DATED OCTOBER
        12,  2005

      


      


      


      


      _______________________________________

      


      SHARE
        PURCHASE AGREEMENT

      ________________________________________

      


      


      


      relating
        to

      


      


      The
        Whole of the Issued Share Capital of

      


      LCJ
        ACQUISITIONS LIMITED

      


      Between

      


      


      LOUIS
        ANTHONY LOCKLEY INGRAM (1)

      


      and

      


      JOHN
        BOHILL AND CATHAL JOHN SHEEHY (2)

      


      


      and

      


      SUPERSTOCK
        LIMITED (3)

      


      


      and

      


      a21,
        INC (4)

      


      


      MATTHEW
        ARNOLD & BALDWIN

      Solicitors

      21
        Station Road

      Watford

      Hertfordshire
        WD17 1HT

      


      Tel
        No. 01923 202020

      Fax
        No. 01923 215050

      Website:
        www.mablaw.co.uk

      


      Ref:
        RAP/trb/41430-6

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      THIS
        AGREEMENT
        is dated
        October 12, 2005

      


      PARTIES

      


      
        	
                (1)

              	
                LOUIS
                  ANTHONY LOCKLEY INGRAM
                  of
                  Wigmore Hall, Wigmore, Ludlow, Herefordshire (“Seller”);

              


      

      


      
        	
                (2)

              	
                JOHN
                  BOHILL of
                  Unit 1, Ivory Place, 20 Treadgold Street, London W11 4BX and CATHAL
                  JOHN SHEEHY of
                  2 Dolby Road, London SW6 3NE (“Indirect Shareholders”)

              


      

      


      
        	
                (3)

              	
                SUPERSTOCK
                  LIMITED
                  (registered in England with number 02949455 whose registered office
                  is at
                  2 Bloomsbury Street, London WC1B 3ST (“Buyer”);
                  and

              


      

      


      
        	
                (4)

              	
                a21,
                  INC,
                  a
                  Texas Corporation of Jacksonville, Florida (“Buyer’s
                  Parent”).

              


      

      


      BACKGROUND

      


      
        	
                (A)

              	
                LCJ
                  Acquisitions Limited (“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 £.01 each and 200,000 Ordinary Shares of £.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
                  Seller has agreed to sell the Seller’s Shares to the Buyer and the Buyer
                  has agreed to purchase the Seller’s Shares upon the warranties and
                  undertakings in this Agreement given by the Warrantors (as defined
                  below),
                  for the consideration and otherwise upon and subject to the terms
                  and
                  conditions of this Agreement.

              


      

      


      
        	
                (C)

              	
                The
                  Warrantors have agreed to procure the sale by the Minority Sellers
                  of the
                  Minority Sellers’ Shares to the
                  Buyer.

              


      

      


      
        	
                (D)

              	
                The
                  Indirect Shareholders have agreed to give the warranties and undertakings
                  in this Agreement on the basis of and in consideration of the benefit
                  gained by them as a result of their holding of the entire issued
                  share
                  capital of Clonure Limited which is receiving [ ]% of the consideration
                  under the Clonure Agreement.

              


      

      


      
        	
                (E)

              	
                The
                  Buyer’s Parent has agreed to issue to the Seller’s Common Stock and
                  Preferred Stock in partial consideration for the
                  Shares.

              


      

      


      AGREED
        TERMS

       

      1. DEFINITIONS
        AND INTERPRETATION

      


      1.1 In
        this
        Agreement the following words and expressions have the meanings set opposite
        them:

      


      Accounts:
        the
        audited balance sheet as at the Balance Sheet Date and the audited profit
        and
        loss account for each of the accounting reference periods ended on the Balance
        Sheet Date of the Company the Subsidiary (including, in the case of the Company,
        the audited consolidated balance sheet as at that date and the audited
        consolidated profit and loss account for that year) and the notes, reports,
        statements and other documents which are annexed to the Accounts of the company
        concerned and to be sent or made available to members for such Financial
        Year, a
        copy of each of which has been initialed by or on behalf of each of the parties
        for the purpose of identification; 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Accounting
        Standards:
        statements of standard accounting practice (including financial reporting
        standards) adopted or issued by the ASB; 

      


      ASB:
        Accounting Standards Board Limited (no. 2526824) or such other body prescribed
        by the Secretary of State from time to time pursuant to section 256, CA 85;
        

      


      Affiliate:
        in
        relation to any body corporate, any Holding Company or subsidiary undertaking
        of
        such body corporate or any subsidiary undertaking of a Holding Company of
        such
        body corporate;

      


      Agreed
        Claim:
        a claim
        in respect of which liability is admitted by the party against whom any claim
        is
        brought, or which has been adjudicated on by a Court of competent jurisdiction
        and no right of appeal lies in respect of such adjudication, or the parties
        are
        debarred by passage of time or otherwise from making an appeal any liability
        in
        respect of such claim;

      


      Agreement:
        this
        agreement including its recitals and the Schedules but not the Tax Deed;
        

      


      Associated
        Company:
        a
        company in which the Company or the Subsidiary holds shares conferring the
        right
        to exercise 20 per cent or more of the votes which could be cast on a poll
        at a
        general meeting of such company and which is not a Sub of any of the companies
        in the Group and which is more particularly listed in part 3 of Schedule
        5;
        

      


      Balance
        Sheet Date:
        31 May
        2005; 

      


      Business:
        collectively the businesses of the Company and the Subsidiary at the date
        hereof; 

      


      Business
        Day:
        a day
        (other than a Saturday or Sunday) when banks are open for business in
        London;

      


      Business
        Sector: the
        commercial exploitation (including licensing and selling) of images and
        Intellectual Property rights related to images;

      


      Buyer’s
        Accountants:
        Baker
        Tilly of 2 Bloomsbury Street, London WC1B 3ST;

      


      Buyer’s
        Group:
        the
        Buyer and its Affiliates; 

      


      Buyer’s
        Solicitors:
        Matthew
        Arnold & Baldwin of 21 Station Road, Watford WD17 1HT; 

      


      CA
        85:
        Companies Act 1985; 

      


      CAA:
        Capital
        Allowances Act 2001; 

      


      Clonure
        Agreement:
        the
        agreement in the agreed terms between the Buyer and Clonure Limited for the
        sale
        of all of Clonure Limited’s common and preferred shares in the
        Company;

      


      Common
        Stock:
        Shares
        of Common Stock, $.001 par value, of Buyer’s Parent

      


      Companies
        Acts:
        as
        defined in section 744, CA 85 together with the Companies Act 1989;


      


      Competent
        Authority:
        any
        person or legal entity (including any government or government agency) having
        enforcement powers and/or regulatory authority under Environmental Laws and/or
        any court of law or tribunal; 

      


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

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Completion
        Accounts:
        the
        accounts referred to in clause
        7.1(a),
        prepared in accordance with Schedule
        7;
        

      


      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: 

       

      (i) the
        Company and the Subsidiary and their respective Affiliates; 

      (ii) any
        aspect of the Business; 

      (iii) the
        provisions of this Agreement; 

      (iv) the
        negotiations relating to this Agreement; 

      (v) the
        subject matter of this Agreement; or 

      (vi) the
        Buyer. 

      


      Connected
        Person:
        a person
        connected with any of the Warrantors or the Directors (or any former director
        of
        the Company or any of the Subsidiary) within the meaning of section 839,
        TA
        88;

      


      Consideration:
        the
        consideration payable for the Shares as specified in clause
        4.1;

      


      Copyright:
        copyright, design rights, topography rights and database rights whether
        registered or unregistered (including any applications for registration of
        any
        such thing) and any similar or analogous rights to any of the foregoing whether
        arising or granted under the law of England or of any other
        jurisdiction;

      


      Deeds
        of Covenant:
        the
        deeds of covenant to be entered into between the Buyer [others?] and each
        of
        Cathal Sheehy, John Bohill and Louis Ingram in the agreed terms

      


      Directors:
        the
        directors of the Company and the Subsidiary named in Schedule
        3;
        

      


      Disclosed:
        fairly
        disclosed by the Disclosure Documents and by the disclosures specifically
        referred to in the Disclosure Letter and “Disclosure” shall be construed
        accordingly; 

      


      Disclosure
        Documents:
        the
        Disclosure Letter and the bundles of documents collated by or on behalf of
        the
        Warrantors, the outside covers of each of which have been signed for
        identification by or on behalf of the Warrantors and the Buyer; 

      


      Disclosure
        Letter:
        the
        letter described as such of even date herewith addressed by the Warrantors
        to
        the Buyer; 

      


      Encumbrance:
        any
        (other than by virtue of this Agreement) interest or equity of any person
        (including any right to acquire, option or right of pre-emption) or any
        mortgage, charge, pledge, lien, assignment, hypothecation, security interest,
        title retention or any other security agreement or arrangement; 

      


      Environment:
        any and
        all organisms (including man), ecosystems, property and the following media:
        air
        (including the air within buildings and the air within other natural or man-made
        structures whether above or below ground); water (including water under or
        within land or in drains or sewers and coastal and inland waters); and land
        (including land under water); 

      


      Environmental
        agreements:
        any and
        all leases or licenses or other agreements which are binding upon the Company
        or
        the Subsidiary but only to the extent that they relate, either wholly or
        in
        part, to the protection of the Environment, and/or the mitigation, abatement,
        containment or prevention of Harm and/or the carrying out of Remediation
        Action
        and/or the provision of remedies in respect of Harm; 

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Environmental
        Laws:
        any and
        all laws, whether civil, criminal or administrative which have as a purpose
        or
        effect the protection of the Environment, and/or the mitigation, abatement,
        containment or prevention of Harm and/or the carrying out of Remediation
        Action
        and/or the provision of remedies in respect of Harm applicable to the Company
        and the Subsidiary Properties and/or Other Properties and/or conduct of the
        Business, including: European Community or European Union regulations,
        directives, decisions and recommendations; statutes and subordinate legislation;
        regulations, orders, ordinances; Permits, codes of practice, circulars, guidance
        notes and the like; common law, local laws and bye-laws; judgments, notices,
        orders, directions, instructions or awards of any Competent Authority;
        Environmental agreements; 

      


      Environmental
        Liability:
        liability (including liability in respect of Remediation Action) on the part
        of
        the Company or any of the Subsidiary and/or any of their directors or officers
        or shareholders under Environmental Laws; 

      


      ERA:
        Employment Rights Act 1996; 

      


      Escrow
        Agent: the
        Warrantors’ Solicitors;

      


      Escrow
        Agreement: the
        agreement in substantially the form as Schedule 14;

      


      Event:
        any
        payment, transaction, act, omission or occurrence of whatever nature whether
        or
        not the Company or the Buyer is a party thereto and including: 

      (a) the
        execution of this Agreement and completion of the sale of the Shares to the
        Buyer; and 

      (b) the
        death
        of any person; 

      


      and
        references to an Event occurring on or before Completion shall include an
        Event
        deemed, pursuant to any Taxation Statute, to occur or be treated or regarded
        as
        occurring on or before Completion; 

      


      Exchange
        Agreement: the
        exchange agreement between the Buyer’s Parent, the Seller and the Minority
        Sellers in the agreed terms;

      


      FA:
        Finance
        Act; 

      


      Financial
        Year:
        a
        financial year within the meaning ascribed to such expression by section
        223, CA
        85; 

      


      GAAP:
        Accounting Standards, the legal principles set out in Schedules 4 and 4A
        to CA
        85, rulings and abstracts of the Urgent Issues Task Force of the ASB and
        guidelines, conventions, rules and procedures of accounting practice in the
        United Kingdom which are regarded as permissible by the ASB; 

      


      Group:
        together
        the Company and the Subsidiary; 

      


      Hardware:
        any and
        all computer, telecommunications and network equipment; 

      


      Harm:
        harm or
        damage to or other interference with the Environment and in the case of man
        includes offence caused to any of their senses; 

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Hazardous
        Matter:
        any and
        all matter (whether alone or in combination with other matter) including
        electricity, heat, vibration, noise or other radiation which may cause Harm;
        

      


      Holding
        Company:
        a
        holding company within the meaning ascribed to such expression by sections
        736
        and 736A, CA 85; 

      


      Image:
        means a
        reproduction of any artwork, photograph, illustration or image of any type
        (together with any text or description that may be associated with it); licensed
        to or licensed by the Company or Subsidiary in connection with the
        Business;

      


      Image
        Agreements:
        agreements, arrangements or licenses relating to Images;

      


      Indemnities:
        the
        indemnities given by the Warrantors in clause 11; 

      


      Intellectual
        Property:
        Patent
        Rights, Know How, Copyright (including rights in Software), Trade Marks,
        IP
        Materials and domain names;

      


      Intellectual
        Property Agreements:
        agreements, arrangements or licenses relating to the Relevant IP; 

      


      IP
        Materials:
        all
        documents, records, tapes, discs, diskettes and any other materials whatsoever
        containing Copyright works, Know How or Software; 

      


      IT
        Contracts:
        any
        agreements, arrangements or licenses with third parties relating to IT Systems
        or IT Services, including all hire purchase contracts or leases of Hardware
        owned or used by the Company or the Subsidiary, licences of Software owned
        or
        used by the Company or the Subsidiary, and other IT procurement;

      


      IT
        Services:
        any
        services relating to the IT Systems or to any other aspect of the Company’s or
        the Subsidiary’s data processing or data transfer requirements, including
        facilities management, bureau services, hardware maintenance, software
        development or support, consultancy, source code deposit, recovery and network
        services; 

      


      IT
        Systems:
        Hardware
        and/or Software owned or used by the Company or the Subsidiary that is material
        to the Business;

      


      ITA:
        Inheritance Tax Act 1984; 

      


      Know-How:
        trade
        secrets and confidential business information including details of supply
        arrangements, past,
        present and prospective customer
        lists and pricing policy; photographer contracts, distribution contracts,
        vendor
        information (including details of and information related to photographers
        and
        agencies); sales targets, sales statistics, market share statistics, marketing
        surveys and reports; marketing research; unpatented technical and other
        information including inventions, discoveries, processes and procedures,
        ideas,
        concepts, formulae, specifications, procedures for experiments and tests
        and
        results of experimentation and testing; information comprised in Software;
        together with all common law or statutory rights protecting the same including
        by any action for breach of confidence and any similar or analogous rights
        to
        any of the foregoing whether arising or granted under the law of England
        or any
        other jurisdiction;

      


      Legal
        and Beneficial Title:
        full and
        unrestricted title with the benefit of quiet possession and free from lawful
        interruption and disturbance; 

      


      Losses:
        actions,
        proceedings, losses, damages, liabilities, claims, costs and expenses including
        fines, penalties, clean-up costs, legal and other professional
        fees;

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Material
        Unregistered Intellectual Property:
        the
        Ingram logo; trade name of “Ingram Publishing”; customer materials as defined in
        the agreement with Diosphere contained at Tab 4.3(d) of the Disclosure Bundle;
        details of supply arrangements, any lists of persons to which the Business
        posts
        or e-mails information related to the Business, pricing policy, and historical
        sales statistics;

      


      Metadata:
        in
        relation to each of 65,532 Images: the IMAGECODE; EXTCODE (supplier code);
        KEYWORDS (descriptive words); WIDTH (Pixel), HEIGHT (Pixel) and SIZE (Pixel);
        in
        relation to approximately 80,000 further Images, the file numbers in respect
        of
        each; and in respect of all, vector images/fonts/clip arts in a catalogue
        and/or
        product CD containing license images and fonts all of which is disclosed
        in the
        Diligence Bundle at Tab 9.1;

      


      Minority
        Sellers: Andrew
        Eric Lawson Smith and David Jeffrey (each a “Minority Seller”), further
        particulars of whom are set out in Schedule 1;

      


      Minority
        Sellers’ Sale Agreements: the
        agreements in the agreed terms between the Buyer and each Minority Seller
        for
        the sale of the Minority Sellers’ shares;

      


      Minority
        Sellers’ Shares:
        those
        Shares to be sold by the Minority Sellers pursuant to the Minority Sellers
        Sale
        Agreements;

      


      Net
        Assets:
        in
        relation to the Group, its consolidated fixed assets plus its consolidated
        current assets less its consolidated liabilities as set out in the Completion
        Accounts; 

      


      Ordinary
        Shares:
        the
        100,000 issued Ordinary Shares of £.01 each in the capital of the Company;


      


      Other
        Properties:
        any
        property (other than the Properties) previously owned, operated, occupied
        or
        used by the Company or the Subsidiary at any time before Completion;


      


      Patent
        Rights:
        patent
        applications or patents, author certificates, inventor certificates, utility
        certificates, improvement patents and models and certificates of addition
        including any divisions, renewals, continuations, refilings,
        confirmations-in-part, substitutions, registrations, confirmations, additions,
        extensions or reissues thereof and any similar or analogous rights to any
        of the
        foregoing whether arising or granted under the law of England or any other
        jurisdiction; 

      


      Pension
        Schemes:
        agreements or arrangements (whether legally enforceable or not) for the payment
        of any pensions, allowances, lump sums or other like benefits on retirement
        for
        the benefit of any present or former director, officer or employee of the
        Company or the Subsidiary or for the benefit of the dependants of any such
        persons; 

      


      Permits:
        any and
        all licenses, consents, permits, authorisations, registrations or the like,
        made
        or issued pursuant to or under, or required under Environmental
        Laws;

      


      Preference
        Shares:
        the
        300,000 issued Preference Shares of £.01 each in the capital of the
        Company;

      


      Preferred
        Stock:
        shares
        of convertible, redeemable preferred stock, par value $ 0.001, of Buyer’s
        Parent;

      


      Proceedings:
        any
        proceeding, suit or action arising out of or in connection with this Agreement;
        

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      Properties:
        the
        properties of which short particulars are set out in Schedule 4 and the
        expression “Property” shall mean, where the context so admits, any one or more
        of such properties and any part or parts thereof; 

      


      Registered
        Intellectual Property:
        all the
        Intellectual Property owned, licensed, used or exploited by the Company or
        any
        Subsidiary, which is registered; 

      


      Relevant
        IP:
        all
        Registered Intellectual Property and Unregistered Intellectual Property;
        

      


      Remediation
        Action: 

      


      (i)
        preventing, limiting, removing, remediating, cleaning-up, abating or containing
        the presence or effect of any Hazardous Matter in the Environment or (ii)
        carrying out investigative work and obtaining legal and other professional
        advice as is reasonably required in relation to (i); 

      


      Securities
        Laws:
        including the Securities Act of 1933, as amended, and all other U.S. and
        non-U.S. Laws that regulate the offering, sale or disposition of
        securities;

      


      Seller’s
        Shares:
        those
        Shares set out opposite the name of the Seller in Schedule 1;

      


      Service
        Agreements:
        the
        employment agreements to be entered into between the Company and each of
        Cathal
        Sheehy, John Bohill and Louis Ingram in the agreed terms;

      


      Shares:
        the
        Ordinary Shares and the Preference Shares; 

      


      Singer
        & Friedlander:
        Singer
& Friedlander Limited of 21 New Street, Bishopsgate, London EC2M
        4HR;

      


      Software:
        any and
        all computer programs in both source and object code form, including all
        modules, routines and sub-routines thereof and all source and other preparatory
        materials relating thereto, including user requirements, functional
        specifications and programming specifications, ideas, principles, programming
        languages, algorithms, flow charts, logic, logic diagrams, orthographic
        representations, file structures, coding sheets, coding and including any
        manuals or other documentation relating thereto and computer generated works;
        

      


      SSAP
        and FRS:
        a
        statement of standard accounting practice or financial reporting standard
        in
        force at the date hereof as adopted or issued by the ASB as an Accounting
        Standard; 

      


      Stock
        Exchange:
        London
        Stock Exchange plc or any other recognized investment exchange (as defined
        in
        the Financial Services and Markets Act 2000); 

      


      Subscription
        Agreement:
        the
        subscription agreement in agreed terms;

      


      Sub:
        a
        subsidiary within the meaning ascribed to such expression by sections 736
        and
        736A, CA 85; 

      


      Subsidiary
        undertaking:
        a
        subsidiary undertaking within the meaning ascribed to such expression by
        section
        258, CA 85; 

      


      Subsidiary:
        the
        subsidiaries of the Company named in part 2 of Schedule
        5;

      


      TA
        88:
        Income
        and Corporation Taxes Act 1988; 

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      


      Taxation
        or Tax: 

       

      
        	 	
                (a)

              	
                all
                  forms of taxation and statutory, governmental, state, federal,
                  provincial,
                  local government or municipal charges, duties, imposts, contributions,
                  levies, withholdings or liabilities wherever chargeable and whether
                  of the
                  UK or any other jurisdiction; and 

              


      

      
        	 	
                (b)

              	
                any
                  penalty, fine, surcharge, interest, charges or costs payable in
                  connection
                  with any taxation within (a) above;


              


      

      


      Taxation
        Authority:
        the
        Inland Revenue, Customs & Excise, Department of Social Security and any
        other governmental or other authority whatsoever competent to impose any
        Taxation whether in the United Kingdom or elsewhere; 

      


      Tax
        Deed:
        the deed
        in the agreed terms containing certain taxation covenants and indemnities
        between the Warrantors and the Buyer; 

      


      Taxation
        Statute:
        any
        directive, statute, enactment, law or regulation, wheresoever enacted or
        issued,
        coming into force or entered into providing for or imposing any Taxation
        and
        shall include orders, regulations, instruments, bye-laws or other subordinate
        legislation made under the relevant statute or statutory provision and any
        directive, statute, enactment, law, order, regulation or provision which
        amends,
        extends, consolidates or replaces the same or which has been amended, extended,
        consolidated or replaced by the same; 

      


      Tax
        Warranties:
        the
        warranties set out in part 2 of Schedule 6; 

      


      TCGA:
        Taxation
        of Chargeable Gains Act 1992; 

      


      Third
        Party Rights Act:
        Contracts (Rights of Third Parties) Act 1999; 

      


      TMA:
        Taxes
        Management Act 1970; 

      


      Trade
        Marks:
        trade or
        service mark applications or registered trade or service marks, registered
        protected designations of origin, registered protected geographic origins,
        refilings, renewals or reissues thereof, unregistered trade or service marks,
        get up and company names in each case with any and all associated goodwill
        and
        all rights or forms of protection of a similar or analogous nature including
        rights which protect goodwill whether arising or granted under the law of
        England or of any other jurisdiction; 

      


      Trade
        Union:
        as
        defined in section 1, TULRCA; 

      


      Transaction
        Documents:
        the Tax
        Deed, the Disclosure Letter, the Service Agreements, the Deeds of Covenant,
        the
        Escrow Agreement, the Subscription Agreement and the Exchange
        Agreement;

      


      TULRCA:
        Trade
        Union and Labour Relations (Consolidation) Act 1992; 

      


      TUPE:
        Transfer
        of Undertakings (Protection of Employment) Regulations 1981; 

      


      UK
        Listing Authority:
        the
        Financial Services Authority acting in its capacity as the competent authority
        for the purposes of the Financial Services and Markets Act 2000; 

      


      Unregistered
        Intellectual Property:
        Intellectual Property owned, licensed, used or exploited by the Company or
        the
        Subsidiary (including but not limited to Material Unregistered Intellectual
        Property) other than Registered Intellectual Property;

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      VAT:
        value
        added tax; 

      


      VATA:
        Value
        Added Tax Act 1994; 

      


      Warranties:
        the
        warranties set out in clause
        9
        and
Schedule
        6;

      


      Warrantors:
        together
        the Seller and the Indirect Shareholders;

      


      Warrantors’
        Accountants:
        Murray
        Smith of Darland House, 44 Winnington Hill, Northwick, Cheshire CW8
        1AU;

      


      Warrantors’
        Solicitors:
        DMH
        Stallard of 40 High Street, Crawley RH10 1BW;

      


      in
        the agreed terms
        in the
        form agreed between the Warrantors’ Solicitors and the Buyer’s Solicitors and
        signed for the purposes of identification by or on behalf of each
        party.

