DATED 

            	
              2005

            
	
               

               

               

              (1)
                CLONURE
                LIMITED

               

              -and-

               

              (2)
                SUPERSTOCK
                LIMITED

               

               

               

            
	
              SALE
                AND PURCHASE AGREEMENT

              relating
                to 

              LCJ
                ACQUISITIONS LIMITED

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              MATTHEW
                ARNOLD & BALDWIN

              Solicitors

              21
                Station Road

              Watford

              Hertfordshire
                WD17 1HT

               

              Tel
                No. 01923 202020

              Fax
                No. 01923 215050

              Ref:
                RAP 41430-6

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              THIS
                AGREEMENT is
                dated the 12th day
                of October 2005

            
	 	 	 	 	 
	
              BETWEEN

            	 	 	 	 


    

    


    
      	
              (1)

            	
              CLONURE
                LIMITED
                of
                3rd floor, Belgravia House, Circular Road, Douglas, Isle of Man IM99
                3ES
                (the “Seller”);
                and

            


    

     

    
      	
              (2)

            	
              SUPERSTOCK
                LIMITED
                (registered in England with number 2949455) whose registered office
                is at
                2 Bloomsbury Street, London, WC1B 3ST (the “Buyer”).

            


    

     

    


    BACKGROUND

    


    
      	
              (A)

            	
              LCJ
                Acquisitions Limited (the “Company”),
                a company registered in England with number 5052066, has at the date
                of
                this Agreement an authorised share capital of £5,000 divided into 300,000
                Preference Shares of £0.01 each and 200,000 Ordinary Shares of £0.01 each
                of which 300,000 Preference Shares and 100,000 Ordinary Shares are
                issued
                and fully paid or credited as fully
                paid.

            


    

     

    
      	
              (B)

            	
              The
                shareholders of record of the Company immediately prior to the transfers
                contemplated by this Agreement and the Principle Sale Agreement (as
                defined below) (the “Existing
                Shareholders”)
                are as follows:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

       

    
      	
               

              Name
                of shareholder

            	
               

              Ordinary
                Shares of £0.01 each

            	
               

              Preference
                Shares of £0.01 each

            
	
              Clonure
                Limited

            	
              71,000

            	
              300,000

            
	 	 	 
	
              Louis
                Anthony Lockley Ingram

            	
              20,000

            	 
	 	 	 
	
              Andrew
                Eric Lawson Smith

            	
              4,500

            	 
	 	 	 
	
              David
                Jeffrey

            	
              4,500

            	 


    

    
       

      
        	 	 


      

      
        	
                (C)

              	
                Louis
                  Anthony Lockley Ingram (“Louis”)
                  has agreed to sell and the Buyer has agreed to purchase the shares
                  in the
                  Company owned Louis on the terms of a sale and purchase agreement
                  (the
                  “Principle
                  Sale Agreement”)
                  entered into on the date hereof between Louis, John Bohill, Cathal
                  Sheehy,
                  the Buyer and a21, Inc. (the “Buyer’s
                  Parent”).

              


      

    

     

    
      	
              (D)

            	
              The
                consideration payable to Seller for the Shares is contained in the
                Principle Sale Agreement.

            


    

    
    

    
      	
              (E)

            	
              David
                Jeffrey and Andrew Eric Lawson Smith (the “Minority
                Sellers”)
                have agreed to transfer their shares in the Company to the Buyer
                on the
                terms set out in this Agreement.

            


    

     

    AGREED
      TERMS

    


    
      	
              1

            	
              Interpretation

            


    

     

    
      	 	
              1.1

            	
              In
                this Agreement the following words and expressions have the following
                meanings:

            


    

     

    
      
        	
                “Buyer’s
                  Solicitors”

                 

              	
                Matthew
                  Arnold & Baldwin of 21 Station Road, Watford, WD17 1HT;

                 

              
	
                “Completion”

                 

              	
                the
                  completion of the sale and purchase of the Shares pursuant to this
                  Agreement;

                 

              
	
                “Confidential
                  Information”

                 

              	
                all
                  information received or obtained as a result of entering into or
                  performing, or supplied by or on behalf of a party in the negotiations
                  leading to, this Agreement and which relates to the Company or
                  any of it’s
                  subsidiaries, any aspect of the business of the Company and it’s
                  subsidiaries, the provisions of this Agreement, the subject matter
                  of this
                  Agreement or the Buyer;

