address
for delivery to the Buyer:

    SENDIO
s.r.o.

    Olomouc,
Holická 156/49, Postal Code 77900

    Contact person:
Svatava Lošťáková, Philip Glyn Styles

    Tel:
587 200 802

    


    Copy:

    VU1
Corporation

    557 Roy
Street, Suite 125, Seattle

    WA 981
09, U.S.A.

    


    Any and
all notices and communications hereunder must be made in writing and sent to the
above-specified address of the addressee, i.e. the other Party, exclusively by
registered mail or through a renowned courier service (e.g. DHL or UPS, etc.),
unless the Parties agree otherwise. Personal delivery by any Party or its
representative, confirmed by the signature of the other Party or its
representative, shall also be considered to be due delivery. The Parties agree
to inform each other in writing of any changes in their mailing
addresses.

    


    
      	
              7.

            	
              Any
      (i) right following from this Agreement, (ii) claim following from breach
      hereof, (iii) condition precedent or other condition stipulated herein for
      the benefit of one of the Parties, (iv) deadline for fulfillment of an
      obligation hereunder by other Party and/or (v) other right or claim
      relating to this Agreement may only be waived by a written declaration to
      the Party that is to benefit from such waiver. The waiver shall become
      effective upon delivery. A waiver shall apply exclusively to the rights,
      obligations or deadlines expressly specified in the declaration by virtue
      of which the waiver is effected. The waiver shall in no way prejudice
      other rights, obligations or deadlines. Non-exercise, failure to exercise
      or delay in exercising any right or claim hereunder shall not represent
      waiver of such right or claim. Granting any grace period for the
      performance of any other Party's obligation shall not represent extension
      of the deadline for fulfillment
thereof.

            


    

    


    
      	
              8.

            	
              The
      Parties hereby agree on the possibility of changing the manner of payment
      of the individual installments on the Purchase Price as specified in Art.
      III (2) (iv) and (v) hereof, as regards identification of the account into
      which the relevant amount is to be paid. At the latest by June 15, 2009,
      the Parties may jointly determine, in the manner set out in Art. XV (7)
      hereof, that the Buyer shall not pay these individual installments on the
      Purchase Price into the Escrow Account kept by the Escrow Agent pursuant
      to the Escrow Agreement, but rather into some other account kept by some
      other third party. Such a change shall be valid and effective subject to
      an agreement concluded between the Parties and the relevant third party
      stipulating the obligation of the third party to accept the relevant
      amounts of the individual installments on the Purchase Price into escrow
      and to release them to the Seller and/or the Buyer under the same or
      similar terms and conditions as the Escrow Agent pursuant to the Escrow
      Agreement or pursuant to this Agreement, as appropriate. If such a change
      is valid and effective, it shall hold that the competence of the Escrow
      Agent agreed herein or in the Escrow Agreement, as appropriate (but only
      to the extent concerning acceptance of the relevant amounts of the
      individual installments on the Purchase Price into escrow and their
      subsequent release and to the extent of the acts of the Escrow Agent
      pursuant Art. VII and VIII hereof) shall be performed by the relevant
      third party (unless the agreement with the relevant third party stipulates
      otherwise); in that case, simultaneously, the account kept by the relevant
      third party for the purpose of payment of the relevant amounts of the
      individual installments on the Purchase Price into escrow and their
      subsequent release shall be considered to be the Escrow Account. If such a
      change is valid and effective, other provisions hereof shall be construed
      in accordance with this provision and also in accordance with the purpose
      of the change. Furthermore, the Parties have agreed that the relevant
      third party pursuant to this provision may consist only in a reliable
      financial institution with respect to which there are objective guarantees
      of due performance of payment obligations and other obligations decisive
      for fulfillment of the purpose of this provision; if the Parties fail to
      agree on the change within the above-specified deadline, but the Seller
      insists on the change, the Seller shall be entitled to select the relevant
      third party from the list that is attached to this Agreement as its Schedule No. 9,
      and the Buyer agrees to respect this selection and, to the extent that can
      be reasonably requested of the Buyer, allow the relevant change pursuant
      to this provision.

            


    

     

    
      
        initials

        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    XV.

    Joint
and Concluding Provisions

    


    
      	
              1.

            	
              This
      Agreement shall come into force upon its execution by both Parties and
      shall also enter into effect upon its execution by the Parties, except for
      purchase and sale of the Real Estate, which shall enter into effect after
      fulfillment of the preconditions stipulated in Art. VII (1) hereof. In
      accordance with Section 133 (2) of the Civil Code and Section 2 (3) of Act
      No. 265/1992 Coll., on registration of ownership titles and other rights
      in rem to real estate, as amended, the Buyer shall acquire the ownership
      title to the Real Estate upon registration of the title in the Land
      Registry, with legal effects as of the date of delivery of the application
      for registration to the cadastral
authority.

            


    

    


    
      	
              2.