      


      
        	
                1.2

              	
                The
                  table of contents and headings in this Agreement are inserted for
                  convenience only and shall not affect its
                  construction.

              


      

      


      
        	
                1.3

              	
                Unless
                  the context otherwise requires:

              


      

      


      
        	 	
                i)

              	
                words
                  denoting the singular shall include the plural and vice
                  versa;

              


      

      


      
        	 	
                ii)

              	
                references
                  to either gender or the neutral shall include both genders and
                  the
                  neutral;

              


      

      


      
        	 	
                iii)

              	
                references
                  to persons shall include bodies corporate, unincorporated associations
                  and
                  partnerships in each case whether or not having a separate legal
                  personality; and

              


      

      


      
        	 	
                iv)

              	
                references
                  to the word include or including are to be construed without
                  limitation.

              


      

      


      
        	
                1.4

              	
                References
                  to recitals, Schedules and clauses are to recitals and Schedules
                  to and
                  clauses of this Agreement unless otherwise specified and references
                  within
                  a Schedule to paragraphs are to paragraphs of that Schedule unless
                  otherwise specified.

              


      

      


      
        	
                1.5

              	
                References
                  in this Agreement to any statute, statutory provision, EU Directive
                  or
                  treaty include a reference to that statute, statutory provision,
                  EU
                  Directive or treaty as amended, extended, consolidated or replaced
                  from
                  time to time (whether before or after the date of this Agreement)
                  and
                  include any order, regulation, instrument or other subordinate
                  legislation
                  made under the relevant statute, statutory provision, EU Directive
                  or
                  treaty.

              


      

      


      
        	
                1.6

              	
                Words
                  and expressions defined in the Tax Deed shall to the extent not
                  inconsistent bear the same meanings as in this
                  Agreement.

              


      

      


      
        	
                1.7

              	
                References
                  to any English legal term for any action, remedy, method of judicial
                  proceeding, legal document, legal status, court, official or any
                  legal
                  concept, state of affairs or thing shall in respect of any jurisdiction
                  other than England be deemed to include that which most approximates
                  in
                  that jurisdiction to the English legal
                  term.

              


      

      


      
        	
                1.8

              	
                Any
                  reference to writing or written includes faxes and any non-transitory
                  form
                  of visible reproduction of words (but not
                  e-mail).

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      
        	
                1.9

              	
                Any
                  agreement, covenant, representation, warranty, undertaking or liability
                  arising under this Agreement on the part of two or more persons
                  shall be
                  deemed to be made or given by such persons jointly and
                  severally.

              


      

      


      
        	1.10	
                References
                  to the Warrantors shall include each of them
                  severally.

              


      

      


      
        	
                1.11

              	
                In
                  Schedule
                  6,
                  references to the Company shall be deemed to include a corresponding
                  reference to the Subsidiary and references to the Accounts are
                  to those of
                  the Company or the Subsidiary, as the case may
                  be.

              


      

      


      
        	
                1.12

              	
                References
                  to times of the day are to London time and references to a day
                  are to a
                  period of 24 hours running from midnight on the previous
                  day.

              


      

      


      
        	
                1.13

              	
                In
                  this Agreement, references to “include” and “including” shall be deemed to
                  mean respectively “include(s) without limitation” and “including without
                  limitation”.

              


      

       

      2. INTENTIONALLY
        OMITTED

       

      3. SALE
        AND PURCHASE 

      


      3.1 Obligation
        to sell and purchase

      


      Subject
        to the terms of this Agreement, the Seller shall sell and the Seller and
        the
        Indirect Shareholders shall procure the sale of Legal and Beneficial Title
        to,
        and with full title guarantee, the Shares and the Buyer shall purchase such
        interests in the same together with all rights attaching thereto at the date
        of
        this Agreement.

      


      3.2 Dividends
        and distributions

      


      The
        Buyer
        shall be entitled to receive all dividends and distributions declared, paid
        or
        made by the Company on or after the date of this Agreement.

      


      3.3 Sale
        of
        all Shares

      


      The
        Buyer
        shall not be obliged to complete the purchase of any of the Shares unless
        the
        purchase of all the Shares is completed simultaneously.

       

      4. CONSIDERATION

      


      4.1 Consideration

      


      The
        Seller’s Shares shall be sold for the following consideration but subject to
        adjustment as provided in clause
        7.2:

      


      
        	
              	4.1.1	
                £216,953
                  cash payment (the “Cash Payment”);
                  and

              


      

      


      
        	 	
                4.1.2

              	
                $3,200
                  of Preferred Stock at par with share certificates in the name and
                  share
                  amount as is set forth in Schedule 1 (3);


              


      

      


      
        	 	
                4.1.3

              	
                800,000
                  shares of Common Stock with share certificates in the name and
                  share
                  amount as is set forth in Schedule 1 (3);
                  and

              


      

      


      
        	 	
                4.1.4

              	
                The
                  shares of Preferred Stock and Common Stock to be issued and delivered
                  under clause 4.1 shall be fully paid non-assessable
                  shares.

              


      

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      4.2 Entitlement
        to consideration

      


      The
        Consideration shall, subject to any adjustments to the Consideration or the
        exercise by the Buyer of any rights of set off pursuant to this Agreement,
        belong to the Seller in the proportions set out in Schedule 1.

      


      4.3 Reduction
        in consideration

      


      Any
        payment made by the Warrantors in respect of a breach of any Warranties or
        payment made under the Indemnities or the Tax Deed, or any other payment
        made
        pursuant to this Agreement, shall be and shall be deemed to be pro tanto
        a
        reduction in the price paid for the Shares under this Agreement.

       

      5. WAIVERS
        OF PRE-EMPTION

      


      The
        Seller hereby waives and the Warrantors shall procure the waiver by the Minority
        Sellers of all rights of pre-emption or other rights over any of the Shares
        conferred on them either by the articles of association of the Company or
        in any
        other way.

       

      6. COMPLETION 

      


      6.1 Time
        and
        location

      


      Subject
        as provided in clause 6.4, Completion shall take place at the offices of
        the
        Buyer's Solicitors on execution and delivery of this Agreement.

      


      6.2 Warrantors’
        obligations

      


      At
        Completion:

      


      
        	 	
                (a)

              	
                the
                  Warrantors shall deliver to the Buyer each of the documents listed
                  in part
                  1 of Schedule
                  10;
                  and

              


      

      


      
        	 	
                (b)

              	
                the
                  Warrantors shall procure that all necessary steps are taken properly
                  to
                  effect the matters listed in part 2 of Schedule
                  10
                  at
                  board meetings of the Company and each of the Subsidiary and shall
                  deliver
                  to the Buyer duly signed minutes of all such board
                  meetings.

              


      

      


      6.3 Buyer’s
        obligations

      


      Subject
        to the Warrantors complying with their obligations under clause 6.2 the Buyer
        shall at Completion:

      


      
        	 	
                (a)

              	
                pay
                  the sum of US$2,477,141 by way of electronic transfer for same
                  day value
                  to the Warrantors' Solicitors (or at the written direction of the
                  Warrantors' Solicitors to an account in the name of Singer &
                  Friedlander at Chase Manhattan Bank in New York), the Warrantors'
                  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 to the Seller £72,219, the Minority Sellers
                  £48,558, Clonure £205,323, to discharge the debt due to Singer &
                  Friedlander of US$1,641,847, debt due to Clonure of £96,175 and debt due
                  to the Seller of £10,000 and to pay certain costs of the Sellers and the
                  Buyer shall not be concerned to see the application or be answerable
                  for
                  the loss or misapplication of such
                  sum;

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (b)

              	
                deposit
                  the sum of £184,280 (“Escrowed Amount”) into escrow with the Escrow Agent,
                  pursuant to the terms of the Escrow
                  Agreement;

              


      

      


      
        	 	
                (c)

              	
                deliver
                  to the Warrantors a counterpart Tax Deed duly executed by the Buyer;
                  

              


      

      


      
        	 	
                (d)

              	
                deliver
                  to the Warrantors counterparts of the Service Agreements and the
                  Deeds of
                  Covenant;

              


      

      


      
        	 	
                (e)

              	
                deliver
                  to the Warrantors stock certificates for the Preferred Stock and
                  the
                  Common Stock;

              


      

      


      
        	 	
                (f)

              	
                deliver
                  to the Warrantors a certified copy of minutes of a Board of Directors
                  meeting (or an equivalent resolution in lieu of a meeting) authorising
                  the
                  execution by the Buyer and the Buyer’s Parent of this Agreement and the
                  Transaction Documents and the performance of all obligations of
                  the
                  respective party under this Agreement and the Transaction
                  Documents;

              


      

      


      
        	 	
                (g)

              	
                deliver
                  to the Warrantors a counterpart Exchange Agreement and Subscription
                  Agreement fully executed by Buyer’s Parent;
                  and

              


      

      


      
        	 	
                (h)

              	
                deliver
                  to the Warrantor’s Solicitors a counterpart Escrow
                  Agreement.

              


      

      


      6.4 Company
        records

      


      Following
        Completion the Warrantors shall, and shall procure that any other person
        shall,
        send to the Company at its registered office for the time being such records
        and
        documents relating to the Company and the Subsidiary or the Business not
        kept at
        any of the Properties, save for those required for the purpose of preparing
        the
        Completion Accounts which shall be sent to the Buyer with the Completion
        Accounts in accordance with clause 7.1(a).

      


      7. COMPLETION
        ACCOUNTS 

      


      7.1 Preparation
        of Completion Accounts

      


      
        	 	
                (a)

              	
                Forthwith
                  after Completion, the Warrantors shall prepare provisional accounts
                  for
                  the Group as at the close of business on the date of Completion
                  and the
                  Warrantors shall procure that they are audited by the Warrantors’
                  Accountants or by such other accountants as may be appointed by
                  the
                  Warrantors and submitted to the Buyer’s Accountants for review within 60
                  days after Completion. The Warrantors shall pay the charges of
                  the
                  Warrantors' Accountants and the Buyer shall pay the charges of
                  the Buyer’s
                  Accountants.

              


      

      


      
        	 	
                (b)

              	
                If
                  the Warrantors shall fail to procure the preparation of accounts
                  in
                  accordance with clause
                  7.1(a),
                  the Buyer may procure the same at the Warrantors'
                  expense.

              


      

      


      
        	 	
                (c)

              	
                The
                  Completion Accounts shall consist of a consolidated balance sheet
                  for the
                  Group as at the close of business on the date of Completion and
                  the
                  Completion Accounts shall be prepared in accordance with the principles
                  set out in Schedule
                  7.

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (d)

              	
                In
                  conjunction with the preparation of the Completion Accounts, the
                  Warrantors’ Accountants shall also prepare a detailed reconciliation of
                  the debtors of the Company at the date of Completion against the
                  debtors
                  position at the Balance Sheet Date
                  (“Reconciliation”)

              


      

      


      
        	 	
                (e)

              	
                Unless
                  within 30 days after receipt of the audited version of the Completion
                  Accounts pursuant to clause
                  7.1(a)
                  the Buyer’s Accountants notify the Warrantors’ Accountants in writing of
                  any disagreement or difference of opinion relating to the Completion
                  Accounts, the parties shall be deemed to have accepted such accounts
                  as
                  accurate, save in respect of the debtors
                  position.

              


      

      


      
        	 	
                (f)

              	
                If
                  within the period of 30 days referred to in clause 7.1(e) the Buyer’s
                  Accountants notify the Warrantors’ Accountants of any disagreement or
                  difference of opinion relating to the provisional Completion Accounts
                  (Notice
                  of Disagreement)
                  and if they are able to resolve such disagreement or difference
                  of opinion
                  within 30 days of the Notice of Disagreement, the provisional Completion
                  Accounts shall, if necessary, be amended to give effect to the
                  agreement
                  reached between the parties and those amended provisional Completion
                  Accounts shall be deemed for the purposes of this Agreement to
                  be the
                  provisional Completion Accounts.

              


      

      


      
        	 	
                (g)

              	
                If
                  the Warrantors’ Accountants and the Buyer’s Accountants are unable to
                  reach agreement within 30 days of the Notice of Disagreement, the
                  matter
                  in dispute shall be referred to the decision of an independent
                  chartered
                  accountant (Independent
                  Accountant)
                  to be appointed (in default of nomination by agreement between
                  the
                  Warrantors and the Buyer) by the President for the time being of
                  the
                  Institute of Chartered Accountants in England and
                  Wales.

              


      

      


      
        	 	
                (h)

              	
                The
                  Independent Accountant shall act as an expert and not as an arbitrator,
                  the Arbitration Act 1996 shall not apply and his decision shall
                  (in the
                  absence of manifest error) be final and binding on the Warrantors
                  and the
                  Buyer for all the purposes of this Agreement. The costs of the
                  Independent
                  Accountant shall be apportioned between the Warrantors and the
                  Buyer as
                  the Independent Accountant shall decide but each party shall be
                  responsible for its own costs of presenting its case to the Independent
                  Accountant.

              


      

      


      
        	 	
                (i)

              	
                The
                  Warrantors shall procure that the Warrantors’ Accountants shall give the
                  Buyer’s Accountants unrestricted access to all their working papers (with
                  the right to take copies) during the planning, execution and finalization
                  of the audit and their review of the Completion Accounts at every
                  location
                  at which work on them is done and the Warrantors agree that the
                  Buyer’s
                  Accountants shall be at liberty to disclose to the Buyer any information
                  and copies of any documents which they receive by virtue of this
                  clause.

              


      

       

      
        
          
            
              	
                    	(j)	
                      At
                        a date 120 days after Completion the Warrantors’ Accountants shall prepare
                        a further reconciliation of the debtors of the Company at
                        120 days after
                        Completion against the debtors position at the Completion
                        Date (“Further
                        Reconciliation”). Any debts shown in the Further Reconciliation which were
                        outstanding at the date of Completion shall be fully provided
                        for (ie
                        there shall be a deduction for such debts) in the Completion
                        Accounts. To
                        the extent that such debts are subsequently collected, 100%
                        shall belong
                        to and be paid over to the Sellers.


                    


            

          

        

      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      
        	
              	(k)	
                The
                  provisions of clauses 7.1 (e) to (h) inclusive shall apply mutatis
                  mutandis to the agreement of the Further Reconciliation between
                  the Buyer
                  and the Warrantors save that the period of 30 days shall be replaced
                  by a
                  period of 10 days.

              


      

       

      
        	
              	(l)	
                Upon
                  agreement of the debtors position (whether as a result of agreement
                  of the
                  Buyers Accountants and the Warrantors Accountants or application
                  of 7.1
                  (k)), the agreed debtors amount shall be imported into the provisional
                  Completion Accounts and the provisional Completion Accounts shall
                  become
                  the Completion Accounts for the purposes of this
                  Agreement.

              


      

      


      7.2 Adjustment
        of Consideration

      


      The
        Consideration and amounts paid to Clonure and the Minority Sellers shall
        be
        adjusted after Completion in accordance with the following provisions of
        this
        clause 7.2.

      


      
        	 	
                (a)

              	
                If
                  the Net Assets are less than the net assets (determined on a similar
                  basis) of the Group as at the Balance Sheet Date as shown by the
                  Accounts
                  (the “Deficiency”),
                  the Seller and the Warrantors shall pay to the Buyer an amount
                  equal to
                  the Deficiency. If the Net Assets are greater than the net assets
                  (determined on a similar basis) of the Group as at the Balance
                  Sheet Date
                  as shown by the Accounts (the “Excess”),
                  the Buyer shall pay to the Seller, Clonure and the Minority Sellers
                  an
                  amount equal to the Excess.

              


      

      


      
        	 	
                (b)

              	
                Any
                  amounts to be paid under clause
                  7.2(a)
                  shall be paid in accordance with the Escrow Agreement
                  and:

              


      

      


      
        	 	
                (i)

              	
                be
                  paid within 14 days after the date on which the Completion Accounts
                  have
                  been agreed or settled (whether under clause
                  7.1(j) or (k))
                  or
                  by virtue of a decision of the Independent Accountant or otherwise)
                  together with interest on the amount to be paid in accordance with
                  the
                  interest provisions in the Escrow Agreement;
                  and

              


      

      


      
        	 	
                (ii)

              	
                in
                  the case of sums payable to the Seller, payment shall be made to
                  the
                  Warrantors’ Solicitors who are irrevocably authorised to receive the same
                  and whose receipt shall be an effective discharge of the Buyer’s
                  obligation to pay such sums and the Buyer shall not be concerned
                  to see to
                  the application or be answerable for the loss or misapplication
                  of such
                  sums.

              


      

       

      8. INTENTIONALLY
        OMITTED

      


      9. WARRANTIES 

      


      9.1 Extent
        of
        Warranties

      


      In
        consideration of the Buyer agreeing to purchase the Shares on the terms
        contained in this Agreement, the Warrantors in relation to the Company and
        the
        Subsidiary jointly and severally represent and warrant to the Buyer in the
        terms
        set out in Schedule
        6.

      


      9.2 Obligation
        to make enquiries

      


      Except
        as
        otherwise stated in the Warranty, where any of the Warranties is made or
        given
        so far as the Warrantors are aware, such Warranty shall be deemed to be given
        to
        the best of the knowledge, information and belief of each of the Warrantors
        after having made due and careful enquiries of each other and of the Warrantors’
        Accountants and the Warrantors’ Solicitors and the knowledge, information and
        belief of any one of the Warrantors shall be imputed to the remaining
        Warrantors.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      9.3 Investigation
        by Buyer

      


      None
        of
        the Warranties or the Indemnities or the Tax Deed shall be deemed in any
        way
        modified or discharged by reason of any investigation or inquiry made or
        to be
        made by or on behalf of the Buyer provided that a claim under the Warranties
        or
        the Indemnities or the Tax Deed shall be barred (and the amount recoverable
        under any such claim shall be reduced) to the extent that the Buyer has actual
        knowledge of the facts and circumstances giving rise to such claim.

      


      9.4 Information
        supplied by the Company/the Subsidiary

      


      Any
        information supplied by or on behalf of the Company or on behalf of the
        Subsidiary (or by any officer, employee or agent of any of them) to the
        Warrantors or their advisers in connection with the Warranties, the Indemnities
        or the Tax Deed or the information Disclosed in the Disclosure Documents
        shall
        not constitute a warranty, representation or guarantee as to the accuracy
        of
        such information in favor of the Warrantors and the Warrantors undertake
        to
        waive any and all claims which they might otherwise have against the Company
        or
        the Subsidiary or against any officer, employee or agent of any of them in
        respect of such claims but so that this shall not preclude any of the Warrantors
        from claiming against any other of the Warrantors under any right of
        contribution or indemnity to which he may be entitled.

      


      9.5 Separate
        and independent warranties

      


      Each
        of
        the Warranties set out in the separate paragraphs of Schedule
        6
        shall be
        separate and independent and save as expressly otherwise provided shall not
        be
        limited by reference to any other such Warranty or by anything in this
        Agreement, the Disclosure Documents or the Tax Deed.