                 

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

           
 

      
        	
                “Escrow
                  Agreement”

                 

              	
                the
                  Escrow Agreement as defined in the Principle Sale Agreement

                 

              
	
                “Exchange
                  Agreement”

                 

              	
                the
                  exchange agreement between a21, Inc, Louis and the Minority Sellers
                  in the
                  agreed terms;

                 

              
	
                “Preferred
                  Stock”

                 

              	
                Shares
                  of convertible, redeemable preferred stock, par value US$ 0.001
                  of a21,
                  Inc;

                 

              
	
                “Seller’s
                  Solicitors”

                 

              	
                DMH
                  Stallard of 40 High Street, Crawley, RH10 1BW;

                 

              
	
                “Shares”

                 

              	
                71,000
                  ordinary shares of £0.01 each and 300,000 preference shares of £0.01 each
                  in the capital of the Company owned by the Seller; 

                 

              
	
                “Subscription
                  Agreement”

                 

              	
                the
                  subscription agreement between a21, Inc and the Seller in agreed
                  terms;
                  and

                 

              
	
                “Subsidiaries”

                 

              	
                Ingram
                  1001 Limited (company number 4397004) and Ingram Publishing Limited
                  (company number 2239472).

                  


              


      

    

    
      	 	
              1.2

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

            


    

    
    

    
      	 	
              1.3

            	
              Reference
                to “in agreed terms” means in the form agreed between the Sellers
                Solicitors and signed for the purposes of identification by or on
                behalf
                of each party.

            


    

     

    
      	
              2

            	
              Sale
                and Purchase

            


    

     

    
      	 	
              2.1

            	
              Subject
                to the terms and conditions of this Agreement the Seller shall sell
                with
                full title guarantee
                and the Buyer shall purchase the Shares, with all rights attaching
                to them
                with effect from the date of this
                Agreement.

            


    

     

    
      	 	
              2.2

            	
              The
                Seller hereby
                consents
                to
                the transfers
                of
                the shares in the capital of the Company by Louis and by the Minority
                Sellers to the Buyer and
                hereby irrevocably waives
                all and any rights of pre-emption relating to such shares conferred
                upon
                it by the Articles of Association of the Company,
                by
                statute or otherwise.

            


    

     

    
      	
              3

            	
              Consideration

            


    

     

    The
      purchase consideration for the Shares shall be as set for the in the Principle
      Sale Agreement. The Seller acknowledges and agrees to the deposit of not more
      than $420,000 pursuant to the Principle Sale Agreement into escrow pursuant
      to
      the terms of the Escrow Agreement for the purposes of securing the obligations
      given in the Principle Sale Agreement (including, without limitation, completion
      account adjustments, claims under warranties and under the Tax Deed (as defined
      in the Principle Sale Agreement)) and the warranties at clause 5.1 of this
      Agreement.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

         

    

    
      	
              4

            	
              Completion

            


    

     

    
      	 	
              4.1

            	
              Completion
                of the purchase of the Shares shall take place at the offices of
                the
                Buyer’s Solicitors immediately after the signing of this Agreement or on
                such other date and at such other location as the parties may otherwise
                agree in writing.

            


    

     

    
      	 	
              4.2

            	
              At
                Completion: 

            


    

     

    
      	 	
              4.2.1

            	
              the
                Seller shall deliver via fax to the Buyer a duly completed and signed
                transfer of the Shares in favour of the Buyer (or as it may direct)
                together with the relative share certificate(s);
                

            


    

     

    
      	 	
              4.2.2

            	
              the
                Seller shall procure that a board meeting of the Company shall be
                held at
                which the transfer referred to in clause 4.2.1 shall be approved
                (subject
                to stamping);

            


    

     

    
      	 	
              4.2.3

            	
              the
                Seller shall deliver to the Seller via fax an executed Exchange Agreement,
                Subscription Agreement and Escrow
                Agreement;

            


    

     

    
      	 	
              4.2.4

            	
              the
                Seller shall forward via courier or Royal Mail registered delivery
                the
                executed copies of the documents referred to in 4.2.1 to 4.2.3 above
                to
                the Buyer’s Solicitors within 24 hours of execution.
                