            	
              The
      real estate transfer tax for the transfer of the ownership title to the
      Real Estate in accordance with the provisions hereof shall be paid by the
      Seller. The administrative fees related to registration of the rights in
      the Land Registry shall be paid by the
Buyer.

            


    

    


    
      	
              3.

            	
              Any
      and all costs and expenses incurred by any of the Parties in connection
      with this Agreement, including, but not limited to (i) the costs of the
      analysis (due diligence) and other expert assessments, (ii) the costs and
      fees of financial, accounting, legal and other counsels, (iii) the costs
      relating to negotiations prior to execution hereof, (iv) the costs
      incurred in relation to execution of rights or fulfillment of obligations
      hereunder and (v) any other costs and/or expenses, shall be borne by the
      Party that incurred them, unless expressly stipulated otherwise in this
      Agreement. The Escrow Agent’s remuneration for establishing and keeping
      the Escrow Account pursuant to the Escrow Agreement shall be paid by each
      of the Parties in a 1:1 ratio; if the remuneration is paid to the Escrow
      Agent in the full amount only by one of the Parties pursuant to the Escrow
      Agreement, the other Party agrees to reimburse the Party paying the
      remuneration, without undue delay, for the relevant part of the
      remuneration according to the mentioned ratio. The provisions of the
      preceding sentence shall apply analogously also in the case pursuant to
      Art. XIV (8) hereof. Furthermore, the Parties agree that the Buyer shall
      pay the Seller 50 % of the accrued interest, into an account communicated
      to the Buyer by the Seller to this end, without delay after the accrued
      interest that was credited monthly by the Escrow Agent to the escrow
      amount (as defined in Art. II (1) of the Escrow Agreement) is credited to
      the Buyer’s bank account pursuant to Art. II (5) of the Escrow Agreement,
      but no later than within five (5) business days from the date of crediting
      the relevant Buyer’s account with the accrued
  interest.

            


    

    


    
      	
              4.

            	
              Neither
      of the Parties shall be entitled to assign its rights and obligations
      following from this Agreement to any third party without the prior written
      consent of the other Party, unless such assignment is expressly permitted
      by this Agreement. This Agreement is and shall be binding also for the
      heirs and/or legal successors of the Parties, where each of the Parties
      agrees to perform any and all acts necessary to this end. In case of
      passage of the rights and obligations following from this Agreement on the
      basis of an act of any Party (including, but not limited to, a merger,
      transfer or contribution of a business or part thereof, transfer of assets
      or any other dispositions with assets), the Party, whose rights have thus
      been transferred, shall guarantee fulfillment of the devolved obligations.
      No provision hereof shall establish any rights of obligations of third
      parties that are not the Parties, unless expressly stipulated otherwise in
      this Agreement.

            


    

     

    
      
        initials

        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              This
      Agreement shall be governed by and interpreted in accordance with the laws
      of the Czech Republic, to the exclusion of conflict rules referring to the
      use of foreign laws. In order to avoid any doubts, the Parties state that
      this Agreement shall be governed by the Civil Code and, with respect to
      registration of the ownership title to the Real Estate, also by Act No.
      265/1992 Coll., on registration of ownership titles and other rights in
      rem to real estate, as amended. This provision shall not apply to the
      guarantor’s declaration made by the Buyer’s parent company, as set out in
      Art. VI (2) hereof.

            


    

    


    
      	
              6.

            	
              The
      Seller hereby explicitly agrees that, as of the date of lodging the
      application for registration of the ownership title to the Real Estate in
      the Land Registry hereunder, the Buyer may, at his own expense, either
      himself or through a third party, commence construction, revitalization,
      reconstruction etc. of the Real Estate in accordance with the valid and
      final decisions of the administrative authorities and perform all the
      necessary and required acts in this relation. This consent shall apply
      only to those cases where the rights and justified interests of the Seller
      as the owner of the Real Estate are not and will not be endangered or
      infringed. Furthermore, the Seller agrees to provide the Buyer with all
      collaboration that can be reasonably
required.

            


    

    


    
      	
              7.

            	
              This
      Agreement may be modified only in writing, by means of consecutively
      numbered amendments executed by both
Parties.

            


    

    


    
      	
              8.

            	
              This
      Agreement contains the entire agreement of the Parties with respect to the
      purchase/sale of the Real Estate and no other contract, agreement,
      declaration or covenant made by any of the Parties that is not contained
      herein shall be binding on the Parties in relation to the subject of this
      Agreement. This Agreement cancels and replaces all previous contracts,
      agreements, declarations or covenants related to the purchase/sale of the
      Real Estate made by any of the Parties prior to the conclusion hereof.
      This shall not apply to the agreement on the manner and conditions of
      payment of the Purchase Price and settlement thereof through the Escrow
      Agent, as stipulated herein and in the Escrow Agreement. Article headings
      are included for convenience of reference only and shall in no respect
      whatsoever serve for interpretation of the terms and provisions
      hereof.

            


    

    


    
      	
              9.