      


      9.6 Set-off
        by Buyer

      


      (a) The
        Buyer
        shall (without prejudice to its other rights hereunder) be entitled to set
        off
        against any amount otherwise payable to the Seller under this Agreement any
        amount due by the Seller and/or the Warrantors to the Buyer by reason of
        any
        breach of the Warranties or due by the Warrantors under the Indemnities or
        the
        Tax Deed (“Claimed Amount”):

      


      
        	 	
                (i)

              	
                if
                  the Claimed Amount is an amount in respect of an Agreed Claim;
                  or

              


      

      


      
        	 	
                (ii)

              	
                if
                  the Claimed Amount is in respect of any claim which is not an Agreed
                  Claim, subject to the Buyer having produced an opinion from Queen’s
                  Counsel (“Counsel”) stating that the claim which is the subject of the
                  Claimed Amount is more likely than not to succeed and the likely
                  liability
                  arising in respect of the said
                  claim.

              


      

      


      (b)
        For
        the purposes of clause 9.6(a)(ii):

      


      
        	 	
                (i)

              	
                Counsel
                  shall be appointed only with the agreement of the Seller (or failing
                  agreement, such appointment shall be made on the application of
                  either
                  party by the President of the Law Society from time to
                  time);

              


      

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (ii)

              	
                a
                  copy of the instructions to Counsel shall be provided to the Seller
                  at the
                  same time as they are delivered to
                  Counsel;

              


      

      


      
        	 	
                (iii)

              	
                the
                  Seller shall be given the opportunity to make submissions to Counsel
                  within a reasonable time and if the Seller fails to make submissions
                  with
                  a reasonable time they shall be deemed to have confirmed that they
                  have no
                  submissions to make;

              


      

      


      
        	 	
                (iv)

              	
                Counsel’s
                  opinion shall be delivered not later than two weeks after the Seller
                  has
                  confirmed in writing to Counsel that he has no further submissions
                  to make
                  or the Seller has been deemed to have confirmed that he has no
                  submissions
                  to make;

              


      

      


      
        	 	
                (v)

              	
                if
                  Counsel states that only part of the claim which is the subject
                  of the
                  Claimed Amount is more likely than not to succeed, the Buyer shall
                  only be
                  entitled to set-off such sum equal to the liability under that
                  part of the
                  claim which Counsel states is more likely than not to succeed and
                  not the
                  whole claim;

              


      

      


      
        	 	
                (vi)

              	
                the
                  right of set-off shall cease 6 months after delivery by Counsel
                  of his
                  opinion unless and to the extent only that the said claim becomes
                  a
                  Substantiated Claim (as such term is defined in Schedule 13) or
                  unless
                  proceedings have been instituted and shall in any event cease if
                  and to
                  the extent that the Seller and/or the Warrantors are found to have
                  no
                  liability under the said claim; and

              


      

      


      
        	 	
                (vii)

              	
                the
                  costs of Counsel for providing the opinion shall be borne by the
                  unsuccessful party and in the event the claim is successful only
                  in part
                  costs should be proportionate to the relative success of the
                  claim.

              


      

      


      9.7 Satisfaction
        of liability

      


      Any
        amount set off in accordance with clause 9.6 above shall pro tanto satisfy
        the
        liability concerned.

      


      9.8 Reliance

      


      The
        Buyer
        has entered into this Agreement upon the basis of and in reliance upon the
        Warranties and the Indemnities.

       

      10. LIMITATION
        OF WARRANTORS' LIABILITY

      


      10.1 Limitations
        on liability

      


      The
        liability of the Warrantors in respect of any claim under the Warranties
        shall
        be limited as provided in Schedule
        13 but
        so
        that the limitations on the liability of the Warrantors under this clause
        10.1
        and
Schedule
        13
        (other
        than the limitation in clause 6.1.1 of Schedule 13) shall not apply in relation
        to the Warranties set out in paragraphs 1.2 and 2.3(a) of Schedule
        6.

       

      11. INTENTIONALLY
        OMITTED

       

      12. PROTECTION
        OF GOODWILL AND TRADE SECRETS

      


      This
        Clause 12 confers directly enforceable rights on the Company and the Subsidiary
        by virtue of the Contracts (Rights of Third Parties) Act 1999.

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      12.1 Covenants

      


      As
        further consideration for the Buyer agreeing to purchase the Shares on the
        terms
        contained in this Agreement and with the intent of assuring to the Buyer
        the
        full benefit and value of the goodwill and connections of the Group and as
        a
        constituent part of the sale of the Shares, the Warrantors hereby severally
        undertake (binding themselves and each of their Affiliates) to the Buyer,
        the
        Company and the Subsidiary that (except as directors or employees of the
        Company
        or of the Subsidiary or with the written consent of the Buyer) neither they
        nor
        their Affiliates shall, whether on their own behalf or with or on behalf
        of any
        person, and whether directly or indirectly by any or person or business
        controlled by them or any Connected Person:

      


      
        	 	
                (a)

              	
                in
                  the period from Completion until 3 years after Completion, carry
                  on or be
                  employed, engaged, an officer of, concerned, interested or in any
                  way
                  assist within any territory in which the Company and/or the Subsidiary
                  have traded for the 12 months ending on the Completion Date in
                  any
                  business which is in any way in competition with all or part of
                  the
                  Business (including any business in the Business Sector) provided
                  that
                  nothing in this Clause
                  12.1(a)
                  shall prevent the Warrantors or any of their Subs from holding
                  for
                  investment purposes only any units of an authorised unit trust
                  and/or not
                  more than 5 per cent of any class of the issued share or loan capital
                  of
                  any company traded on a recognized investment exchange (as defined
                  in the
                  Financial Services and Markets Act
                  2000);

              


      

      


      
        	 	
                (b)

              	
                in
                  the period from Completion to until 3 years after Completion, canvass,
                  solicit or approach or cause to be canvassed, solicited or approached
                  (in
                  relation to a business which may in any way compete with all or
                  part of
                  the Business) the custom of any person who at any time during the
                  12
                  months preceding Completion shall have been a client or customer
                  of the
                  Company or the Subsidiary;

              


      

      


      
        	 	
                (c)

              	
                in
                  the period from Completion until 3 years after Completion offer
                  employment
                  to or offer to conclude any contract of services with employees
                  of the
                  Company or of any of its Subs holding executive or managerial posts
                  or
                  procure or facilitate the making of such an offer by any person,
                  firm or
                  company or entice or endeavour to entice any such employees to
                  terminate
                  their employment with the Company or any of its Subs (Provided
                  always that
                  this sub-clause shall only apply in relation to persons who were
                  so
                  employed at Completion and who were still so employed immediately
                  prior to
                  the relevant breach of this Clause
                  12.1(c));
                  

              


      

      


      
        	 	
                (d)

              	
                at
                  any time after Completion use as a trade or business name or mark
                  or carry
                  on a business involving the Business (or any part of it) under
                  a title
                  containing the word(s) “Ingram”, "Ingram Publishing, Ingram 1001" or any
                  other word(s) resembling the same subject to Louis Anthony Lockley
                  Ingram
                  retaining the right to continue to use the business or trading
                  name
                  “Ingram” provided always that the name is not used in a business that
                  competes with the Business or is in or is related to the Business
                  Sector;
                  or

              


      

      


      
        	 	
                (e)

              	
                in
                  the period from Completion until 5 years after Completion disclose
                  to any
                  person whatsoever or use to the detriment of the Company or the
                  Subsidiary
                  or otherwise make use of any Confidential Information including
                  Know-How
                  relating or belonging to the Company or the Subsidiary or in respect
                  of
                  which the Company or the Subsidiary is bound by an obligation of
                  confidence to a third party save as required by the UK Listing
                  Authority,
                  the Stock Exchange, the Panel on Takeovers and Mergers or by law
                  or by any
                  court of competent jurisdiction.

              


      

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      Each
        undertaking contained in this Clause 12.1 shall be read and construed
        independently of the other undertakings herein as an entirely separate and
        severable undertaking.

      


      12.2 Severability
        of covenants

      


      Whilst
        the undertakings in Clause
        12.1
        are
        considered by the parties to be reasonable in all the circumstances, if any
        one
        or more should for any reason be held to be invalid but would have been held
        to
        be valid if part of the wording thereof was deleted, the said undertakings
        shall
        apply with the minimum modifications necessary to make them valid and
        effective.

      


      12.3 Information
        in the public domain

      


      The
        restriction contained in Clause
        12.1(e)
        shall
        not extend to any confidential or secret information which may come into
        the
        public domain otherwise than through the default of any of the
        Warrantors.

       

      13. ADDITIONAL
        COVENANTS

      


      
        	
                13.1

              	
                Each
                  party shall promptly notify the other should the information in
                  Clause 22
                  pertaining to such party change. Each of the Warrantors shall,
                  upon demand
                  by the Buyer (a) disclose in writing such information with respect
                  to
                  himself or herself, and any party controlling or controlled by
                  such of the
                  Warrantors, as is necessary for the Buyer to comply with statutory
                  and
                  other generally accepted principles relating to (i) the Foreign
                  Corrupt
                  Practices Act (ii) anti-money laundering and anti-terrorist groups
                  (including the requirements imposed under the USA PATRIOT Act and
                  the Bank
                  Secrecy Act and by OFAC), and (iii) the requirements of any other
                  appropriate domestic or foreign authority, and (b) promptly furnish
                  any
                  other information, and execute and deliver such documents, as may
                  be
                  reasonably required to comply with, or to confirm compliance with
                  applicable laws or regulations.

              


      

      


      
        	
                13.2

              	
                Each
                  of the Warrantors understands and agrees that, by law, the Buyer
                  may be
                  obligated to request the Escrow Agent to “freeze” the Escrow Account in
                  connection with any or all of the Warrantors in compliance with
                  applicable
                  governmental regulations, including anti-money and anti-terrorist
                  laundering laws and regulations. If the Buyer requests the Escrow
                  Agent to
                  “freeze” the Escrow Account in any manner, the Escrow Agent is not obliged
                  to carry out the Buyers instructions unless it receives a written
                  legal
                  opinion from counsel to the Buyer setting out the reason for and
                  the
                  manner in which the Escrow Account must be “frozen” including satisfactory
                  supporting documentation from relevant governmental agencies or
                  a court
                  order with respect to the “freeze”. Each of the Warrantors also
                  understands that the Buyer may be required to report such action
                  and to
                  disclose any Seller’s identity and confidential information about such
                  Seller to OFAC, the U.S. government, the U.S. law enforcement agencies
                  and
                  the law enforcement agencies of other
                  governments.

              


      

      


      14. INTENTIONALLY
        OMITTED 

       

      15. ANNOUNCEMENTS 

      


      15.1 Restrictions
        on announcements

      


      No
        press
        conference, announcement or other communication concerning Confidential
        Information or the transactions referred to in this Agreement, or in connection
        with the Group or otherwise relating to the financial condition or trading
        or
        financial prospects of the Group (or any of it), shall be made or dispatched
        by
        either party or their agents, employees or advisers to any third party without
        the prior written consent of the other parties save as may be required by
        any:

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

         

      

      
        	
              	
                (a)

              	
                law;

              


      

      


      
        	 	
                (b)

              	
                existing
                  contractual arrangements (including for this purpose any non-legally
                  binding agreement with a Trade Union);
                  or

              


      

      


      
        	
              	(c)	
                the
                  UK Listing Authority, the Stock Exchange or the Panel on Takeovers
                  and
                  Mergers; or

              


      

      


      
        	 	
                (d)

              	
                any
                  applicable regulatory authority to which the Warrantors are subject
                  where
                  such requirement has the force of
                  law,

              


      

       

        provided
        that the Warrantors shall make reasonable efforts to consult with the Buyer
        or
        the Buyer’s Parent if reasonably practicable and lawful to do so.

      


      15.2 Time
        limit

      


      The
        restrictions contained in this clause shall continue to apply after Completion
        without limit in time.

      


      15.3 Legal
        and
        regulatory requirements

      


      The
        Buyer
        and each of the Warrantors undertakes to provide all such information known
        to
        it or him or which on reasonable enquiry ought to be known to it or him or
        as
        may reasonably be required by the Warrantors or the Buyer in relation to
        the
        Group or any member of it for the purpose of complying with the requirements
        of
        law or of the UK Listing Authority, the Stock Exchange or the Panel on Takeovers
        and Mergers or of any applicable regulatory authority to which any of the
        parties is subject where such requirement has the force of law.

      


      
        
          15.4
            Notwithstanding
            the foregoing, the parties’ advisors shall not be prohibited making tombstone
            announcements relating to Completion.

        

      

       

      
        	
                16.

              	
                IMPLIED
                  COVENANTS FOR TITLE AND FURTHER ASSURANCE
                  

              


      

      


      
        	
                16.1

              	
                Implied
                  covenants for title

              


      

      


      The
        Law
        of Property (Miscellaneous Provisions) Act 1994 applies to all dispositions
        of
        property made under or pursuant to this agreement save that the word reasonably
        shall be deleted from the covenant set out in section 2(1)(b) of that Act,
        and
        the covenant set out in section 3(1) of that act shall not be qualified by
        the
        words other than any charges, encumbrances or rights which that person does
        not
        and could not reasonably be expected to know about.

      


      
        	
                16.2

              	
                Further
                  assurance

              


      

      


      In
        addition to clause
        16.1,
        the
        Seller and the Indirect Shareholders shall, from time to time on being
        reasonably required to do so by the Buyer, now or at any time in the future,
        do
        or use his reasonable endeavours to procure the doing of all such acts and/or
        execute or procure the execution of all such documents as the Buyer may
        reasonably consider necessary to vest in the Buyer the full legal and beneficial
        interest in the Shares and to effect the transfer of the legal and beneficial
        ownership in the domain name ingramstock.com from John Bohill to the Company
        at
        the cost and expense of the Buyer.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      17. ASSIGNMENT

      


      17.1 Limited
        assignment

      


      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.

      


      17.2 Successors
        in title

      


      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.

       

      18. ENTIRE
        AGREEMENT: REMEDIES 

      


      18.1 Entire
        agreement

      


      This
        Agreement, together with the Transaction Documents, constitutes the whole
        agreement between the parties relating to its subject matter and supersedes,
        excludes and extinguishes any prior drafts, agreements, undertakings,
        representations, warranties, assurances, statements and arrangements of any
        nature, whether in writing or oral, relating to such subject
        matter.

      


      Each
        of
        the parties acknowledges that it has not been induced to enter into this
        Agreement by any representations, warranty, promise, assurance or statement
        by
        any of the other parties or any other person save for any term expressly
        stated
        in this Agreement.

      


      No
        party
        (“first party”) shall have any remedy in respect of any untrue statement made by
        any other party upon which the first party relied in entering into this
        Agreement (unless such untrue statement was made fraudulently or was as to
        a
        fundamental matter, including as to a party’s liability to perform this
        Agreement) and that party’s only remedies shall be for breach of contract as
        provided in this Agreement and not rescission. 

      


      The
        parties acknowledge and agree that the express terms of the Agreement are
        in
        lieu of all representations, warranties, conditions, terms, undertakings
        and
        obligations implied by statute, common law or otherwise all of which are
        excluded to the fullest extent permitted by law.

      


      18.2 Remedies

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      The
        rights under this Agreement of the Buyer and of any person who has rights
        under
        this Agreement by virtue of the Third Party Rights Act are independent,
        cumulative and without prejudice to all other rights available to it whether
        as
        a matter of common law, statute, custom or otherwise.

      


      18.3 Non-exclusion
        of fraud

      


      Nothing
        in this Agreement, the Tax Deed or in any other document referred to herein
        shall be read or construed as excluding any liability or remedy as a result
        of
        fraud or the making of an untrue statement in relation to a fundamental
        matter.

      


      


      19. WAIVER,
        VARIATION AND RELEASE

      


      19.1 No
        waiver
        by omission, delay or partial exercise

      


      No
        omission to exercise or delay in exercising on the part of any party to this
        Agreement any right, power or remedy provided by law or under this Agreement
        shall constitute a waiver of such right, power or remedy or any other right,
        power or remedy or impair such right, power or remedy. No single or partial
        exercise of any such right, power or remedy shall preclude or impair any
        other
        or further exercise thereof or the exercise of any other right, power or
        remedy
        provided by law or under this Agreement.

      


      19.2 Specific
        waivers to be in writing

      


      Any
        waiver of any right, power or remedy under this Agreement must be in writing
        and
        may be given subject to any conditions thought fit by the grantor. Unless
        otherwise expressly stated, any waiver shall be effective only in the instance
        and only for the purpose for which it is given.

      


      19.3 Variations
        to be in writing

      


      No
        variation to this Agreement shall be of any effect unless it is agreed in
        writing and signed by or on behalf of each party.

      


      19.4 Non-release
        of all /Warrantors

      


      Any
        liability of the Warrantors to any person under this Agreement or under the
        Tax
        Deed may in whole or in part be released, compounded or compromised or time
        or
        indulgence given by that person in its absolute discretion as regards any
        of the
        Warrantors under such liability without in any way prejudicing or affecting
        its
        rights against any other or others of the Warrantors under the same or like
        liability, whether joint or several or otherwise, or any other person’s rights
        against any of them in any respect.

       

      20. COSTS
        AND EXPENSES 

      


      20.1 Payment
        of costs

      


      Save
        as
        otherwise stated in this Agreement, each party shall pay its own costs and
        expenses in relation to the negotiation, preparation, execution and carrying
        into effect of this Agreement and other agreements forming part of the
        transaction.

      


      20.2 Company
        and Subsidiary to pay no costs

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      For
        the
        avoidance of doubt, neither the Company nor the Subsidiary shall pay any
        legal
        or other professional charges and expenses in connection with any investigation
        of the affairs of the Group or the negotiation, preparation, execution and
        carrying into effect of this Agreement.

       

      21. PAYMENTS 

      


      Save
        as
        envisaged in Clause 9.6, all payments to be made under this Agreement or
        the Tax
        Deed shall be made in full without any set-off or counterclaim and free from
        any
        deduction or withholding save as may be required by law, in which event such
        deduction or withholding shall not exceed the minimum amount which it is
        required by law to deduct or withhold.

       

      22. NOTICES

      
 

      22.1 Form
        of
        notices

      


      Any
        communication to be given in connection with the matters contemplated by
        this
        Agreement shall, except where expressly provided otherwise, be in writing
        and
        shall either be delivered by hand or sent by first class pre-paid post or
        facsimile transmission. Delivery by courier shall be regarded as delivery
        by
        hand.

      


      22.2 Address
        and facsimile

      


      Such
        communication shall be sent to the address of the relevant party referred
        to in
        this Agreement or the facsimile number set out below or to such other address
        or
        facsimile number as may previously have been communicated to the other parties
        in accordance with this clause. Each communication shall be marked for the
        attention of the relevant person.

      


      


      Warrantors:
        - no facsimile number.

      Buyer
        -
        facsimile number [ ]. For the attention of the President.

      Buyer’s
        Parent - facsimile number 00 1 904 565 1620. For the attention of the
        President.

      


      22.3 Deemed
        time of service

      


      A
        communication shall be deemed to have been served:

      


      
        	
              	(a)	
                if
                  delivered by hand at the address referred to in Clause
                  22.2,
                  at the time of delivery;

              


      

      


      
        	 	
                (b)

              	
                if
                  sent by first class pre-paid post to the address referred to in
                  Clause
                  22.2,
                  at the expiration of two clear days after the time of posting;
                  and

              


      

      


      
        	 	
                (c)

              	
                if
                  sent by facsimile to the number referred to in Clause
                  22.2,
                  at the time of completion of transmission by the
                  sender.

              


      

      


      If
        a
        communication would otherwise be deemed to have been delivered outside normal
        business hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) in the time
        zone
        of the territory of the recipient under the preceding provisions of this
        sub-clause, it shall be deemed to have been delivered at the next opening
        of
        business in the territory of the recipient.

      


      22.4 Proof
        of
        service

      


      In
        proving service of the communication, it shall be sufficient to show that
        delivery by hand was made or that the envelope containing the communication
        was
        properly addressed and posted as a first class pre-paid letter or that the
        facsimile was dispatched and a confirmatory transmission report
        received.

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      22.5 Change
        of
        details

      


      A
        party
        may notify the other parties to this Agreement of a change to its name, relevant
        person, address or facsimile number for the purposes of Clause
        22.1
        PROVIDED
        THAT such notification shall only be effective on:

      


      
        	 	
                (a)

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

              


      

      


      
        	 	
                (b)

              	
                if
                  no date is specified or the date specified is less than five clear
                  Business Days after the date on which notice is deemed to have
                  been
                  served, the date falling five (5) clear Business Days after notice
                  of any
                  such change is deemed to have been
                  given.

              


      

      


      22.6 Notice
        to
        Warrantors

      


      Notice
        given to the Warrantors shall be sufficiently given if served on each of
        the
        Warrantors in accordance with this Clause 22.

      


      22.7 Notice
        to
        third parties

      


      Notice
        given to the Company, or the Subsidiary or any other third party referred
        to in
Clause
        9.4
        or
Clause
        11
        shall be
        sufficiently given if served on the Buyer in accordance with this Clause
        22
        provided
        that the third party is reasonably identified in the notice.

       

      23. DEFAULT
        INTEREST 

      


      23.1 Interest
        on late payment

      


      If
        a
        party which is required to pay any sum under this Agreement fails to pay
        any sum
        payable by it under this Agreement on the due date for payment (“defaulting
        party”), it shall pay interest on such sum for the period from and including the
        due date up to the date of actual payment (after as well as before judgment)
        in
        accordance with this clause.

      


      23.2 Amount

      


      The
        defaulting party shall pay interest at the annual rate which is the aggregate
        of
        4% per annum above the base rate from time to time of Barclays Bank
        plc.