            


    

     

    
      	 	
              4.3

            	
              Subject
                to the Seller complying with it’s obligations in clause 4.2, the Buyer
                shall at Completion:

            


    

     

    
      	 	
              4.3.1

            	
              pay
                for the Shares pursuant to the Principle Sale Agreement by way of
                electronic transfer for same day value to the Seller’s Solicitors (or at
                the written direction of the Sellers Solicitors to an account in
                the name
                of Singer & Friedlander at Chase Manhattan Bank in New York), the
                Seller’s Solicitors or Singer & Friedlander being irrevocably
                authorised to receive the same and whose receipt shall be an effective
                discharge of the Buyer’s obligation to pay such sum to the Seller and the
                Buyer shall not be concerned to see to the application or be answerable
                for the loss or misapplication of such
                sum;

            


    

    
    

    
      	 	
              4.3.2

            	
              deposit
                the requisite sum into escrow pursuant to the terms of the Principle
                Sale
                Agreement and Escrow Agreement;

            


    

     

    
      	 	
              4.3.3

            	
              deliver
                to the Seller’s Solicitors stock certificates for the Preferred Stock and
                the Common Stock;

            


    

     

    
      	 	
              4.3.4

            	
              deliver
                to the Seller’s Solicitors a counterpart Exchange Agreement, Subscription
                Agreement and Escrow Agreement;

            


    

     

    
      	
              5

            	
              Warranties

            


    

     

    
      	 	
              5.1

            	
              The
                Seller
                warrants and represents to the
                Buyer that:

            


    

     

    
      	 	
              5.1.1

            	
              it
                is the registered and beneficial owner of the
                Shares;

            


    

     

    
      	 	
              5.1.2

            	
              there
                are no liens, charges, claims, mortgages, securities or any other
                encumbrances on, over or affecting the
                Shares;

            


    

     

    
      	 	
              5.1.3

            	
              it
                is entitled to sell and transfer to the Buyer the full legal and
                beneficial ownership of the Shares with full title guarantee, without
                the
                consent of any third party; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

       

     

    
      	 	
              5.1.4

            	
              the
                Shares
                have been properly and validly allotted and issued and are each fully
                paid.

            


    

     

    
      	 	
              5.2

            	
              The
                rights and remedies of the Buyer in respect of any breach of the
                above
                warranties shall not be affected by Completion, by any failure to
                exercise
                or delay in exercising any right or remedy or by any other event
                or matter
                whatsoever, except a specific and duly authorised written waiver
                or
                release.

            


    

     

    
      	 	
              5.3

            	
              Any
                information supplied by or on behalf of the Company or on behalf
                of the
                Subsidiaries (or by any officer, employee or agent of any of them)
                to the
                Seller or his advisers in connection with the warranties set out
                in this
                clause shall not constitute a warranty, representation or guarantee
                as to
                the accuracy of such information in favour of the Seller and the
                Seller
                undertakes to waive any and all claims which they might otherwise
                have
                against the Company or the Subsidiaries or against any officer, employee
                or agent of any of them in respect of such claims but so that this
                shall
                not preclude the Seller from claiming against any other of the Existing
                Shareholders under any right of contribution or indemnity to which
                he may
                be entitled.

            


    

     

    
      	
              6

            	
              Communications

            


    

     

    
      	 	
              6.1

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

            


    

     

    
      	 	
              6.2

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

            


    

    
    

    
      	
              7

            	
              Confidentiality

            


    

     

    
      
        	 	
                7.1

              	
                The
                  Seller hereby undertakes with the Buyer, the Company and the Subsidiary
                  that it shall preserve the confidentiality of, and not directly
                  or
                  indirectly reveal, report, publish, disclose or transfer or use
                  for it’s
                  own or any other purposes Confidential Information
                  except:

              


      

      
        	 	 	 


      

    

    
      
        	 	
                7.1.1

              	
                in
                  the circumstances set out in Clause
                  7.2
                  below;

              


      

      
        	 	 	 


      

    

    
      
        	 	
                7.1.2

              	
                to
                  the extent otherwise expressly permitted by this Agreement;
                  or

              


      

      
        	 	 	 


      

    

    
      
        	 	
                7.1.3

              	
                with
                  the prior consent in writing of the party to whose affairs such
                  Confidential Information relates.