            	
              The
      Parties shall be obliged to maintain confidentiality of the terms and
      conditions hereof and of information which they obtained during its
      negotiation, unless disclosure thereof is required by a law or some other
      generally binding regulation. The obligation to maintain confidentiality
      pursuant to this provision shall not apply to information
      disclosed:

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      legal and other counsels of the Parties bound by similar obligations to
      maintain confidentiality; and/or

            


    

     

    
      
        initials

        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the information has already been disclosed by the relevant Party or has
      become publicly known without breach of obligations by any Party,
      and/or

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      entities that are entities related to the Party hereof within the meaning
      of Section 66a of the Commercial Code (hereinafter “related entities”)
      provided that such disclosure is necessary for the purposes of performance
      of the obligations of the relevant Party and/or the exercise of its rights
      following from this Agreement;
and/or

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      banks or other financial institutions financing the Seller and/or the
      Buyer, stock exchanges where shares of the related entities are listed
      and/or traded, and to governmental agencies (including, but not limited
      to, the U.S. Securities and Exchange
  Commission);

            


    

    
      	
               
      

            	
              (v)

            	
              to
      the shareholders of VU1 Corporation and information that publicly listed
      companies are obliged to publish in accordance with the laws of the State
      of Washington.

            


    

    


    After
conclusion hereof, the Seller shall be entitled to notify his employees (and
co-workers) and also the tenants using the Real Estate of conclusion of this
Agreement, within the scope of details on the Buyer and the anticipated date of
effect of the transfer of the Real Estate. Until the transfer of the Real Estate
enters into effect, neither this notice nor any other notice may include
information on the amount of the Purchase Price, unless it is published or known
previously in some other manner. The Buyer shall not be entitled to make any
announcements regarding this Agreement and its subject, expressly including the
amount of the Purchase Price, before the transfer of the Real Estate enters into
effect, with the exception of the persons referred to in subparagraphs (i) to
(v) of this paragraph.

    


    
      	
              10.

            	
              The
      claims of the Parties to payment of the contractual fine, damages and
      default interest, as well as their obligation to maintain confidentiality,
      shall not expire upon withdrawal from this Agreement, its termination,
      canceling or other expiry.

            


    

    


    
      	
              11.

            	
              This
      Agreement has been drawn up in six (6) counterparts, of which each of the
      Parties shall obtain one (1) counterpart immediately after conclusion
      hereof and four (4) counterparts hereof shall be attached to the relevant
      application for registration of the Buyer’s ownership title to the Real
      Estate in the relevant Land Registry. The Parties acknowledge that their
      signatures, or the signatures of the persons executing and concluding this
      Agreement for them or on their behalf, shall be notarized on the
      counterparts of this Agreement intended for the Parties and also on one
      (1) counterpart hereof that is intended for the Land
    Registry.

            


    

    


    
      	
              12.

            	
              The
      following schedules constitute an integral part of this
      Agreement:

            


    

    


    
      	
               
      

            	
              Schedule
      No. 1 – Up-to-date extract from the Land
  Registry

            


    

    
      	
               
      

            	
              Schedule
      No. 2 – Graphic delimitation of the Real
Estate

            


    

    
      	
               
      

            	
              Schedule
      No. 3 – Escrow Agreement

            


    

    
      	
               
      

            	
              Schedule
      No. 4 – Declaration for the purposes of the Land
  Registry

            


    

    
      	
               
      

            	
              Schedule
      No. 5 – List of leases

            


    

    
      	
               
      

            	
              Schedule
      No. 6 – Up-to-date extract from the Commercial Register for the
      Buyer

            


    

    
      	
               
      

            	
              Schedule
      No. 7 – List of easements agreed by the
Parties

            


    

    
      	
               
      

            	
              Schedule
      No. 8 - Specification of
appurtenances

            


    

    
      	
               
      

            	
              Schedule
      No. 9 – List of financial institutions pursuant to Art. XIV (8)
      hereof

            


    

    


    
      	
               13.

            	
              The
      Parties declare that they have read the Agreement prior to its execution,
      that they conclude it seriously, definitely and comprehensibly, based on
      their free will and not under unfavorable terms and conditions. In witness
      thereof, they affix their
signatures.

            


    

     

     

    
      
        initials

        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              	
                      In
      Prague, on November 25, 2008

                    	 
      	
                      In
      Prague, on November 25, 2008

                    
	 
      	 
      	 
      
	
                      (signature
      illegibile)

                    	 
      	
                      (signature
      illegibile)

                    
	
                      Milan
      Gottwald

                    	 
      	
                      Sendio
      s.r.o.

                    
	 
      	 
      	
                      William
      Duncan Troy

                    
	 
      	 
      	
                      Executive

                    
	 
      	 
      	 
      
	 
      	 
      	
                      (signature
      illegibile)

                    
	 
      	 
      	
                      Sendio
      s.r.o.

                    
	 
      	 
      	
                      Philip
      Glyn Styles

                    
	 
      	 
      	
                      Executive

                    


            

          

        

      

    

     

    
      

        
          
            initials

             


          

          
            22