      


      23.3 Basis
        of
        payment

      


      Interest
        under this Clause
        23
        shall
        accrue daily on the basis of the actual number of days elapsed and a 365-day
        year and shall be paid by the defaulting party on demand quarterly.

       

      24. COUNTERPARTS 

      


      24.1 Execution
        in counterparts

      


      This
        Agreement may be executed in any number of counterparts and by the parties
        on
        different counterparts, but shall not be effective until each party has executed
        at least one counterpart.

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      24.2 One
        agreement

      


      Each
        counterpart shall constitute an original of this Agreement but all the
        counterparts shall together constitute one and the same Agreement.

       

      25. LANGUAGE 

      


      25.1 English
        language to prevail

      


      This
        Agreement is drawn up in the English language. If this Agreement is translated
        into any language other than English, the English language text shall
        prevail.

      


      25.2 All
        notices in English

      


      Each
        notice, instrument, certificate or other communication to be given under
        or in
        connection with this Agreement shall be in the English language (being the
        language of negotiation of this Agreement) and in the event that such notice,
        instrument, certificate or other communication or this Agreement is translated
        into any other language, the English language text shall prevail.

       

      26. INVALIDITY 

      


      Each
        of
        the provisions of this Agreement is severable. If any such provision is or
        becomes illegal, invalid or unenforceable in any respect under the law of
        any
        jurisdiction, the legality, validity or enforceability in that jurisdiction
        of
        the remaining provisions of this Agreement shall not in any way be affected
        or
        impaired thereby.

       

      27. AGREEMENT
        TO CONTINUE IN FULL FORCE AND EFFECT 

      


      This
        Agreement, together with the Transaction Documents shall, to the extent that
        it
        remains to be performed, continue in full force and effect notwithstanding
        Completion.

       

      28. CONFIDENTIALITY

      


      28.1 Prohibition
        on disclosure

      


      The
        Seller and the Indirect Shareholders hereby undertake with the Buyer, the
        Company and the Subsidiary that they shall preserve the confidentiality of,
        and
        not directly or indirectly reveal, report, publish, disclose or transfer
        or use
        for their own or any other purposes Confidential Information
        except:

      


      (a) in
        the
        circumstances set out in Clause
        28.2
        below;

      


      (b) to
        the
        extent otherwise expressly permitted by this Agreement; or

      


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

        

      

      


      28.2 Permitted
        disclosures

      


      The
        circumstances referred to in Clause
        28.1(a)
        above
        are:

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (a)

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

              


      

      


      
        	 	
                (b)

              	
                where
                  the Confidential Information, after it is furnished to the Seller
                  and the
                  Indirect Shareholders, enters the public domain otherwise than
                  as a result
                  of (i) a breach by the Seller and the Indirect Shareholders (or
                  any of
                  them) of any of their obligations in this Clause
                  28
                  or
                  (ii) a breach by the person who disclosed that Confidential Information
                  of
                  a confidentiality obligation and the Seller and the Indirect Shareholders
                  (or any of them) are aware of such
                  breach;

              


      

      


      
        	 	
                (c)

              	
                if
                  and to the extent the Seller and the Indirect Shareholders (or
                  any of
                  them), make disclosure of the Confidential Information to any
                  person:

              


      

      


      
        
          	            	(i)	
                  in
                    compliance with any requirement of
                    law;

                


        

      

      


      
        	 	
                (ii)

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

              


      

      


      
        	 	
                (iii)

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

              


      

      


      
        	 	
                (iv)

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

              


      

       

      29. THIRD
        PARTY RIGHTS 

      


      
        	
                29.1

              	
                Nothing
                  in this Agreement is intended to confer on any person any right
                  to enforce
                  any term of this Agreement which that person would not have had
                  but for
                  the Third Party Rights Act except as specifically provided otherwise
                  in
                  this Agreement.

              


      

      


      
        	
                29.2

              	
                No
                  right of any party to agree any amendment, variation, waiver or
                  settlement
                  under or arising from or in respect of this Agreement, shall be
                  subject to
                  the consent of any person who has rights under this Agreement by
                  virtue of
                  the Third Party Rights Act.

              


      

       

      30. GOVERNING
        LAW AND JURISDICTION 

      


      30.1 English
        law

      


      This
        Agreement shall be governed by and construed in accordance with English
        law.

      


      30.2 Courts
        of
        England and Wales

      


      The
        parties to this Agreement irrevocably agree that, the courts of England shall
        have exclusive jurisdiction to settle any dispute which may arise out of
        or in
        connection with this Agreement and agree to submit to the jurisdiction of
        such
        courts.

      


      This
        Agreement has been entered into on the date stated at the beginning of this
        Agreement.

      


      
        
          
          

        

        
          25

          
            

          

        

        SCHEDULE
          1

      

      


      THE
        SELLER

      


      


      
        	
                (1)

              	
                (2)

              	
                (3)

              
	
                Name
                  and Address 

              	
                Number
                  of shares held

              	
                Entitlement
                  to consideration

                 

              
	
                LOUIS
                  ANTHONY LOCKLEY INGRAM

                Wigmore
                  Hall

                Wigmore

                Ludlow

                Herefordshire
                  HR6 9UL

              	
                20,000
                  ordinary shares

              	 


      

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        2

      


      INTENTIONALLY
        OMITTED

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      SCHEDULE 3

      


      DIRECTORS
        OF THE COMPANY AND THE SUBSIDIARY

      


      


      
        	
                Name
                  of Director

              	
                Directorships
                  held

              
	 	 
	
                Cathal
                  John Sheehy

              	
                Ingram
                  Publishing Limited

                Ingram
                  1001 Limited

                LCJ
                  Acquisitions Limited

              
	 	 
	
                Louis
                  Anthony Lockley Ingram

              	
                Ingram
                  UK Limited

                Ingram
                  Publishing Limited

                Ingram
                  1001 Limited

                LCJ
                  Acquisitions Limited

              
	 	 
	
                John
                  Bohill

              	
                Ingram
                  Publishing Limited

                Ingram
                  1001 Limited

                LCJ
                  Acquisitions Limited

              


      

      


      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        4

       

      PART
        1

      PROPERTIES

      


      


      
        	
                 

                (1)

              	
                 

                (2)

              	
                 

                (3)

              	
                 

                (4)

              	
                 

                (5)

              
	
                 

                Description
                  of Property

              	
                 

                Tenure

              	
                 

                Registered
                  or unregistered

              	
                 

                Title
                  number and grade of title (if registered)

              	
                 

                Existing
                  use

              
	
                 

                NONE

              	 	 	 	 


      

      


      


      PART
        2

      LEASES

      


      


      
        	
                 

                (1)

              	
                 

                (2)

              	
                 

                (3)

              	
                 

                (4)

              	
                 

                (5)

              
	
                Property

              	
                Date

              	
                Term

              	
                Parties

              	
                Current
                  Yearly Rent

              
	
                Part
                  of Ingram House

                High
                  Street

                Tattenhall
                  

                Chester

              	
                9
                  March 2004

              	
                5
                  years from 9th
                  March 2004

              	
                Ingram
                  UK Limited

                Ingram
                  Publishing Limited 

              	
                £24,000
                  plus VAT

              


      

      


      


      PART
        3

      INFERIOR
        LEASES

      


      


      
        	
                 

                (1)

              	
                 

                (2)

              	
                 

                (3)

              	
                 

                (4)

              	
                 

                (5)

              
	
                 

                Property

              	
                 

                Date

              	
                 

                Term

              	
                 

                Parties

              	
                 

                Current
                  yearly rent

              
	
                 

                NONE

              	 	 	 	 


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      


      SCHEDULE
        5

       

      PART
        1

      THE
        COMPANY

      


      


      
        	
              	
              	
                Share
                  capital

              	
              	
              
	
                Name
                  and number of company

              	
                Date
                  of incorporation

              	
                Authorised

              	
                Issued

              	
                Held
                  by

              	
                Beneficially
                  owned by

              
	
                 

                LCJ
                  Acquisitions Limited

                5052066
                  

              	
                 

                    23
                  February 2004

              	
                 

                £5,000

              	
                 

                300,000
                  £0.01 preference shares

              	
                 

                Clonure
                  Limited

              	
                 

                Clonure
                  Limited

                 

              
	 	 	 	
                71,000
                  £0.01 ordinary shares

              	
                Clonure
                  Limited

              	
                Clonure
                  Limited

                 

              
	 	 	 	
                20,000
                  £0.01

                ordinary
                  shares

              	
                Louis
                  Anthony Lockley Ingram

              	
                10,000
                  are held on trust for Ruth Helen Ingram

                 

              
	 	 	 	
                4,500
                  £0.01 ordinary shares

              	
                Andrew
                  Eric Lawson-Smith

              	
                Andrew
                  Eric Lawson-Smith

                 

              
	 	 	 	
                4,500
                  £0.01 ordinary shares

              	
                David
                  Jeffrey

              	
                Sumi
                  Jeffrey

                 

              


      

      


      


      PART
        2

      THE
        SUBSIDIARY

      


      


      
        	
                Ingram
                  Publishing Ltd

                2239472

                 

                 

                 

                 

              	
                5th
                  April 1988

                 

              	
                £1,000

              	
                499
                  £1.00 ordinary shares

                 

              	
                Ingram
                  1001 Limited

              	
                Ingram
                  1001 Limited

              
	
                Ingram
                  1001 Limited

                4397004

              	
                18th
                  March 2002

              	
                £1,000

              	
                1000
                  £1.00 ordinary shares

              	
                Company
                  

              	
                Company
                  

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        6

      


      THE
        WARRANTIES

       

      (Note
        that under Clause 1.11 references herein to the Company shall be deemed to
        include a corresponding reference to the Subsidiary and each of them severally
        and references to the Accounts are to those of the Company or the Subsidiary,
        as
        the case may be.)

      


      PART
        1

      


      GENERAL
        WARRANTIES

      


      
        	
                1.

              	
                PRELIMINARY

              


      

      


      
        	
                1.1.

              	
                Information

              


      

      


      The
        facts
        set out in the recitals and Schedules 1, 3 and 5 are true, complete and accurate
        and not misleading.

      


      
        	
                1.2.

              	
                Power
                  to contract

              


      

      


      The
        Seller and the Indirect Shareholders have full power to enter into and perform
        this Agreement and the Transaction Documents to which they are a party and
        those
        documents when entered into will constitute binding obligations on those
        Warrantors or Covenantors who are party to them in accordance with their
        terms.

      


      
        	
                2.

              	
                THE
                  COMPANY

              


      

      


      
        	
                2.1.

              	
                Memorandum
                  and articles of association

              


      

      


      The
        copy
        of the memorandum and articles of association of the Company which is comprised
        in the Disclosure Documents is true and complete in all respects and has
        embodied in it or annexed to it a copy of every such resolution and agreement
        as
        is referred to in section 380(4), CA 85 and the Company has at all times
        carried
        on its business and affairs in all respects in accordance with its memorandum
        and articles of association and all such resolutions and
        agreements.

      


      
        	
                2.2.

              	
                Statutory
                  returns

              


      

      


      The
        Company has complied with the provisions of the Companies Acts and all returns,
        particulars, resolutions and other documents required to be filed with or
        delivered to the Registrar of Companies pursuant to The Companies Acts by
        the
        Company have been correctly and properly prepared and so filed or
        delivered.

      


      
        	
                2.3.

              	
                Share
                  capital

              


      

      


      
        	 	
                (a)

              	
                The
                  Shares constitute the whole of the issued share capital of the
                  Company.
                  There is no Encumbrance or any form of agreement (including conversion
                  rights and rights of pre-emption) on, over or affecting the Shares
                  or any
                  unissued shares, debentures or other securities of the Company
                  and there
                  is no agreement or commitment to give or create any of the foregoing.
                  No
                  claim has been made by any person to be entitled to any of the
                  foregoing
                  and no person has the right (exercisable now or in the future and
                  whether
                  contingent or not) to call for the issue of any share or loan capital
                  of
                  the Company under any of the foregoing. The Seller is entitled
                  to sell and
                  transfer the Seller’s Shares to the Buyer with full title guarantee as
                  such term is expressed to have effect pursuant to clause 16 and
                  otherwise
                  on the terms set out in this Agreement. The Minority Sellers are
                  entitled
                  to transfer the Minority Seller’s Shares to the Buyer with full title
                  guarantee as such term is expressed to have effect pursuant to
                  clause 16
                  and otherwise on the terms set out in the Minority Sellers’ Sale
                  Agreements.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (b)

              	
                The
                  Company has not at any time:

              


      

      


      
        	 	
                (i)

              	
                repaid,
                  redeemed or purchased (or agreed to repay, redeem or purchase)
                  any of its
                  own shares, or otherwise reduced (or agreed to reduce) its issued
                  share
                  capital or any class of it or capitalized (or agreed to capitalize)
                  in the
                  form of shares, debentures or other securities or in paying up
                  any amounts
                  unpaid on any shares, debentures or other securities, any profits
                  or
                  reserves of any class or description or passed (or agreed to pass)
                  any
                  resolution to do so; or

              


      

      


      
        	 	
                (ii)

              	
                directly
                  or indirectly provided any financial assistance for the purpose
                  of the
                  acquisition of shares in the Company or any holding company of
                  the Company
                  or for the purpose of reducing or discharging any liability incurred
                  in
                  such an acquisition, whether pursuant to sections 155 and 156,
                  CA 85 or
                  otherwise.

              


      

      


      
        	
                2.4.

              	
                Solvency

              


      

      


      The
        Company has not stopped payment and is not insolvent nor unable to pay its
        debts
        according to section 123, Insolvency Act 1986. No order has ever been made
        or
        petition presented or resolution passed for the winding up of the Company
        and no
        distress, execution or other process has ever been levied on any of its assets.
        No administrative or other receiver has been appointed by any person over
        the
        business or assets of the Company or any part thereof, nor has any order
        been
        made or petition presented for the appointment of an administrator in respect
        of
        the Company.

      


      
        	
                3.

              	
                CONNECTED
                  BUSINESS

              


      

      


      
        	
                3.1.

              	
                Subsidiary

              


      

      


      The
        particulars of the Subsidiary and Associated Companies set out in Schedule
        5
        are true
        and complete and all of the issued shares in the Subsidiary are held by the
        Company free from all Encumbrances and with all rights now or hereafter
        attaching thereto.

      


      
        	
                3.2.

              	
                Connected
                  transactions

              


      

      


      The
        Company:

      


      
        	 	
                (a)

              	
                is
                  not and has not agreed to become the holder or other owner of any
                  class of
                  any shares, debentures or other securities of any other body corporate
                  (whether incorporated in the United Kingdom or elsewhere) other
                  than the
                  Subsidiary and the Associated
                  Companies;

              


      

      


      
        	 	
                (b)

              	
                has
                  not agreed to become a Sub of any other body corporate or under
                  the
                  control of any group of bodies corporate or
                  consortium;

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (c)

              	
                is
                  not and has not agreed to become a member of any partnership, joint
                  venture, consortium or other unincorporated association other than
                  a
                  recognised trade association or agreement or arrangement for sharing
                  commissions or other income;

              


      

      


      
        	 	
                (d)

              	
                has
                  no branch, place of business or substantial assets outside England
                  and
                  Wales or any permanent establishment (as that expression is defined
                  in any
                  relevant Order in Council made pursuant to section 788, TA 88)
                  in any
                  country outside the United Kingdom;
                  and

              


      

      


      
        	 	
                (e)

              	
                save
                  as otherwise Disclosed pursuant to paragraphs 3.2(a) to 3.2(d),
                  does not
                  have any interest, legal or beneficial, in any shares or other
                  capital or
                  securities or otherwise howsoever in any other firm, company, association,
                  venture or legal person or entity.

              


      

      


      
        	
                4.

              	
                ACCOUNTS

              


      

      


      
        	
                4.1.

              	
                General

              


      

      


      The
        Accounts:

      


      
        	 	
                (a)

              	
                were
                  prepared in accordance with the requirements of all relevant statutes,
                  with accounting principles and practices generally accepted at
                  the date
                  thereof in the United Kingdom (including the Accounting Standards)
                  and on
                  a basis consistent with preceding accounting periods of the
                  Company;

              


      

      


      
        	 	
                (b)

              	
                disclose
                  a true and fair view of the assets, liabilities and state of affairs
                  of
                  the Company at the Balance Sheet Date and of its profits and losses
                  for
                  the financial year ended on such
                  date;

              


      

      


      
        	 	
                (c)

              	
                contain
                  proper and adequate reserves or provision for all Taxation, including
                  deferred taxation as defined in SSAP 15 (sufficient provision being
                  made
                  in a deferred taxation account for any corporation tax on chargeable
                  gains
                  and balancing charges that would arise on the sale of all fixed
                  assets at
                  the values attributed to them in the
                  Accounts);

              


      

      


      
        	
                4.2.

              	
                Stock-in-trade
                  and work-in-progress

              


      

      


      The
        basis
        of valuation for stock-in-trade and work-in-progress has remained in all
        material respects consistent with that adopted for the purpose of the Company’s
        audited accounts in respect of the beginning and end of each of the accounting
        periods of the Company since its incorporation.

      


      
        	
                4.3.

              	
                Profits

              


      

      


      The
        profits of the Company for the two years ended on the Balance Sheet Date
        as
        shown by the Accounts and by the audited accounts of the Company for previous
        periods delivered to the Buyer and the trend of profits shown by them have
        not
        (except as fairly and accurately disclosed in them and as required by changes
        to
        statutes, accounting principles, practices and standards in the United Kingdom)
        been affected to a material extent by inconsistencies of accounting practices,
        by the inclusion of exceptional or non-recurring items of income or expenditure,
        by transactions entered into otherwise than on normal commercial terms or
        by any
        other factors rendering such profits for all or any of such periods
        exceptionally high or low.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                4.4.

              	
                Books
                  of account

              


      

      


      All
        accounts, books, ledgers, financial and other necessary records of whatsoever
        kind of the Company (including all invoices and other records required for
        VAT
        purposes):

      


      
        	 	
                (a)

              	
                have
                  been properly maintained, are in the possession of the Company
                  and contain
                  reasonably accurate records of all matters including those required
                  to be
                  entered in them by the Companies Acts and no notice or allegation
                  that any
                  of the same is incorrect or should be rectified has been
                  received;

              


      

      


      
        	 	
                (b)

              	
                do
                  not contain or reflect any material inaccuracies or discrepancies;
                  and

              


      

      


      
        	 	
                (c)

              	
                contain
                  reasonably accurate information in accordance with generally accepted
                  accounting principles relating to all transactions to which the
                  Company
                  has been a party. 

              


      

      
         

        
          	
                  5.

                	
                  POST
                    BALANCE SHEET DATE
                    EVENTS

                


        

      

      


      
        	
                5.1.

              	
                Since
                  the Balance Sheet Date, the
                  Company:

              


      

      


      
        	 	
                (a)

              	
                has
                  carried on its business in the ordinary and usual course and without
                  entering into any transaction, assuming any liability or making
                  any
                  payment not provided for in the Accounts which is not in the ordinary
                  course of business and without any interruption or alteration in
                  the
                  nature, scope or manner of its
                  business;

              


      

      


      
        	 	
                (b)

              	
                has
                  not experienced any material deterioration in its financial position
                  or
                  prospects or turnover or suffered any diminution of its assets
                  by the
                  wrongful act of any person and the value of its net assets is not
                  materially less than the value of its net assets at the Balance
                  Sheet Date
                  and the Company has not had its business, profitability or prospects
                  materially and adversely affected by the loss of any important
                  customer or
                  source of supply or by any abnormal factor not affecting similar
                  businesses to a like extent;

              


      

      


      
        	 	
                (c)

              	
                has
                  not acquired or disposed of or agreed to acquire or dispose of
                  any assets
                  or assumed or incurred or agreed to assume or incur any material
                  liabilities (actual or contingent) otherwise than in the ordinary
                  course
                  of business;

              


      

      


      
        	 	
                (d)

              	
                has
                  not declared, made or paid any dividend, bonus or other distribution
                  of
                  capital or income (whether a qualifying distribution or otherwise)
                  and
                  (excluding fluctuations in overdrawn current accounts with bankers)
                  no
                  loan or loan capital of the Company has been repaid in whole or
                  in part or
                  has become due or is liable to be declared due by reason of either
                  service
                  of a notice or lapse of time or otherwise
                  howsoever;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (e)

              	
                has
                  not carried out or entered into any transaction and no other event
                  has
                  occurred in consequence of which (whether alone or together with
                  any one
                  or more transactions or events occurring before, on or after the
                  date of
                  this Agreement) any liability of the Company to Taxation has arisen
                  or
                  will arise (or would have arisen or would or might arise but for
                  the
                  availability of any relief, allowance, deduction or credit) other
                  than
                  corporation tax on the actual income (not chargeable gains or deemed
                  income) of the Company arising from transactions entered into in
                  the
                  ordinary course of business, income tax under the PAYE system and
                  national
                  insurance and social security contributions in respect of persons
                  employed
                  by it since the Balance Sheet Date and VAT in respect of taxable
                  supplies
                  made by it in the ordinary course of business since the Balance
                  Sheet
                  Date;

              


      

      


      
        	 	
                (f)

              	
                has
                  not made any change to the remuneration, terms of employment, emoluments
                  or pension benefits of any present or former director, officer
                  or employee
                  of the Company who on the Balance Sheet Date was entitled to remuneration
                  in excess of £50,000 per annum and has not appointed or employed any
                  additional director, officer or employee entitled as
                  aforesaid;

              


      

      


      
        	 	
                (g)

              	
                has
                  not released any debts in whole or in part and has not written
                  off debts
                  in an amount exceeding £5,000 in the
                  aggregate;

              


      

      


      
        	 	
                (h)

              	
                has
                  not entered into contracts involving capital expenditure in an
                  amount
                  exceeding £5,000 in the aggregate;

              


      

      


      
        	 	
                (i)

              	
                has
                  not become aware that any event has occurred which would entitle
                  any third
                  party to terminate any contract or any benefit enjoyed by it or
                  call in
                  any money before the normal due date
                  therefor;

              


      

      


      
        	 	
                (j)

              	
                has
                  not purchased stocks in quantities or at prices materially greater
                  than
                  was the practice of the Company prior to the Balance Sheet
                  Date;

              


      

      


      
        	 	
                (k)

              	
                does
                  not have any debts outstanding which are overdue for payment by
                  more than
                  four weeks; 

              


      

      


      
        	 	
                (l)

              	
                has
                  not borrowed or raised any money or taken any financial facility
                  (except
                  such short term borrowings from bankers as are within the amount
                  of any
                  overdraft facility which was available to the Company at the Balance
                  Sheet
                  Date) or since the Balance Sheet Date renegotiated or received
                  any notice
                  from any banker that such banker wishes to renegotiate any overdraft
                  facility available to the Company at the Balance Sheet
                  Date;

              


      

      


      
        	 	
                (m)

              	
                has
                  not made any change to its accounting reference date and no accounting
                  period of the Company has ended since the Balance Sheet
                  Date;

              


      

      


      
        	 	
                (n)

              	
                has
                  not made a payment or incurred an obligation to make a payment
                  which will
                  not be deductible in computing trading profits for the purposes
                  of
                  corporation tax or as a management expense of the Company;
                  

              


      

      


      
        	 	
                (o)

              	
                (including
                  any class of its members) has not passed any resolution whether
                  in general
                  meeting or otherwise; and

              


      

      


      
        	 	
                (p)

              	
                has
                  paid its creditors within the times agreed with such
                  creditors.