              


      

      
        	 	 	 


      

    

    
      	
            	7.2	
              The
                circumstances referred to in Clause
                7.1
                above are:

            


    

    
      
        	 	 	 


      

      
        	 	
                7.2.1

              	
                where
                  the Confidential Information, before it is furnished to the Seller,
                  is in
                  the public domain;

              


      

      
        	 	 	 


      

    

    
      
        	 	
                7.2.2

              	
                where
                  the Confidential Information, after it is furnished to the Seller,
                  enters
                  the public domain otherwise than as a result of (i) a breach by
                  the Seller
                  of any of their obligations in this Clause
                  7
                  or
                  (ii) a breach by the person who disclosed that Confidential Information
                  of
                  a confidentiality obligation and the Seller is aware of such
                  breach;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

         

      
        	 	 	 


      

    

    
      
        	 	
                7.1.3

              	
                if
                  and to the extent the Seller makes disclosure of the Confidential
                  Information to any person:

              


      

      
        	 	 	 


      

    

    
      
        	
              	7.1.3.1	
                in
                  compliance with any requirement of
                  law;

              


      

      
        	 	 	 


      

    

    
      
        	
              	7.1.3.2	
                in
                  response to a requirement of the UK Listing Authority, the Stock
                  Exchange
                  or the Panel on Takeovers and
                  Mergers;

              


      

      
        	 	 	 


      

    

    
      
        	
              	7.1.3.3	
                in
                  response to any applicable regulatory authority to which the Seller
                  subject where such requirement has the force of law;
                  or

              


      

      
        	 	 	 


      

    

    
      	
            	7.1.3.4	
              in
                order to obtain tax or other clearances or consents from the Inland
                Revenue or other relevant taxing or regulatory
                authorities.

            


    

    


    
      	
              8

            	
              Assignment
                and Successors in Title

            


    

     

    
      	 	
              8.1

            	
              No
                party or any other person with enforceable rights under this Agreement
                may
                assign the benefit of its rights under this Agreement whether absolutely
                or by way of security or deal in any way with any interest it has
                under
                this Agreement except (in the case of the Buyer only) by way of an
                absolute assignment to an Affiliate of the Buyer and provided and
                so long
                as it remains an Affiliate (failing which the benefit of this Agreement
                shall no longer be available to such assignee nor to any assignor)
                save
                that a party or any person with enforceable rights by virtue of the
                Third
                Party Rights Act may assign such benefit absolutely and/or by way
                of
                security to a person (other than (in the case of the Buyer) to an
                Affiliate as aforesaid) only with the prior consent in writing of
                the
                parties (such consent not to be unreasonably withheld or delayed)
                and any
                purported assignment in contravention of this clause shall be
                ineffective.

            


    

    
    

    
      	 	
              8.2

            	
              This
                Agreement shall be binding upon and enure for the benefit of the
                personal
                representatives and assigns and successors in title of each of the
                parties
                and every other person with enforceable rights under this Agreement
                and
                references to the parties and such persons shall be construed
                accordingly.

            


    

     

    
      	
              9

            	
              Third
                Party rights

            


    

     

    No
      term
      of this Agreement shall be enforceable by a third party (being any person other
      than the parties and their permitted successors and assignees) save that the
      Buyer’s Parent shall be entitled to enforce any term of this Agreement.


     

    
      	
              10

            	
              Governing
                Law and Jurisdiction

            


    

     

    English
      law shall govern this Agreement and each of the parties hereby submits to the
      exclusive jurisdiction of the courts of England and Wales.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

         

    

    Executed
      as a deed on the date appearing on the first page of this
      Agreement.

    
      

        


        
          	
                  EXECUTED
                    AS A DEED   

                  (but
                    not delivered until dated) by 

                  CLONURE
                    LIMITED   

                  acting
                    by :

                   

                	
                  )

                  )

                  )

                  )

                	
                   

                   

                  ./s/........................................

                  DIRECTOR

                   

                   

                  /s/........................................

                  DIRECTOR/SECRETARY

                


        

        


        
          	
                   

                  EXECUTED
                    AS A DEED   

                  (but
                    not delivered until dated)  

                  for
                    and on behalf of    

                  SUPERSTOCK
                    LIMITED  

                  acting
                    by:    

                   

                	
                   

                  )

                  )

                  )

                  )

                  )

                	
                   

                   

                   

                  /s/.........................................

                  DIRECTOR

                   

                  .........................................

                  DIRECTOR/SECRETARY