              


      

      
         

        
          	
                  6.

                	
                  TRANSACTIONS
                    WITH THE WARRANTORS, DIRECTORS AND CONNECTED
                    PERSONS

                


        

      

      


      
        	
                6.1.

              	
                Loans
                  and debts

              


      

      


      There
        is
        not outstanding:

      


      
        	 	
                (a)

              	
                any
                  indebtedness or other liability (actual or contingent) owing by
                  the
                  Company to any Seller or any Affiliate of the Seller or Director
                  or any
                  Connected Person or owing to the Company by any Seller or any Affiliate
                  of
                  the Seller or Director or any Connected Person;
                  or

              


      

      


      
        	 	
                (b)

              	
                any
                  guarantee or security for any such indebtedness or liability as
                  aforesaid.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                6.2.

              	
                Arrangements
                  with Connected Persons

              


      

      


      
        	 	
                (a)

              	
                There
                  is not outstanding, and there has not at any time during the last
                  six
                  years been outstanding, any agreement, arrangement or understanding
                  (whether legally enforceable or not) to which the Company is a
                  party and
                  in which any Seller, Affiliate of any Seller, Director or former
                  director
                  of the Company or any Connected Person is or has been interested,
                  whether
                  directly or indirectly.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company is not a party to nor have its profits or assets during
                  the last
                  six years been affected by any agreement or arrangement which is
                  not
                  entirely of an arm’s length nature.

              


      

      


      
        	
                6.3.

              	
                Competitive
                  interests

              


      

      


      
        	 	
                (a)

              	
                No
                  Seller, Affiliate of any Seller, Director, former director of the
                  Company
                  nor any Connected Person, either individually, collectively or
                  with any
                  other person or persons, has any estate, right or interest, directly
                  or
                  indirectly, in any business other than that now carried on by the
                  Company
                  which is or is likely to be or become competitive with any aspect
                  of the
                  Business of the Company (including any entity in the Business Sector)
                  save
                  as registered holder or other owner of any class of securities
                  of any
                  company if such class of securities is listed on any recognized
                  investment
                  exchange (as defined in the Financial Services and Markets Act
                  2000) and
                  if such person (together with Connected Persons and Affiliates)
                  holds or
                  is otherwise interested in less than five per cent of such class
                  of
                  securities.

              


      

      


      
        	 	
                (b)

              	
                The
                  Seller and the Indirect Shareholders either individually, collectively
                  or
                  with any other person or persons are not interested in any way
                  whatsoever
                  in any Intellectual Property used and not wholly owned by the Company
                  .

              


      

      


      
        	
                6.4.

              	
                Benefits

              


      

      


      No
        Connected Person or Affiliate of any Seller, Director or former director
        of the
        Company is entitled to or has claimed entitlement to any remuneration,
        compensation or other benefit from the Company, except in the ordinary course
        of
        business.

      


      
        	
                7.

              	
                FINANCE

              


      

      


      
        	
                7.1.

              	
                Borrowings

              


      

      


      Particulars
        of all money borrowed by the Company since 9 March 2004 have been Disclosed.
        The
        total amount borrowed by the Company from any source does not exceed any
        limitation on its borrowing contained in the articles of association of the
        Company or in any debenture or loan stock trust deed or instrument or any
        other
        document executed by the Company and the amount borrowed by the Company from
        each of its bankers does not exceed the overdraft facility agreed with such
        banker. The Company has no outstanding loan capital.

      


      
        	
                7.2.

              	
                Debts
                  owed to the Company

              


      

      


      The
        Warrantors are not aware of any debts owing to the Company (but which are
        not
        yet due) which are irrecoverable in whole or in part. The Company does not
        own
        the benefit of any debt (whether present or future) other than debts which
        have
        accrued to it in the ordinary course of business.

      


      
        	
                7.3.

              	
                Bank
                  Accounts

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (a)

              	
                Particulars
                  of the balances on all the Company’s bank accounts as at a date not more
                  than two days before the date of this Agreement have been Disclosed
                  and
                  the Company has no other bank accounts. Since the date of such
                  particulars
                  there have been no payments out of any such bank accounts except
                  for
                  unpresented cheques and ongoing direct
                  debits.

              


      

      


      
        	 	
                (b)

              	
                All
                  unpresented cheques drawn by the Company and ongoing direct debits
                  have
                  been Disclosed and there are no such unpresented cheques drawn
                  or ongoing
                  direct debits otherwise than in the normal course of
                  business.

              


      

      


      
        	
                7.4.

              	
                Financial
                  facilities

              


      

      


      The
        Seller and Warrantors have Disclosed full details and true and correct copies
        of
        all documents relating to all debentures, acceptance lines, overdrafts, loans
        or
        other financial facilities outstanding or available to the Company and all
        Encumbrances to which any asset of the Company is subject.

      


      
        	
                7.5.

              	
                Grants

              


      

      


      Full
        details of all grants made to the Company in the last six years have been
        Disclosed. No act or transaction has been effected in consequence whereof
        the
        Company is or may be held liable to refund in whole or in part any such grant
        or
        any loan received by virtue of any statute or in consequence whereof any
        such
        grant or loan for which application has been made by it will not or may not
        be
        paid or will or may be reduced.

      


      
        	
                7.6.

              	
                Options
                  and guarantees

              


      

      


      
        	 	
                (a)

              	
                The
                  Company is not responsible for the indebtedness of any other person
                  nor
                  party to any option or pre-emption right or any guarantee, suretyship
                  or
                  any other obligation (whatever called) to pay, purchase or provide
                  funds
                  (whether by the advance of money, the purchase of or subscription
                  for
                  shares or other securities or the purchase of assets or services
                  or
                  otherwise) for the payment of, or as an indemnity against the consequence
                  of default in the payment of, any indebtedness of any other
                  person.

              


      

      


      
        	 	
                (b)

              	
                No
                  person other than the Company or the Subsidiary has given any guarantee
                  of
                  or security for any overdraft, loan or loan facility granted to
                  the
                  Company or any Subsidiary.

              


      

      


      
        	
                7.7.

              	
                Payment
                  of obligations

              


      

      


      The
        Company is not in default in the payment of any material obligation due for
        payment.

      


      
        	
                8.

              	
                THE
                  PROPERTIES

              


      

      


      
        	
                8.1.

              	
                The
                  Properties comprise all the land and premises owned, controlled,
                  used or
                  occupied by the Company now or at any time since incorporation
                  of the
                  Company or any Subsidiary and the particulars set out in Schedule
                  4 are
                  true and accurate and not
                  misleading.

              


      

      


      
        	
                8.2.

              	
                As
                  far as the Warrantors are aware there are no disputes or outstanding
                  notices (whether given by a landlord, a local authority or any
                  other
                  person) which adversely affect the Company’s use of the Properties for the
                  purpose of the business now being carried on at the Properties
                  by the
                  Company

              


      

      


      
        	
                8.3.

              	
                The
                  Disclosure Letter contains true and accurate details of all rents,
                  service
                  charges and other payments payable to the landlord of the Property
                  that
                  are outstanding as at Completion.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                8.4.

              	
                The
                  Warrantors have received no notices of breaches of any covenants
                  or
                  conditions on the part of the Company contained in the lease nor
                  have any
                  notices been received from the landlord (including in respect of
                  dilapidations) and the landlord has not refused to accept rent
                  or made any
                  complaint of breach of covenant to the
                  Company.

              


      

      


      
        	
                8.5.

              	
                No
                  alterations, improvements or additions have been made to the Property
                  to
                  which the lease relates since the grant of the lease or in respect
                  of all
                  such alterations, improvements or additions made all necessary
                  consents
                  and approvals have first been
                  obtained.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        
          	
                  9.

                	
                  ENVIRONMENTAL 

                


        

      

      


      
        	
                9.1.

              	
                Compliance
                  with Environmental Law

              


      

      


      
        	 	
                (a)

              	
                As
                  far as Warrantors are aware the Company has used the Properties
                  and the
                  Other Properties and has acted at all times in compliance with
                  Environmental Law.

              


      

      


      
        	 	
                (b)

              	
                As
                  far as Warrantors are aware no works, repairs, remediation, construction,
                  or capital expenditure is or may be required under any Environmental
                  Law
                  or in order to carry on the Business lawfully at any
                  Property.

              


      

      


      
        	
                9.2.

              	
                Permits

              


      

      


      
        	 	
                (a)

              	
                As
                  far as the Warrantors are aware, all Permits in relation to the
                  carrying
                  on of the Business have been obtained and copies have been Disclosed
                  to
                  the Buyer and as far as Warrantors are aware are in full force
                  and effect
                  and their terms and conditions have been complied
                  with.

              


      

      


      
        	 	
                (b)

              	
                As
                  far as Warrantors are aware no circumstance exists which may or
                  is liable
                  to result to the detriment of the Company in modification, suspension,
                  or
                  revocation of any Permit or may or is likely to result in any such
                  Permit
                  not being extended, renewed, granted or (where necessary)
                  transferred.

              


      

      


      
        	
                9.3.

              	
                Hazardous
                  Matter

              


      

      


      As
        far as
        Warrantors are aware no Hazardous Matter has been generated, used, kept,
        treated, transported, spilled, deposited, disposed of, discharged, emitted
        or
        otherwise dealt with or managed at, on, under or from any of the Properties
        and/or Other Properties.

      


      
        	
                9.4.

              	
                Environmental
                  Liability

              


      

      


      As
        far as
        Warrantors are aware there are no events, states of affairs, conditions,
        circumstances, activities, practices, incidents, or actions which have occurred
        or are occurring or have been or are in existence at, in, under or about
        any of
        the Properties and/or Other Properties or in or about the conduct of the
        Business by the Company which may or are liable to give rise to Environmental
        Liability.

      


      
        	
                9.5.

              	
                No
                  storage tanks

              


      

      


      As
        far as
        Warrantors are aware no storage tanks of any kind, including related pipework,
        are or have been located at any time whatsoever on or under any of the
        Properties.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                9.6.

              	
                Notice
                  of claims

              


      

      


      At
        no
        time have the Warrantors, the Company, or any member of the Group had knowledge
        of or received any notice claim or other communication alleging any actual
        or
        potential Environmental Liability.

      


      
        	
                9.7.

              	
                Assessments,
                  audits etc.

              


      

      


      The
        Warrantors have Disclosed copies of all assessments, audits, reports or
        investigations in its possession relating to the Environment, Environmental
        Laws
        or Environmental Liability in connection with the Properties and the Other
        Properties, or to the activities of the Company.

      


      
        	
                9.8.

              	
                Other
                  Properties

              


      

      


      So
        far
        the Warrantors are aware, the Warrantors have Disclosed the following
        information in relation to the Other Properties:

      


      
        	 	
                (a)

              	
                address
                  of premises;

              


      

      


      
        	 	
                (b)

              	
                nature
                  of involvement of the Company, including ay former property
                  interest;

              


      

      


      
        	 	
                (c)

              	
                any
                  leases, licenses or other agreements relating to the property;
                  and

              


      

      


      
        	 	
                (d)

              	
                any
                  Permits held at any time by the Company or required in connection
                  with any
                  activities carried on by any person during the period of
                  involvement.

              


      

      


      
        	
                10.

              	
                OTHER
                  ASSETS

              


      

      


      
        	
                10.1.

              	
                Title

              


      

      


      
        	 	
                (a)

              	
                Except
                  as otherwise warranted or Disclosed pursuant to paragraph 7 above,
                  the
                  Company has Legal and Beneficial Title to all assets of the Company
                  which
                  are included in the Accounts or which were at the Balance Sheet
                  Date used
                  or held for the purposes of its business and (except for assets
                  disposed
                  of or realized by the Company in the ordinary course of business)
                  the
                  Company retains such title to all such assets free from any Encumbrance,
                  and all such assets are in the possession and control of the Company
                  and
                  are sited within the United
                  Kingdom.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company has not acquired or agreed to acquire any material asset
                  on terms
                  that title to such asset does not pass to the Company until full
                  payment
                  is made.

              


      

      


      
        	
                10.2.

              	
                Encumbrances

              


      

      


      The
        Company has Legal and Beneficial Title to all assets which have been acquired
        by
        the Company since the Balance Sheet Date and the same are in the possession
        and
        control of the Company and none is the subject of any Encumbrance nor has
        the
        Company created or agreed to create any Encumbrance or entered into any
        factoring arrangement, hire-purchase, conditional sale or credit sale agreement
        except that, if there is any such Encumbrance, arrangement or agreement it
        has
        been Disclosed and there has been no default by the Company in the performance
        or observance of any of the provisions thereof.

      


      
        	
                10.3.

              	
                Condition
                  of assets

              


      

      


      The
        plant
        and machinery (including fixed plant and machinery) and all vehicles and
        office
        and other equipment shown in the Accounts or acquired since the Balance Sheet
        Date or otherwise used in connection with the Business which have not been
        disposed of in the ordinary course of business:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (a)

              	
                are
                  in good repair and condition and have been maintained in the ordinary
                  course of business; and

              


      

      


      
        	 	
                (b)

              	
                are
                  not dangerous,

              


      

      


      and
        the
        vehicles owned by the Company are road-worthy and duly licensed for the purposes
        for which they are used.

      


      
        	
                10.4.

              	
                Condition
                  of stock

              


      

      


      The
        Company’s stock-in-trade is in good condition and is capable of being sold by
        the Company in the ordinary course of business in accordance with its current
        price list without rebate or allowance to a buyer.

      


      
        	
                10.5.

              	
                Rental
                  payments

              


      

      


      Rentals
        payable by the Company under any leasing, hire-purchase or other similar
        agreement to which it is a party (with aggregate annual payments in excess
        of
£5,000 per year) are set out in the Disclosure Documents and have not been
        and
        the Warrantors have not been notified of, any likely increase in rental payments
        thereunder. 

      


      
        	
                11.

              	
                INSURANCE

              


      

      


      
        	
                11.1.

              	
                Premiums
                  and claims

              


      

      


      Particulars
        of all policies of insurance of the Company now in force have been Disclosed
        and
        such particulars are true and correct and all premiums due on such policies
        have
        been duly paid and, so far as the Warrantors are aware, all such policies
        are
        valid and in force. So far as the Warrantors and the Company are aware there
        are
        no circumstances and there is no action which the Company has or has not
        taken
        in relation to a claim that would otherwise be payable under the policy which
        might lead to a repudiation of any such policy or to any liability under
        such
        insurance being avoided by the insurers in relation to a claim that would
        otherwise be payable under the policy or to the premiums being increased.
        There
        is no claim outstanding under any such policies and so far as the Warrantors
        are
        aware there are no circumstances likely to give rise to such a
        claim.

      


      
        	
                12.

              	
                LITIGATION

              


      

      


      
        	
                12.1.

              	
                Litigation
                  and arbitration proceedings

              


      

      


      
        	 	
                (a)

              	
                Save
                  as claimant in the collection of debts (not exceeding £5,000 in the
                  aggregate) arising in the ordinary course of business, the Company
                  is not
                  now engaged in any litigation or arbitration proceedings and there
                  are no
                  lawsuits or arbitration proceedings pending or, as far as the Warrantors
                  are aware, threatened by or against the Company or any person for
                  whose
                  acts or defaults the Company may be vicariously
                  liable.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company has not, in the last 3 years preceding the date of this
                  Agreement,
                  been involved in any litigation, arbitration or material dispute
                  with any
                  person who is or was a supplier, or customer, of importance to
                  the Company
                  or the Business.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (c)

              	
                So
                  far as the Warrantors are aware, there is no matter or fact in
                  existence
                  which is reasonably likely give rise to any legal proceedings or
                  arbitration involving the Company, including any which is reasonably
                  likely to form the basis of any criminal prosecution against the
                  Company

              


      

      


      
        	
                12.2.

              	
                Injunctions,
                  etc

              


      

      


      No
        injunction or order for specific performance has been granted against the
        Company.

      


      
        	
                12.3.

              	
                Orders
                  and judgments

              


      

      


      The
        Company is not subject to any order or judgment given by any court or
        governmental agency which is still in force and has not given any undertaking
        to
        any court or to any third party arising out of any legal
        proceedings.

      


      
        	
                13.

              	
                LICENCES

              


      

      


      
        	
                13.1.

              	
                General

              


      

      


      The
        Company has all necessary licenses (including statutory licenses), permits,
        consents and authorities for carrying on of the Business in the manner in
        which
        the Business is now carried on and all such licenses, permits, consents and
        authorities are as far as Warrantors are aware valid and
        subsisting.

      


      
        	
                13.2.

              	
                Data
                  Protection

              


      

      


      
        	 	
                (a)

              	
                So
                  far as the Warrantors’ are aware, there are no outstanding enforcement,
                  deregistration or transfer prohibition notices or any other nature
                  of
                  notice under the Data Protection Acts 1984 or 1998 currently outstanding
                  against the Company; nor is there any outstanding appeal against
                  such
                  notices; nor as far as the Warrantors are aware are there any
                  circumstances that may have occurred prior to Completion which
                  may give
                  rise to the giving of such notices to the Company.
                  

              


      

      


      
        	 	
                (b)

              	
                So
                  far as the Warrantors’ are aware, there are no unsatisfied requests to the
                  Company made by data subjects in respect of personal data held
                  by the
                  Company, nor any outstanding applications for rectification or
                  erasure of
                  personal data.

              


      

      


      
        	 	
                (c)

              	
                So
                  far as the Warrantors’ are aware, there are no outstanding claims or
                  claims in contemplation for compensation for inaccuracy, loss or
                  unauthorised disclosure of personal
                  data.

              


      

      


      
        	
                14.

              	
                TRADING

              


      

      


      
        	
                14.1.

              	
                Tenders,
                  etc

              


      

      


      No
        offer,
        tender or the like is outstanding (the value of which to the Company could
        exceed £5,000 in any year) which is capable of being converted into an
        obligation of the Company by an acceptance or other act of some other
        person.

      


      
        	
                14.2.

              	
                Delegation
                  of powers

              


      

      


      There
        are
        in force no powers of attorney given by the Company other than to the holder
        of
        an Encumbrance (which has been Disclosed) solely to facilitate its enforcement
        nor any other authority (express, implied or ostensible) given by the Company
        to
        any person to enter into any contract or commitment or do anything on its
        behalf
        other than any authority of employees to enter into routine trading contracts
        in
        the normal course of their duties.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                14.3.

              	
                Consequence
                  of acquisition of Shares by
                  Buyer

              


      

      


      The
        acquisition of the Shares by the Buyer or compliance with the terms of this
        Agreement will not:

      


      
        	 	
                (a)

              	
                cause
                  the Company to lose the benefit of any right or privilege it presently
                  enjoys or, as far as Warrantors are aware having made no enquiry
                  of any
                  person who normally does business with the Company, cause any person
                  who
                  normally does business with the Company not to continue to do so
                  on the
                  same basis as previously;

              


      

      


      
        	 	
                (b)

              	
                relieve
                  any person of any obligation to the Company or legally entitle
                  any person
                  to determine any such obligation or any right or benefit enjoyed
                  by the
                  Company or to exercise any right, whether under an agreement with,
                  or
                  otherwise in respect of, the
                  Company;

              


      

      


      
        	 	
                (c)

              	
                conflict
                  with or result in the breach of or constitute a default under any
                  of the
                  terms, conditions or provisions of any agreement or instrument
                  to which
                  the Company is now a party or any loan to or mortgage created by
                  the
                  Company or of its memorandum or articles of
                  association;

              


      

      


      
        	 	
                (d)

              	
                result
                  in any present indebtedness of the Company becoming due and payable
                  or
                  capable of being declared due and payable prior to its stated
                  maturity;

              


      

      


      
        	 	
                (e)

              	
                cause
                  any director, officer or, so far as the Warrantors are aware having
                  made
                  no enquiry of any senior employee, cause any senior employee of
                  the
                  Company to leave employment; or

              


      

      


      
        	 	
                (f)

              	
                conflict
                  with, violate or result in a breach of any law, regulation, order,
                  decree,
                  claim form or application notice applicable to the Company, or
                  entitle any
                  person to receive from the Company any finder’s fee, brokerage or other
                  similar commission.

              


      

      


      and,
        so
        far as the Warrantors are aware having made no enquiry of any clients, customers
        and suppliers, the attitude or action of clients, customers and suppliers
        with
        regard to the Company will not be prejudicially affected thereby.

      


      
        	
                14.4.

              	
                Guarantees
                  and warranties

              


      

      


      The
        Company has not given any guarantee or warranty or made any representation
        in
        respect of articles or trading stock, sold or contracted to be sold by it,
        save
        for any warranty or guarantee implied by law and (save as aforesaid) has
        not
        accepted any liability or obligation to service, maintain, repair, take back
        or
        otherwise do or not do anything in respect of any articles or stock that
        would
        apply after any such article or stock has been delivered by it.

      


      
        	
                14.5.

              	
                Competition/Anti-trust

              


      

      


      The
        Company is not and has not been party to or directly or indirectly concerned
        in
        any agreement, arrangement, understanding or practice (whether or not legally
        binding) or in the pursuit of any course of conduct which is or was or may
        be:

      


      
        	 	
                (a)

              	
                Notifiable
                  under the Enterprise Act 2002 or the Competition Act 1998 or capable
                  of
                  giving rise to an investigation by the Office of Fair Trading or
                  a
                  reference to the Competition
                  Commission;

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (b)

              	
                infringing
                  or capable of infringing Article 81 or Article 82 of the EC Treaty
                  or
                  section 2 or section 18 of the Competition Act
                  1998;

              


      

      


      
        	 	
                (c)

              	
                in
                  contravention of the Consumer Credit Act 1974, the Trade Descriptions
                  Act
                  1968, the Consumer Protection Act 1988, or any provision of the
                  Competition Act 1998;

              


      

      


      
        	 	
                (d)

              	
                is
                  otherwise registrable, unenforceable or void or capable of rendering
                  the
                  Company or any of its officers liable to administrative, civil
                  or criminal
                  proceedings under any anti-trust, trade regulation or similar legislation
                  in any jurisdiction where the Company carries on
                  business;

              


      

      


      
        	 	
                (e)

              	
                as
                  far as the Warrantors are aware the subject of any investigation
                  by any
                  competent anti-trust authority or any litigation proceedings in
                  respect of
                  any provision of any anti-trust legislation, trade regulation or
                  similar
                  legislation in any jurisdiction; or

              


      

      


      
        	 	
                (f)

              	
                subject
                  to any undertakings to any Competent anti-trust authority or other
                  Competent body in any jurisdiction.

              


      

      


      
        	
                14.6.

              	
                Restrictions
                  on trading

              


      

      


      The
        Company is not and has not been a party to any written or verbal agreement
        or
        arrangement, restricting the freedom of the Company to provide and take goods
        and services by such means and from and to such persons and into or from
        such
        place as it may from time to time think fit which adversely affects the Business
        to a material extent.

      


      
        	
                14.7.

              	
                Possession
                  of records

              


      

      


      
        	 	
                (a)

              	
                All
                  title deeds and agreements to which the Company is a party and
                  all other
                  documents owned by, or which ought to be in the possession of or
                  held
                  unconditionally to the order of, the Company are in the possession
                  of the
                  Company.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company does not have any of its records, systems, controls, data
                  or
                  information recorded, stored, maintained, operated or otherwise
                  wholly or
                  partly dependent on or held by any means (including any electronic,
                  mechanical or photographic process, whether computerized or not)
                  which
                  (including all means of access thereto and therefrom) are not under
                  the
                  exclusive ownership and direct control of the
                  Company.

              


      

      


      
        	
                14.8.

              	
                Business
                  names

              


      

      


      The
        Company does not use on its letterhead, books or vehicles or otherwise carry
        on
        the Business under any name other than its corporate name.

      


      
        	
                14.9.

              	
                Unlawful
                  acts

              


      

      


      Neither
        the Company nor any officer has been prosecuted for any criminal, illegal
        or
        unlawful act connected with the Company.

      


      
        	
                14.10.

              	
                Inducements

              


      

      


      No
        officer or employee of the Company has (in connection with the Business or
        otherwise) directly or indirectly offered, given, procured or received any
        gift,
        loan, fee, reward, advantage or other consideration which:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (a)

              	
                is
                  deemed illegal under the Prevention of Corruption Acts 1889 to
                  1916 and/or
                  Part 12 of the Anti-terrorism, Crime and Security Act 2001, or
                  which has
                  contravened, or was intended to result in the contravention of,
                  the laws
                  of any jurisdiction; or

              


      

      


      
        	 	
                (b)

              	
                (whether
                  or not it is lawful) is in the nature of a bribe, influence payment
                  or
                  kickback or similarly has an ulterior or covert
                  purpose;

              


      

      


      or
        has
        agreed, conspired or attempted to, or assisted any other person to, do any
        such
        thing.

      


      
        	
                15.

              	
                CONTRACTS

              


      

      


      
        	
                15.1.

              	
                Onerous
                  contracts

              


      

      


      There
        are
        no long term contracts (that is, contracts not terminable by the Company
        without
        penalty on six months’ notice or less) or onerous or unusual or abnormal
        contracts (that is, contracts for capital commitments in excess of £5,000 or
        contracts outside the ordinary course of business) binding upon the
        Company.

      


      
        	
                15.2.

              	
                Material
                  contracts

              


      

      


      15.2.1 All
        contracts to which the Company is a party with a value in excess of £5,000 and
        all contracts related to Images other than oral contracts and the Diosphere
        contract at Tab 4.3(d) have been Disclosed.

      


      15.2.2 The
        Company is not a party to or subject to any agreement, transaction, obligation,
        commitment, understanding, arrangement or liability which:

      


      
        	 	
                (a)

              	
                is
                  incapable of complete performance in accordance with its terms
                  within six
                  months after the date on which it was entered into or
                  undertaken;

              


      

      


      
        	 	
                (b)

              	
                is
                  known by any of the Warrantors to be likely to result in a loss
                  to the
                  Company on completion of
                  performance;

              


      

      


      
        	 	
                (c)

              	
                cannot
                  readily be fulfilled or performed by the Company on time and without
                  undue
                  or unusual expenditure of money and
                  effort;

              


      

      


      
        	 	
                (d)

              	
                involves
                  or is likely to involve obligations, restrictions, expenditure
                  or receipts
                  of an unusual, onerous or exceptional nature and not in the ordinary
                  course of business;

              


      

      


      
        	 	
                (e)

              	
                requires
                  an aggregate consideration payable by the Company in excess of
                  £5,000;

              


      

      


      
        	 	
                (f)

              	
                involves
                  or is likely to involve the supply of goods by or to the Company
                  the
                  aggregate sales value of which will represent in excess of five
                  per cent
                  of the turnover of the Company for the year ended on the Balance
                  Sheet
                  Date; 

              


      

      


      
        	 	
                (g)

              	
                requires
                  the Company to pay any commission, finder’s fee, royalty or the like;
                  or

              


      

      


      
        	 	
                (h)

              	
                is
                  in any way otherwise than in the ordinary and proper course of
                  the
                  Company’s business.

              


      

      


      
        	
                15.3.

              	
                Performance
                  of contracts

              


      

      


      
        	 	
                (a)

              	
                As
                  far as Warrantors are aware the terms of all contracts of the Company
                  disclosed under clause 15.2 have been complied with by the Company
                  and by
                  the other parties to the contracts in all material respects and
                  there are
                  no circumstances likely to give rise to a default by the Company
                  or by the
                  other parties under any such
                  contract.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (b)

              	
                As
                  far as Warrantors are aware there are no outstanding claims, separately
                  or
                  in the aggregate, of material amounts against the Company on the
                  part of
                  any party in respect of defects in quality or delays in delivery
                  or
                  completion of contracts or deficiencies of design or performance
                  or defect
                  in any Intellectual Property rights in respect of any Images or
                  Software
                  supplied by the Company or otherwise relating to liability for
                  goods or
                  services or Software or Images or other Intellectual Property sold
                  or
                  supplied or licensed by the Company and no such claims have been
                  threatened or are anticipated and as far as the Warrantors are
                  aware there
                  is no matter or fact in existence in relation to goods or services
                  or
                  Software or Intellectual Property currently sold or supplied or
                  licensed
                  by the Company which might give rise to the
                  same.

              


      

      


      
        	 	
                (c)

              	
                The
                  Warrantors have no knowledge of the invalidity of, or grounds for
                  rescission, avoidance or repudiation of, any agreement, licence
                  or other
                  transaction to which the Company is a party or in relation to which
                  it
                  otherwise purports to have enforceable rights and have received
                  no notice
                  of any intention to terminate, repudiate or disclaim any such agreement,
                  licence or other transaction; and as far as the Warrantors are
                  aware no
                  event (including the circumstances of and pursuant to this Agreement)
                  has
                  occurred that, with notice or lapse of time would constitute such
                  a breach
                  or default or permit termination, modification or acceleration
                  under such
                  agreement, licence or other
                  transaction.

              


      

      


      
        	
                15.4.

              	
                Agency
                  and distribution agreements

              


      

      


      The
        Company is not a party to any subsisting agency or distributorship
        agreement.

      


      
        	
                16.

              	
                EMPLOYEES

              


      

      


      
        	
                16.1.

              	
                Particulars
                  of employees

              


      

      


      The
        particulars shown in the Schedule of employees comprised in the Disclosure
        Documents are true and complete in all material respects.

      


      
        	
                16.2.

              	
                Contracts
                  of employment

              


      

      


      There
        is
        no contract of employment or worker’s contract in force between the Company and
        any of its Directors, officers, employees or workers which is not terminable
        by
        the Company without compensation (other than any compensation payable under
        Parts X and XI, ERA) on three months notice or less given at any time. There
        are
        no consultancy, agency or management services agreements in existence between
        the Company and any other person, firm or company, and there are no agreements
        or other arrangements (binding or otherwise) between the Company (or any
        employers’ or trade association of which the Company is a member) and any Trade
        Union or works council, staff association or other body representing employees
        or workers or a substantial body of them. There are no outstanding pay
        negotiations with any employees, workers or Trade Unions.

      


      
        	
                16.3.

              	
                Benefits

              


      

      


      There
        are
        no amounts owing to present or former directors, officers, employees or workers
        of the Company other than not more than one month’s arrears of remuneration
        accrued or due or for reimbursement of business expenses incurred within
        a
        period of three months preceding the date of this Agreement and no moneys
        or
        benefits other than in respect of remuneration or emoluments of employment
        are
        payable to or for the benefit of any present or former director, officer,
        employee or worker of the Company, nor any dependant of any present or former
        director, officer, employee or worker of the Company.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                16.4.

              	
                Liabilities
                  and payments

              


      

      


      Save
        to
        the extent (if any) to which provision or allowance has been made in the
        Accounts:

      


      
        	 	
                (a)

              	
                there
                  are no amounts found to be owing and outstanding by a Tribunal
                  or court of
                  competent jurisdiction, or, so far as the Warrantors are aware,
                  is any
                  such liability anticipated by the Company for breach of any contract
                  of
                  employment or worker’s contract or for services or for severance payments
                  or for redundancy payments or protective awards or for compensation
                  for
                  unfair dismissal or for failure to comply with any order for the
                  reinstatement or re-engagement of any employee or for sex, race
                  or
                  disability discrimination or for any other liability (statutory,
                  contractual or otherwise) accruing from the termination or variation
                  of
                  any contract of employment or for services or worker’s
                  contract;

              


      

      


      
        	 	
                (b)

              	
                no
                  gratuitous payment has been made or promised by the Company in
                  connection
                  with the actual or proposed termination, suspension or variation
                  of any
                  contract of employment or for services or worker’s contract of any present
                  or former director, officer, employee or worker or any dependant
                  of any
                  present or former director, officer, employee or worker of the
                  Company;
                  and

              


      

      


      
        	 	
                (c)

              	
                Company
                  has not made or agreed to make any payment to or provided or agreed
                  to
                  provide any benefit or change in terms and conditions of employment
                  for
                  any present or former director, officer, employee or worker of
                  the Company
                  in connection with the sale and purchase under this
                  Agreement.

              


      

      


      
        	
                16.5.

              	
                Relevant
                  legislation

              


      

      


      
        	 	
                (a)

              	
                The
                  Company has in relation to each of its employees and workers (and
                  so far
                  as relevant to each of its former employees and workers) complied
                  in all
                  material respects with:

              


      

      


      
        	 	
                (i)

              	
                all
                  obligations imposed on it by all relevant statutes, regulations
                  and codes
                  of conduct and practice affecting its employment of any persons
                  and all
                  relevant orders and awards made thereunder and has maintained current,
                  adequate and suitable records regarding the service, terms and
                  conditions
                  of employment of each of its employees and workers;
                  and

              


      

      


      
        	 	
                (ii)

              	
                all
                  collective agreements, recognition agreements and customs and practices
                  for the time being affecting its employees and workers or their
                  conditions
                  of service.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company has not been served with any improvement and/or prohibition
                  notices pursuant to sections 21 and 22, Health and Safety at Work
                  etc. Act
                  1974, nor is any prosecution or sentence pending for any (alleged)
                  offence
                  under the Health and Safety at Work Act
                  1974.

              


      

      


      
        	 	
                (c)

              	
                The
                  Company is not in breach of any of the provisions on the employment
                  of
                  young persons contained in the Health and Safety (Young Persons)
                  Regulations 1997, the Children (Protection at Work) Regulations
                  1998 or
                  the Working Time Regulations 1998 and is not presently being prosecuted
                  under any of such provisions.

              


      

      


      
        	 	
                (d)

              	
                There
                  is no claim against the Company outstanding under the Equal Pay
                  Act 1970,
                  the Sex Discrimination Acts 1975 and 1986, the Race Relations Act
                  1976,
                  the Disability Discrimination Act 1995, ERA, TUPE, the Social Security
                  Contributions and Benefits Act 1992, TULRCA, the Working Time Regulations
                  1998, the National Minimum Wage Regulations 1999, the Part-time
                  Workers
                  (Prevention of Less Favorable Treatment) Regulations 2000 or the
                  Fixed
                  term Employees (Prevention of less favorable treatment) Regulations
                  2002
                  or the Employment Act 2002.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (e)

              	
                Within
                  a period of one year preceding the date of this Agreement, the
                  Company has
                  not given notice of any redundancies to the Secretary of State
                  or started
                  consultations with any independent trade union or workers’ representatives
                  under the provisions of Part IV, TULRCA or under TUPE nor has the
                  Company
                  failed to comply with any such obligation under the said Part IV
                  or
                  TUPE.

              


      

      


      
        	
                16.6.

              	
                Termination
                  of employment

              


      

      


      
        	 	
                (a)

              	
                No
                  present director, officer or employee or worker of the Company
                  has given
                  or received notice terminating his employment except as expressly
                  contemplated under this Agreement and completion of this Agreement
                  will
                  not entitle any director, officer, employee or worker to terminate
                  his
                  employment or trigger any entitlement to a severance payment or
                  liquidated
                  damages.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company has complied with all recommendations made by the Advisory
                  Conciliation and Arbitration Service and with all awards and declarations
                  made by the Central Arbitration Committee in respect of its employees
                  or
                  any Trade Union.

              


      

      


      
        	
                16.7.

              	
                Share
                  and other schemes

              


      

      


      The
        Company does not have in existence nor is it proposing to introduce, and
        none of
        its directors, officers, employees or workers participates in (whether or
        not
        established by the Company), any employee share trust, share incentive scheme,
        share option scheme or profit sharing scheme for the benefit of all or any
        of
        its present or former directors, officers or employees or workers or the
        dependants of any of such persons or any scheme whereunder any present or
        former
        director, officer or employee or worker of the Company is entitled to a
        commission or remuneration of any other sort calculated by reference to the
        whole or part of the turnover, profits or sales of the Company or any other
        person, firm or company including any profit related pay scheme established
        under Chapter III, Part V, TA 88.

      


      
        	
                16.8.

              	
                Disputes
                  and claims

              


      

      


      
        	 	
                (a)

              	
                No
                  dispute exists or so far as the Warrantors are aware can reasonably
                  be
                  anticipated between the Company and a material number or category
                  of its
                  employees or any Trade Union(s) or works council and so far as
                  the
                  Warrantors are aware there are no wage or other claims outstanding
                  against
                  the Company by any person who is now or has been a director, officer
                  or
                  employee or worker of the Company.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company has not had during the last three years any strike, work
                  stoppages, slow-down or work-to-rule by its employees or workers
                  or
                  lock-out, nor, so far as the Warrantors are aware, is any anticipated,
                  which is likely to cause, the Company to be materially incapable
                  of
                  carrying on its business in the normal and ordinary
                  course.

              


      

      


      
        	
                16.9.

              	
                Transfer
                  of undertakings

              


      

      


      The
        Company has not within the period of one year preceding the date of this
        Agreement been a party to any relevant transfer as defined in TUPE. The Company
        has not failed to comply with any duty to inform and consult any Trade Union
        or
        employees’/workers’ representatives under the said regulations within the period
        of one year preceding the date of this Agreement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                16.10.

              	
                Agreements
                  with Trade Unions

              


      

      


      The
        Company is not a party to any agreement or arrangement with or commitment
        to any
        trade unions or staff association nor as far as Warrantors are aware are
        any of
        its employees members of any trade union or staff association, and, so far
        as
        the Warrantors are aware, no application for collective bargaining recognition
        by a Trade Union is pending under Schedule A1 of TULRCA.

      


      
        	
                17.

              	
                HEALTH
                  AND SAFETY

              


      

      


      
        	
                17.1.

              	
                No
                  notice has been received or so far as the Warrantors are aware,
                  action
                  threatened in relation to the conduct of the Business in relation
                  to its
                  compliance or otherwise with all applicable legislation concerning
                  health
                  and safety matters and all and any regulations or orders made or
                  issued
                  under any such legislation and any relevant codes of practice,
                  guidance
                  notes and the like issued by government agencies (Health
                  and Safety Legislation).

              


      

      


      
        	
                17.2.

              	
                As
                  far as Warrantors are aware no works, repairs, construction, remedial
                  action or expenditure is required in relation to the Health and
                  Safety
                  Legislation in order to carry on lawfully the Business at each
                  Property.

              


      

      


      
        	
                18.

              	
                PENSION
                  SCHEMES

              


      

      


      
        	
                18.1.

              	
                In
                  this paragraph 18 these definitions
                  apply:

              


      

      


      
        	 	
                (i)

              	
                “Benefits”
                  means pensions, allowances, lump sums or other like benefits payable
                  on
                  retirement or on death or during periods of sickness or
                  disablement.

              


      

      


      
        	 	
                (ii)

              	
                “Employees”
                  mean the Company’s employees, directors, former employees and former
                  directors. 

              


      

      


      
        	 	
                (iii)

              	
                “Pension
                  Arrangement” means an agreement, arrangement, custom or practice (whether
                  legally enforceable or not) for the payment of or contribution
                  towards any
                  Benefits.

              


      

      


      
        	
                18.2.

              	
                Other
                  than the offer by the Company of a stakeholder pension arrangement,
                  there
                  is no Pension Arrangement in operation for the benefit of any of
                  the
                  Employees or for the benefit of any dependants of Employees and
                  no
                  assurance has been given to any of the Employees about the introduction
                  of
                  any Pension Arrangement.

              


      

      


      
        	
                18.3.

              	
                The
                  stakeholder pension arrangement offered by the Company has no
                  members.

              


      

      


      
        	
                18.4.

              	 


      

      


      
        	 	
                (a)

              	
                As
                  far as Warrantors are aware, the Company has complied with all
                  obligations
                  imposed by the Welfare Reform and Pensions Act 1999 and any regulations
                  made under it regarding facilitating access to all of its relevant
                  employees (as defined in the Welfare Reform and Pensions Act 1999)
                  to a
                  stakeholder pension arrangement.

              


      

      


      
        	 	
                (b)

              	
                There
                  is no obligation on the Company to pay contributions to a stakeholder
                  pension arrangement in respect of any employee or officer of the
                  Company.

              


      

      


      
        	 	
                (c)

              	
                There
                  are no claims or actions in progress or pending, involving any
                  employee or
                  officer of the Company in connection with a stakeholder
                  arrangement.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                19.

              	
                INTELLECTUAL
                  PROPERTY

              


      

      


      
        	
                19.1.

              	
                Ownership
                  and rights

              


      

      


      
        	 	
                (a)

              	
                Schedule
                  11
                  contains particulars of all Registered Intellectual
                  Property.

              


      

      


      
        	 	
                (b)

              	
                Subject
                  to Licenses-In and Licenses-Out (as defined in paragraph 19.3),
                  the
                  Company is the sole beneficial owner of all Relevant
                  IP.

              


      

      


      
        	
                19.2.

              	
                Enforcement

              


      

      


      
        	 	
                (a)

              	
                As
                  far as the Warrantors are aware the Relevant IP is valid and subsisting
                  (insofar as it is owned by or licensed to the Company) and none
                  of the
                  Registered Intellectual Property is the subject of outstanding
                  or
                  threatened disputes, claims or proceedings for cancellation, revocation,
                  opposition, interference, rectification or contested
                  ownership.

              


      

      


      
        	 	
                (b)

              	
                All
                  outstanding applications for registration of all Relevant IP are
                  being
                  diligently prosecuted and the Company has received no adverse opinion,
                  whether from any registry concerned or its own advisers, in relation
                  thereto.

              


      

      


      
        	 	
                (c)

              	
                All
                  renewal fees relating to Registered Intellectual Property have
                  been
                  paid.

              


      

      


      
        	 	
                (d)

              	
                As
                  far as Warrantors are aware all Know-How material to the Business
                  and
                  owned, used or exploited by the Company has been kept secret and
                  confidential and has not been disclosed to third
                  parties.

              


      

      


      
        	 	
                (e)

              	
                Nothing
                  has been done to diminish or otherwise affect the reputation of
                  Trade
                  Marks and domain names owned, used or otherwise exploited by the
                  Company.

              


      

      


      
        	
                19.3.

              	
                Intellectual
                  Property Agreements and Image
                  Agreements

              


      

      


      
        	 	
                (a)

              	
                The
                  Disclosure Letter contains particulars of: i) all Image Agreements
                  other
                  than oral contracts; and ii) all Intellectual Property Agreements
                  in
                  respect of Intellectual Property material to the Business other
                  than oral
                  contracts; whereby:

              


      

      


      
        	 	
                (i)

              	
                the
                  Company uses or exploits any Intellectual Property belonging to
                  a third
                  party (Licenses-In);
                  or

              


      

      


      
        	 	
                (ii)

              	
                the
                  Company has authorised or otherwise permitted, expressly or by
                  implication, any use whatsoever of any Intellectual Property, or
                  granted
                  to any third party any right or interest in respect of any Intellectual
                  Property (Licenses-Out).

              


      

      


      
        	 	
                (b)

              	
                Save
                  as Disclosed, none of the Relevant IP has been charged, mortgaged,
                  licensed or otherwise encumbered.

              


      

      


      
        	 	
                (c)

              	
                Complete
                  copies of: i) all Image Agreements (other than those which are
                  oral); and
                  ii) all Intellectual Property Agreements in respect of Intellectual
                  Property material to the Business (other than oral contracts relating
                  to
                  Images); have been Disclosed, and as far as the Warrantors are
                  aware all
                  of them are valid and binding and none has been the subject of
                  any breach
                  or default by any party or of any event which with notice or lapse
                  of time
                  or both would constitute a default. Furthermore, all Image Agreements
                  and
                  Intellectual Property Agreements are enforceable and in full force
                  and
                  effect and, together with the related invoices, represent the entire
                  agreement between the parties thereto with respect to the subject
                  matter
                  thereof.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (d)

              	
                As
                  far as the Warrantors are aware, there are no disputes, claims
                  or
                  proceedings arising out of or relating to the Image Agreements
                  (or the
                  Images under such) or Intellectual Property Agreements or to Relevant
                  IP.

              


      

      


      
        	 	
                (e)

              	
                As
                  far as the Warrantors are aware, all Image Agreements and Intellectual
                  Property Agreements have been duly recorded or registered with
                  the proper
                  authorities whenever a legal requirement to do so
                  exists.

              


      

      


      
        	
                19.4.

              	
                Infringement

              


      

      


      
        	 	
                (a)

              	
                The
                  Company has not infringed and does not infringe any Intellectual
                  Property
                  of a third party as a result of the Company’s use or exploitation of the
                  Images and Relevant IP (or breached an agreement, in either case,
                  with
                  respect thereto), nor will such use or exploitation give rise to
                  any
                  infringement dispute, claims or proceedings against the
                  Company.

              


      

      


      
        	 	
                (b)

              	
                There
                  are not and have not been any disputes, claims or proceedings threatened
                  or in existence in any court or tribunal in respect of any of any
                  Images
                  or the Relevant IP as such or in respect of any use or exploitation
                  thereof by the Company.

              


      

      


      
        	 	
                (c)

              	
                There
                  has been and is no current or anticipated infringement by any third
                  party
                  of any rights in any Images or Relevant
                  IP.

              


      

      


      The
        warranties given in 19.4(a), (b) and (c) shall each be subject to the caveat
“As
        far as the Warrantors are aware” save in respect of Images for which no such
        caveat shall be given.

      


      
        	
                19.5.

              	
                Images

              


      

      


      
        	 	
                (a)

              	
                The
                  Company does not own any Images.

              


      

      


      
        	 	
                (b)

              	
                Tab
                  9.1 of the Disclosure Bundle sets forth a list of Metadata in respect
                  of
                  all Images licensed by the Company.

              


      

      


      
        	 	
                (c)

              	
                The
                  data in Excel format pivot tables relating to Images provided to
                  the Buyer
                  at Tab 9.1 of the Disclosure Bundle is accurate and complete in
                  all
                  material respects.

              


      

      


      
        	 	
                (d)

              	
                Except
                  for public domain imagery made available under no restriction,
                  the Company
                  licenses-in all Images used or exploited or held for use or exploitation
                  by the Company and has all necessary rights to utilise such Images
                  in the
                  ordinary course of its Business in a manner consistent with the
                  Company’s
                  past practice.

              


      

      


      
        	 	
                (e)

              	
                Within
                  the past 24 months no Person has requested indemnification from
                  the
                  Company based on the use of an
                  Image.

              


      

      


      
        	 	
                (f)

              	
                To
                  the knowledge of the Warrantors, no person is engaging in any activity
                  that infringes upon any Images or upon the rights of the Company.
                  The
                  consummation of the transactions contemplated by this Agreement
                  will not,
                  so far as the Warrantors are aware (without making any enquiry,
                  other than
                  under existing documentation), result in the termination or impairment
                  of
                  the rights of the Company, as they exist on the date hereof or
                  on the
                  Closing Date, to sell, reproduce, market, transmit electronically,
                  perform, distribute or sublicense any of the
                  Images.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (g)

              	
                Prior
                  to any display, sale, marketing, electronic transmission, performance,
                  reproduction, distribution or sublicensing of any Image, either:
                  (i) the
                  Company has obtained in writing all such releases and/or other
                  third party
                  consents or authorisations necessary for such display, sale, marketing,
                  electronic transmission, performance, reproduction, distribution
                  or
                  sublicensing; or (ii) the artist or photographer providing such
                  Image has
                  represented to the Company that he has obtained such releases and/or
                  other
                  third party consents or authorisations. Copies of any releases
                  within the
                  Company’s possession have been disclosed. The Company has not entered into
                  any contract under which the Company has assumed any obligation
                  for the
                  storage and handling of Images other than the routine administration
                  of
                  handling Images under contracts entered into for profit pursuant
                  to
                  Licenses-In or Licenses-Out.

              


      

      


      
        	 	
                (h)

              	
                With
                  respect to the Image Agreements the Company has
                  not:

              


      

      


      
        	 	
                (i)

              	
                received
                  any notice of termination or cancellation under such licence or
                  agreement
                  and no party thereto has any right of termination or cancellation
                  thereunder except in accordance with its terms or under applicable
                  law;
                  and/or

              


      

      


      
        	 	
                (ii)

              	
                granted
                  to any Person any rights adverse or otherwise, with respect to
                  any Image
                  under any such Image Agreement.

              


      

      
         

        
          	
                  20.

                	
                  INFORMATION
                    TECHNOLOGY AND
                    TELECOMMUNICATIONS

                


        

      

      


      
        	
                20.1.

              	
                Identification
                  and ownership

              


      

      


      
        	 	
                (a)

              	
                The
                  Disclosure Letter contains brief particulars of all IT
                  Systems.

              


      

      


      
        	 	
                (b)

              	
                The
                  Disclosure Letter contains brief particulars of all IT
                  Contracts.

              


      

      


      
        	 	
                (c)

              	
                Save
                  as set out in the Disclosure Letter, all IT Systems and data are
                  owned by
                  the Company, and are not wholly or partly dependent on any facilities
                  or
                  services not under the exclusive ownership and control of the
                  Company.

              


      

      


      
        	 	
                (d)

              	
                Except
                  in respect of “shrink wrap” software, website source code, HTML and
                  scripts, the Company has in its possession or in its control or
                  held
                  subject to its direction the source code of all Software.
                  

              


      

      


      
        	 	
                (e)

              	
                The
                  Company does not own or have licensed to it any website source
                  code, HTML
                  or scripts.

              


      

      


      
        	
                20.2.

              	
                Computer
                  operation and maintenance

              


      

      


      
        	 	
                (a)

              	
                All
                  IT Systems are in good working order and have been maintained in
                  the
                  ordinary course of business. No part of the IT Systems has materially
                  failed to function at any time during the three years prior to
                  the date
                  hereof that has led to or caused any material financial loss to
                  the
                  Business.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company has full and unrestricted access to and use of the IT Systems
                  (both in terms of physical accessibility to the extent required
                  for such
                  use and in terms of rights required for the Company to so use the
                  same),
                  and no third party agreements or consents are required to enable
                  the
                  Company to continue such access and use following completion of
                  the
                  transaction contemplated by this
                  Agreement.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (c)

              	
                The
                  Disclosure Letter lists all persons who hold the passwords to the
                  IT
                  Systems and a list of authorised and unauthorised
                  users.

              


      

      


      
        	 	
                (d)

              	
                All
                  data processed using the IT Systems and/or the IT Services has
                  been
                  regularly archived on back-up DAT and are available for inspection
                  as
                  required by the Company from time to
                  time.

              


      

      


      
        	 	
                (e)

              	
                The
                  Company has made reasonable efforts to put in place backup and
                  disaster
                  recovery systems to ensure that that Business can continue in the
                  event of
                  a failure of the IT Systems (whether due to natural disaster, power
                  failure or otherwise).

              


      

      


      
        	 	
                (f)

              	
                During
                  the last three years up to the date of Completion, there has been
                  no
                  unauthorised access to, or security breaches in respect of the
                  IT Systems
                  or the Images.

              


      

      
         

        
          	
                  21.

                	
                  FOREIGN
                    CORRUPT PRACTICES ACT;
                    ETC.

                


        

      

      


      The
        Warrantors have reviewed the following lists (collectively, the “Government
        Lists”):

      


      
        	 	
                (a)

              	
                The
                  Denied Persons list and the Denied Entities list maintained by
                  the United
                  States Department of Commerce (the Denied Persons list can be found
                  at
                  http://www.bxa.doc.gov/DPL/Default.shtm and the Denied Entities
                  List can
                  be found at
                  http://www.bxa.doc.gov/Entities/Default.htm);

              


      

      


      
        	 	
                (b)

              	
                The
                  Specially Designated Nationals and Blocked Persons list maintained
                  by the
                  United States Department of Treasury (the Specially Designated
                  Nationals
                  and Blocked Persons list can be found at
                  http://www.ustreas.gov/ofac/t11sdn.pdf);
                  and

              


      

      


      
        	 	
                (c)

              	
                The
                  Terrorist Organizations list and the Debarred Parties list maintained
                  by
                  the United States Department of State (the Terrorist Organizations
                  list
                  can be found at http://www.state.gov/s/ct/rls/fs/2001/653l.htm
                  and the
                  Debarred Parties List can be found at
                  http://www.pmdtc.org/debar059.htm).

              


      

      


      
        	 	
                (d)

              	
                Any
                  other list of terrorists, terrorist organizations or narcotics
                  traffickers
                  maintained pursuant to any of the rules and regulations of the
                  Office of
                  Foreign Assets Control, U.S. Department of the Treasury (“OFAC”),
                  or any similar lists maintained by the governments of the United
                  Kingdom
                  of Great Britain and Northern Ireland or the Republic of
                  Ireland.

              


      

      


      The
        Warrantors warrant that, to the best of its knowledge, none of the following
        is
        a country, territory, individual or entity named on any of the Government
        Lists:

      


      
        	 	
                (a)

              	
                the
                  Seller or the Indirect
                  Shareholders;

              


      

      


      
        	 	
                (b)

              	
                any
                  person controlling or controlled by the Seller or the Indirect
                  Shareholders;

              


      

      


      
        	 	
                (c)

              	
                any
                  person having a beneficial interest in the Seller or the Indirect
                  Shareholders; or

              


      

      


      
        	 	
                (d)

              	
                any
                  person for whom the Seller is acting as agent or nominee in connection
                  with the transactions contemplated by this
                  Agreement.

              


      

      


      The
        Warrantors warrant that none of the Company’s or its representative and agents’
        policies and practices, whether written or unwritten, relating to conduct
        of its
        business is deemed criminal under or violates or contravenes any provision
        of
        the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),
        or
        the USA PATRIOT Act of 2001, as amended, and the rules and regulations
        promulgated thereunder (the “USA
        PATRIOT Act”),
        in
        each case as applied to the business. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                22.

              	
                LEGISLATION

              


      

      


      The
        Company has not received notice of and is not aware of any allegation of
        breach
        of the requirements of any legislation which is applicable to it. The Company
        has all governmental approvals necessary for the conduct of the business
        as
        currently conducted.

       

      PART
        2

      TAXATION
        WARRANTIES

      


      
        	
                23.

              	
                TAXATION

              


      

      


      
        	
                23.1.

              	
                General

              


      

      


      
        	 	
                (a)

              	
                Notices
                  and returns

              


      

      


      
        	 	
                (i)

              	
                All
                  notices, returns, computations and registrations of the Company
                  for the
                  purposes of Taxation have been made punctually on a proper basis
                  and are
                  correct and none of them is, or is likely to be, the subject of
                  any
                  dispute with any Taxation
                  Authority.

              


      

      


      
        	 	
                (ii)

              	
                All
                  information supplied by the Company for the purposes of Taxation
                  was when
                  supplied and remains complete and accurate in all material
                  respects.

              


      

      


      
        	 	
                (b)

              	
                Payment
                  of Tax due

              


      

      


      
        	 	
                (i)

              	
                All
                  Taxation which the Company is liable to pay prior to Completion
                  has been
                  or will be so paid prior to
                  Completion.

              


      

      


      
        	 	
                (ii)

              	
                The
                  Company has not made any payments representing installments of
                  corporation
                  tax pursuant to the Corporation Tax (Installment Payments) Regulations
                  1998 in respect of the Company’s current or preceding accounting period
                  and neither is the Company under any obligation to do
                  so.

              


      

      


      OR

      


      
        	 	
                (iii)

              	
                The
                  Disclosure Documents specify all payments representing installments
                  of
                  corporation tax made pursuant to the Corporation Tax (Installments
                  Payments) Regulations 1998 in respect of the Company’s current and
                  preceding accounting periods and contain full particulars of the
                  basis
                  upon which such payments have been
                  calculated.

              


      

      


      
        	 	
                (c)

              	
                Penalties
                  or interest on Tax

              


      

       

      The
        Company has not within the period of six years ending on the date of this
        Agreement paid or become liable to pay any penalty, fine, surcharge or interest
        charged by virtue of the provisions of the TMA or any other Taxation
        Statute.

      


      
        	 	
                (d)

              	
                Compliance
                  with PAYE, national insurance contribution and Tax collection
                  obligations

              


      

      


      
        	 	
                (i)

              	
                All
                  income tax deductible and payable under the PAYE system and/or
                  any other
                  Taxation Statute has, so far as is required to be deducted, been
                  deducted
                  from all payments made or treated as made by the Company and all
                  amounts
                  due to be paid to the Inland Revenue prior to the date of this
                  Agreement
                  have been so paid, including all Tax chargeable on benefits provided
                  for
                  directors, employees or former employees of the Company or any
                  persons
                  required to be treated as such.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (ii)

              	
                All
                  deductions and payments required to be made under any Taxation
                  Statute in
                  respect of national insurance and social security contributions
                  (including
                  employer’s contributions) have been so
                  made.

              


      

      


      
        	 	
                (iii)

              	
                All
                  payments by the Company to any person which ought to have been
                  made under
                  deduction of Tax have been so made and the Company (if required
                  by law to
                  do so) has accounted to the Inland Revenue for the Tax so
                  deducted.

              


      

      


      
        	 	
                (iv)

              	
                Proper
                  records have been maintained in respect of all such deductions
                  and
                  payments and all applicable regulations have been complied
                  with.

              


      

      


      
        	 	
                (v)

              	
                The
                  Disclosure Documents contain details so far as they affect the
                  Company of
                  all current dispensations agreed with the Inland Revenue in relation
                  to
                  PAYE and all notifications given by the Inland Revenue under section
                  166,
                  TA 88.

              


      

      


      
        	 	
                (e)

              	
                Investigations

              


      

       

      The
        Company has not been subject to any visit, audit, investigation, discovery
        or
        access order by any Taxation Authority and that there are no circumstances
        existing which make it likely that a visit, audit, investigation, discovery
        or
        access order will be made.

      


      
        	 	
                (f)

              	
                Residence

              


      

       

      The
        Company is and always has been resident for Taxation purposes only in the
        jurisdiction in which it is incorporated.

      


      
        	 	
                (g)

              	
                Tax
                  provision

              


      

       

      Full
        provision or reserve has been made in the Accounts for all Taxation assessed
        or
        liable to be assessed on the Company or for which it is accountable in respect
        of income, profits or gains earned, accrued or received or deemed to be earned,
        accrued or received on or before the Balance Sheet Date, including distributions
        made down to such date or provided for in the Accounts and proper provision
        has
        been made in the Accounts for deferred Taxation in accordance with generally
        accepted accounting principles.

      


      
        	 	
                (h)

              	
                Concessions
                  and arrangements

              


      

       

      The
        amount of Taxation chargeable on the Company during any accounting period
        ending
        on or within the six years before the Balance Sheet Date has not depended
        on any
        concessions, agreements or other formal or informal arrangements with any
        Taxation Authority.

      


      
        	 	
                (i)

              	
                Anti-avoidance
                  provisions

              


      

       

      The
        Company has not entered into or been a party to any scheme or arrangement
        of
        which the main purpose, or one of the main purposes, was the avoidance of
        or the
        reduction in or the deferral of a liability to Taxation.

      


      
        	 	
                (j)

              	
                Section
                  765, TA 88

              


      

       

      The
        Company has not without the prior consent of the Treasury carried out or
        agreed
        to carry out any transaction under section 765, TA 88 which would be unlawful
        in
        the absence of such consent and has, where relevant, complied with the
        requirements of section 765A(2), TA 88 (supply of information on movement
        of
        capital within the EU) and any regulations made or notice given
        thereunder.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (k)

              	
                Transactions
                  requiring clearance or consent

              


      

       

      All
        particulars furnished to any Taxation Authority in connection with an
        application for clearance or consent by the Company or on its behalf or
        affecting the Company has been made and obtained on the basis of full and
        accurate disclosure to the relevant Taxation Authority of all relevant material
        facts and considerations; and any transaction for which clearance or consent
        was
        obtained, has been carried into effect only in accordance with the terms
        of the
        relevant clearance or consent.

      


      
        	 	
                (l)

              	
                Calculation
                  of Taxation liability

              


      

       

      The
        Company has sufficient records relating to past events to permit accurate
        calculation of the Taxation liability or relief which would arise upon a
        disposal or realisation on completion of each asset owned by the Company
        at the
        Balance Sheet Date or acquired by the Company since that date but before
        Completion.

      


      
        	 	
                (m)

              	
                Claims
                  and disclaimers

              


      

       

      The
        Company has duly submitted all claims and disclaimers the making of which
        has
        been assumed for the purposes of the Accounts.

      


      
        	 	
                (n)

              	
                Outstanding
                  claims, elections and appeals

              


      

       

      The
        Disclosure Documents contain full particulars of all matters relating to
        Taxation in respect of which the Company is or at Completion will be
        entitled:

      


      
        	 	
                (i)

              	
                to
                  make any claim (including a supplementary claim), disclaimer or
                  election
                  for relief under any Taxation
                  Statute;

              


      

      


      
        	 	
                (ii)

              	
                to
                  appeal against any assessment or determination relating to
                  Taxation;

              


      

      


      
        	 	
                (iii)

              	
                to
                  apply for a postponement of
                  Taxation.

              


      

      


      
        	 	
                (o)

              	
                sections
                  140A, 140D TA 88

              


      

       

      No
        shares
        or securities have been issued by the Company to which the provisions of
        section
        140A or 140D TA 88 have been or could be applied.

      


      
        	
                23.2.

              	
                Corporation
                  tax, including corporation tax on chargeable
                  gains

              


      

      


      
        	 	
                (a)

              	
                Base
                  values and acquisition costs

              


      

       

      If
        each
        of the capital assets of the Company was disposed of on the date hereof for
        a
        consideration equal to the book value of that asset in, or adopted for the
        purposes of, the Accounts or, in the case of assets acquired since the Balance
        Sheet Date, equal to the consideration given upon its acquisition, no liability
        to corporation tax on chargeable gains or balancing charges under the CAA
        would
        arise and for the purpose of determining the liability to corporation tax
        on
        chargeable gains there shall be disregarded any relief and allowances available
        to the Company other than amounts falling to be deducted under section 38,
        TCGA.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (b)

              	
                Capital
                  allowances

              


      

       

      All
        expenditure which the Company has incurred or may incur under any subsisting
        commitment on the provision of machinery, plant or buildings has qualified
        or
        will qualify (if not deductible as a trading expense for trade carried on
        by the
        Company) for writing-down allowances or industrial building allowances (as
        the
        case may be) under CAA and in relation to expenditure incurred but for which
        no
        claim has been made a claim made in the Company’s next corporation tax
        self-assessment return for such allowances in respect of such expenditure
        would
        not be barred by virtue of section 58(4), CAA.

      


      
        	 	
                (c)

              	
                Leased
                  assets

              


      

       

      The
        Company has not made any claim for capital allowances in respect of any asset
        which is leased to or from or hired to or from the Company and no election
        affecting the Company has been made or agreed to be made under sections 177
        or
        183, CAA in respect of such assets.

      


      
        	 	
                (d)

              	
                Finance
                  leases

              


      

       

      The
        Company is not a lessee under a lease to which the provisions of Chapter
        17 of
        Part 2, CAA apply or could apply.

      


      
        	 	
                (e)

              	
                Short
                  life assets

              


      

       

      The
        Company has not made any election under section 85, CAA nor is it taken to
        have
        made such an election under section 89(4), CAA.

      


      
        	 	
                (f)

              	
                Long
                  life assets

              


      

       

      The
        Company has not incurred any long-life asset expenditure within the meaning
        of
        section 90, CAA.

      


      
        	 	
                (g)

              	
                Industrial
                  buildings

              


      

       

      None
        of
        the assets of the Company expenditure on which has qualified for a capital
        allowance under Part 3, CAA has at any time been used otherwise than as an
        industrial building or structure.

      


      
        	 	
                (h)

              	
                Distributions

              


      

      


      
        	 	
                (i)

              	
                No
                  distribution within the meaning of sections 209, 210 and 211, TA
                  88 has
                  been made (or will be deemed to have been made) by the Company
                  after 5
                  April 1965 except dividends shown in its audited accounts and the
                  Company
                  is not bound to make any such
                  distribution.

              


      

      


      
        	 	
                (ii)

              	
                No
                  elections have been made pursuant to section 246A, TA 88 in respect
                  of any
                  dividends and nor has the Company made a distribution to which
                  the
                  provisions of paragraph 2 of Schedule 7, FA 1997 have been, or
                  could be,
                  applied.

              


      

      


      
        	 	
                (iii)

              	
                The
                  Company has not received a dividend in respect of which the payer
                  has made
                  an election under section 246A, TA 88 nor a distribution to which
                  the
                  provisions of paragraph 2 of Schedule 7, FA 1997 have been, or
                  could be,
                  applied.

              


      

      


      
        	 	
                (i)

              	
                Repayments
                  of share capital

              


      

       

      The
        Company has not any time after 6 April 1965 repaid, redeemed or repurchased
        or
        agreed to repay, redeem or repurchase, or granted an option under which it
        may
        become liable to purchase, any shares of any class of its issued share capital
        nor has the Company after that date capitalized or agreed to capitalize in
        the
        form of shares or debentures any profits or reserves of any class or description
        or otherwise issued or agreed to issue any share capital other than for the
        receipt of new consideration (within the meaning of Part VI, TA 88) or passed
        or
        agreed to pass any resolution to do so.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (j)

              	
                Demergers

              


      

       

      The
        Company has not been engaged in nor been a party to any of the transactions
        set
        out in sections 213 to 218 inclusive, TA 88 nor has it made or received a
        chargeable payment as defined in section 218(1), TA 88.

      


      
        	 	
                (k)

              	
                Issues
                  of securities

              


      

       

      No
        securities (within the meaning of section 254(1), TA 88) issued by the Company
        and remaining in issue at the date of this Agreement were issued in such
        circumstances that the interest payable thereon falls to be treated as a
        distribution under either sections 209(2)(d), 209(2)(da) or 209(2)(e), TA
        88,
        nor has the Company agreed to issue such securities in such
        circumstances.

      


      
        	 	
                (l)

              	
                Capital
                  distributions

              


      

       

      The
        Company has not received any capital distribution to which the provisions
        of
        section 189, TCGA could apply.

      


      
        	 	
                (m)

              	
                Land
                  sold and leased back

              


      

       

      The
        Company has not entered into any transaction to which the provisions of section
        779 or 780, TA 88 have been or could be applied.

      


      
        	 	
                (n)

              	
                Foreign
                  loan interest

              


      

       

      The
        Company has not since 31 March 1982 received any foreign loan interest in
        respect of which double taxation relief will or may be restricted under section
        798, TA 88.

      


      
        	 	
                (o)

              	
                Non-deductible
                  payments

              


      

       

      No
        rents,
        interest, annual payments or other sums of an income nature paid or payable
        by
        the Company or which the Company is under an existing obligation to pay in
        the
        future are or may be wholly or partially disallowable as deductions, management
        expenses or charges in computing profits for the purposes of corporation
        tax by
        reason of the provisions of sections 74, 79, 125, 338, 339, 779 to 784
        inclusive, 787 or 788, TA 88 or any other statutory provision or
        otherwise.

      


      
        	 	
                (p)

              	
                Rent
                  payable to connected persons

              


      

       

      No
        rent
        is or has been payable by the Company to which the provisions of sections
        33A
        and 33B, TA 88 could have applied prior to their ceasing to have
        effect.

      


      
        	 	
                (q)

              	
                No
                  unremittable income or gains

              


      

       

      No
        claim
        has been made by the Company under sections 584, 585 or 723 TA 88 or under
        section 279, TCGA.

      


      
        	 	
                (r)

              	
                Payments
                  to directors, officers or employees

              


      

       

      The
        Company has not made or agreed to make any payment to or provided or agreed
        to
        provide any benefit for any director or former director, officer or employee
        of
        the Company, whether as compensation for loss of office, termination of
        employment or otherwise, which is not allowable as a deduction in calculating
        the profits of the Company for Taxation purposes, whether up to or after
        the
        Balance Sheet Date.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (s)

              	
                Disallowance
                  of trading losses and advance corporation tax carry
                  forward

              


      

       

      No
        change
        of ownership of the Company has taken place in circumstances such that section
        768 (change in ownership of company: disallowance of trading losses) or section
        245, TA 88 (change in ownership of company: calculation and treatment of
        advance
        corporation tax) has or may be applied to deny relief for a loss or losses
        incurred by the Company and within the period of three years ending with
        the
        date of this Agreement there has been no major change in the nature or conduct
        of any trade or business (as defined in section 768 and section 245, TA 88)
        carried on by the Company.

      


      
        	 	
                (t)

              	
                Transfer
                  pricing

              


      

       

      The
        Company is not a party to any transaction or arrangement under which it may
        be
        required to pay for any asset or any services or facilities of any kind an
        amount which is in excess of the market value of that asset or those services
        or
        facilities, neither is or was the Company a party to any transaction or
        arrangements to which the provisions of section 770A and Schedule 28 AA,
        TA 88
        may apply and nor will the Company receive any payment for an asset or any
        services or facilities of any kind that it has supplied or provided or is
        liable
        to supply or provide which is less than the market value of that asset or
        those
        services or facilities.

      


      
        	 	
                (u)

              	
                Transactions
                  not at arm’s length

              


      

       

      The
        Company has not disposed of or acquired any asset in circumstances falling
        within section 17 or 19, TCGA nor given or agreed to give any consideration
        to
        which section 128(1)(2), TCGA could apply.

      


      
        	 	
                (v)

              	
                Transactions
                  between connected persons

              


      

       

      No
        allowable loss has accrued to the Company to which section 18(3), TCGA will
        apply.

      


      
        	 	
                (w)

              	
                Chargeable
                  debts

              


      

       

      The
        Company is not owed a debt, other than a debt on a security, on the disposal
        or
        satisfaction of which a liability to corporation tax on chargeable gains
        will
        arise by reason of section 251, TCGA.

      


      
        	 	
                (x)

              	
                Relief
                  for loans to traders and qualifying corporate
                  bonds

              


      

       

      No
        claim
        for relief has been allowed to the Company pursuant to sections 253 and 254,
        TCGA in respect of any loan and no chargeable gain has or is likely to arise
        pursuant to section 253 (5), (6), (7) or (8) or section 254 (9) or (10),
        TCGA.

      
         

        
          	 	
                  (y)

                	
                  Chargeable
                    policies

                


        

         

        The
          Company has not acquired benefits under any policy of assurance otherwise
          than
          as the original holder of legal and beneficial title.

        


        
          	 	
                  (z)

                	
                  Postponement
                    of gains relating to overseas trade

                


        

         

        No
          claim
          or election affecting the Company has been made (or assumed to be made)
          under
          sections 140, 140C or 187 TCGA.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (aa)

              	
                Depreciatory
                  transactions

              


      

      


      
        	 	
                (i)

              	
                No
                  allowable loss which might accrue on the disposal by the Company
                  of any
                  share in or security of any company is likely to be reduced by
                  virtue of
                  the provisions of sections 176 and 177,
                  TCGA.

              


      

      


      
        	 	
                (ii)

              	
                The
                  Company has not been a party to any scheme or arrangement whereby
                  the
                  value of an asset has been materially reduced as set out in sections
                  30-34, TCGA.

              


      

      


      
        	 	
                (bb)

              	
                Restriction
                  of straightline growth

              


      

       

      No
        asset
        owned by the Company is subject to a deemed disposal and re-acquisition under
        Schedule 2, TCGA so as to restrict the extent to which the gain or loss over
        the
        period of ownership may be apportioned by reference to straightline
        growth.

      


      
        	 	
                (cc)

              	
                Other
                  claims made by the Company

              


      

       

      The
        Company has made no claim under any of the following:

      


      
        	 	
                (i)

              	
                section
                  280, TCGA (tax on chargeable gains payable by
                  installments);

              


      

      


      
        	 	
                (ii)

              	
                section
                  24(2), TCGA (assets of negligible
                  value);

              


      

      


      
        	 	
                (iii)

              	
                section
                  242(2), TCGA (small part disposals of land);
                  or

              


      

      


      
        	 	
                (iv)

              	
                section
                  139, FA 1993 (deferral of unrealized exchange
                  gains).

              


      

      


      
        	 	
                (dd)

              	
                Gifts

              


      

       

      The
        Company has not received any assets by way of gift as mentioned in section
        282,
        TCGA and the Company has not held, and does not hold, shares in a company
        to
        which section 125, TCGA could apply.

      


      
        	 	
                (ee)

              	
                Non-resident
                  companies

              


      

      


      
        	 	
                (i)

              	
                There
                  has not accrued or arisen any income, profit or gain in respect
                  of which
                  the Company may be liable to corporation tax by virtue of the provisions
                  of section 13, TCGA or Chapter IV of Part XVII, TA
                  88.

              


      

      


      
        	 	
                (ii)

              	
                The
                  Company has not been served with a notice in respect of the unpaid
                  corporation tax liability of any company pursuant to section 191,
                  TCGA.

              


      

      


      
        	 	
                (ff)

              	
                Controlled
                  foreign companies

              


      

       

      No
        notice
        of the making of a direction under section 747, TA 88 has been received by
        the
        Company and no circumstances exist which would entitle the Inland Revenue
        to
        make such a direction or to apportion any profits of a controlled foreign
        company to the Company pursuant to section 752, TA 88 .

      


      
        	 	
                (gg)

              	
                Agent
                  for non-residents

              


      

       

      The
        Company has not been a party to any transaction or arrangement whereby it
        is or
        may hereafter become liable for Taxation under or by virtue of section 42A,
        TA
        88 or regulations made thereunder or section 126, FA 1995.

      


      
        	 	
                (hh)

              	
                Profit-related
                  pay

              


      

       

      No
        scheme
        registered under Chapter III of Part V, TA 88 applies to the Company or any
        of
        its employees and no application for registration of a scheme so applying
        has
        been made.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (ii)

              	
                Payment
                  from pension funds

              


      

       

      The
        Company has not received a payment out of funds held for the purposes of
        an
        exempt approved scheme in respect of which an amount is recoverable by the
        Inland Revenue under section 601, TA 88.

      


      
        	 	
                (jj)

              	
                Claims
                  and elections

              


      

      


      
        	 	
                (i)

              	
                The
                  Disclosure Documents contain full particulars of all claims and
                  elections
                  made (or assumed to be made) under sections 23, 152-162 or 165,
                  175, 247,
                  248, TCGA insofar as they could affect the chargeable gain or allowable
                  loss which would arise in the event of a disposal by the Company
                  of any of
                  its assets, and indicates which assets (if any) so affected would
                  not on a
                  disposal give rise to relief under Schedule 4,
                  TCGA.

              


      

      


      
        	 	
                (ii)

              	
                The
                  Disclosure Documents contain full particulars of elections made
                  under:

              


      

      


      
        	 	
                (A)

              	
                Regulation
                  10 of The Exchange Gains and Losses (Alternative Method of Calculating
                  of
                  Gain or Loss) Regulations 1994 and whether or not such elections
                  have been
                  varied; and

              


      

      


      
        	 	
                (B)

              	
                Regulations
                  3 or 4 of The Local Currency Elections Regulations 1994 and each
                  such
                  election is still valid.

              


      

      


      
        	 	
                (kk)

              	
                Loan
                  relationships

              


      

      


      
        	 	
                (i)

              	
                All
                  interests, discounts and premiums payable by the Company in respect
                  of its
                  loan relationships (within the meaning of section 81, FA 1996)
                  are
                  eligible to be brought into account by the Company as a debit for
                  the
                  purposes of Chapter II of Part IV, FA 1996 at the time and to the
                  extent
                  that such debits are recognised in the statutory accounts of the
                  Company.

              


      

      


      
        	 	
                (ii)

              	
                The
                  Disclosure Documents contain full particulars of any debtor relationship
                  (within the meaning of section 103, FA 1996) of the Company which
                  relates
                  to a relevant discounted security (within the meaning of paragraph
                  3 of
                  Schedule 13, FA 1996) to which paragraph 17 or 18 of Schedule 9,
                  FA 1996
                  applies.

              


      

      


      
        	 	
                (iii)

              	
                The
                  Company has not been a party to a loan relationship which had an
                  unallowable purpose (within the meaning of paragraph 13 of Schedule
                  9, FA
                  1996).

              


      

      


      
        	 	
                (iv)

              	
                The
                  Disclosure Documents contain full particulars
                  of:

              


      

      


      
        	 	
                (A)

              	
                any
                  loan relationships to which the Company is a party to which paragraph
                  8 of
                  Schedule 15, FA 1996 has applied or will apply on the occurrence
                  of a
                  relevant event (within the meaning of paragraph 8(2) of Schedule
                  15, FA
                  1996);

              


      

      


      
        	 	
                (B)

              	
                the
                  amount of any deemed chargeable gain or deemed allowable loss that
                  has
                  arisen or will arise on the occurrence of such relevant event;
                  and

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (C)

              	
                any
                  election made pursuant to paragraph 9 of Schedule 15, FA
                  1996.

              


      

      


      
        	 	
                (v)

              	
                The
                  Company has not entered into any transaction to which paragraph
                  11 of
                  Schedule 9, FA 1996 applies.

              


      

      


      
        	 	
                (ll)

              	
                Advance
                  Corporation Tax/Shadow Advance Corporation
                  Tax

              


      

      


      
        	 	
                (i)

              	
                The
                  Company does not have any unrelieved surplus advance corporation
                  tax
                  eligible for carry forward and nor has the Company at any time
                  after 5
                  April 1999 set surplus advance corporation tax against corporation
                  tax
                  which could be displaced so as to give rise to a liability of the
                  Company
                  to make a payment of or in respect of corporation
                  tax.

              


      

      


      
        	 	
                (ii)

              	
                The
                  Company does not have any surplus shadow advance corporation tax
                  nor will
                  the Company at any time in the future be treated as having surplus
                  shadow
                  advance corporation tax as a consequence of any act or omission
                  of the
                  Seller or any Indirect Shareholder.

              


      

      


      
        	
                23.3.

              	
                Corporation
                  tax - groups of companies

              


      

      


      
        	 	
                (a)

              	
                Group
                  relief and consortium relief

              


      

       

      The
        Disclosure Documents contain full particulars of all arrangements and agreements
        relating to group relief (as defined by section 402, TA 88) to which the
        Company
        is or has been a party and:

      


      
        	 	
                (i)

              	
                all
                  claims by the Company for group relief were when made and are now
                  valid
                  and have been or will be allowed by way of relief from corporation
                  tax;

              


      

      


      
        	 	
                (ii)

              	
                the
                  Company has not made nor is liable to make any payment under any
                  arrangement or agreement save in consideration for the surrender
                  of group
                  relief allowable to the Company by way of relief from corporation
                  tax;

              


      

      


      
        	 	
                (iii)

              	
                the
                  Company has received all payments due to it under any arrangement
                  or
                  agreement for any surrender of group relief made by it and the
                  payments
                  are not liable to be refunded in whole or in
                  part;

              


      

      


      
        	 	
                (iv)

              	
                no
                  such payment exceeds or could exceed the amount permitted by section
                  402(6), TA 88; and

              


      

      


      
        	 	
                (v)

              	
                no
                  arrangements such as are specified in section 410(1)-(6), TA 88
                  exist or
                  existed for any period of account in respect of which a surrender
                  has been
                  made or purports to have been made.

              


      

      


      
        	 	
                (b)

              	
                Surrender
                  of advance corporation tax

              


      

       

      The
        Disclosure Documents contain full particulars of all arrangements and agreements
        to which the Company is or has been a party relating to the surrender of
        advance
        corporation tax made or received by the Company under section 240, TA 88
        and:

      


      
        	 	
                (i)

              	
                the
                  Company has not paid nor is liable to pay for the benefit of any
                  advance
                  corporation tax which is or may become incapable of set-off against
                  the
                  Company’s liability to corporation
                  tax;

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (ii)

              	
                the
                  Company has received all payments due to it under any arrangement
                  or
                  agreement for any surrender of advance corporation tax made by
                  it and the
                  payments are not liable to be refunded in whole or in
                  part;

              


      

      


      
        	 	
                (iii)

              	
                no
                  such payment exceeds or could exceed the amount permitted by section
                  240(8), TA 88; and

              


      

      


      
        	 	
                (iv)

              	
                no
                  arrangements such as are specified in section 240(11), TA 88 whereby
                  any
                  person could obtain control of the Company exist or existed for
                  any period
                  in respect of which a claim under section 240, TA 88 has been made
                  or
                  purports to have been made.

              


      

      


      
        	 	
                (c)

              	
                Transfer
                  of Tax Refunds

              


      

       

      The
        Disclosure Documents contain full particulars of all arrangements and agreements
        relating to the transfer of tax refunds to which the Company is or has been
        a
        party and:

      


      
        	 	
                (i)

              	
                all
                  claims by the Company for the transfer of tax refunds were when
                  made and
                  are now valid and have been or will be allowed by way of discharging
                  the
                  liability of the Company to pay any corporation
                  tax;

              


      

      


      
        	 	
                (ii)

              	
                the
                  Company has not made nor is liable to make any payment under any
                  arrangement or agreement save in consideration for the transfer
                  of tax
                  refunds allowable to the Company by way of discharge from liability
                  to
                  corporation tax and equivalent to the Taxation for which the Company
                  would
                  have been liable but for the
                  transfer;

              


      

      


      
        	 	
                (iii)

              	
                the
                  Company has received all payments due to it under any such arrangement
                  or
                  agreement or transfer of tax refunds made by it and the payments
                  are not
                  liable to be refunded in whole or in
                  part;

              


      

      


      
        	 	
                (iv)

              	
                no
                  such payment exceeds or could exceed the amount permitted by section
                  102(7), FA 1989; and

              


      

      


      
        	 	
                (v)

              	
                no
                  arrangements such as specified in section 410(1)-(6), TA 88 exist
                  or
                  existed for any period in respect of which a claim under section
                  102, FA
                  1989 has been made or purports to have been
                  made.

              


      

      


      
        	 	
                (d)

              	
                Acquisitions
                  from group members

              


      

       

      No
        tax
        has been or may be assessed on the Company pursuant to section 190, TCGA
        in
        respect of any chargeable gain accrued prior to the date of this Agreement
        and
        the Company has not at any time within the period of six years ending with
        the
        date of this Agreement transferred any asset other than trading stock including
        without limitation any transfer by way of share exchange within section 135,
        TCGA to any company which at the time of disposal was a member of the same
        group
        as defined in section 170, TCGA.

      


      
        	 	
                (e)

              	
                Notional
                  group transfers

              


      

       

      The
        Company has not entered into an election pursuant to section 171A(2), TCGA
        and
        nor is the Company under any obligation to enter into such an
        election.

      


      
        	 	
                (f)

              	
                Leaving
                  the group

              


      

       

      The
        execution or completion of this Agreement or any other event since the Balance
        Sheet Date will not result in any chargeable asset being deemed to have been
        disposed of and re-acquired by the Company for Taxation purposes pursuant
        to
        section 178 or 179, TCGA or as a result of any other Event since the Balance
        Sheet Date.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (g)

              	
                Group
                  income

              


      

       

      The
        Disclosure Documents contain full particulars of all elections made by the
        Company under section 247, TA 88 and all such elections are now in force
        and the
        Company has not at any time prior to 6 April 1999 paid any dividend without
        advance corporation tax or at any time made any payment without deduction
        of
        income tax in the circumstances specified in section 247(6), TA 88 and no
        assessment has been made on the Company in respect of advance corporation
        tax
        which ought to have been paid or income tax which ought to have been
        deducted.

      


      
        	 	
                (h)

              	
                Capital
                  losses

              


      

       

      The
        Company has no capital losses the set-off of which are or may be restricted
        by
        section 177A and Schedule 7A, TCGA.

      


      
        	
                23.4.

              	
                Close
                  companies

              


      

      


      
        	 	
                (a)

              	
                Close
                  company status

              


      

       

      The
        Company has at all times been a close company within the meaning of sections
        414
        and 415, TA 88.

      


      
        	 	
                (b)

              	
                Close
                  investment-holding company status

              


      

       

      The
        Company has not in any accounting period beginning after 31 March 1989 been
        a
        close investment-holding company as defined in section 13A, TA 88.

      


      
        	 	
                (c)

              	
                Distributions

              


      

       

      No
        distribution within section 418, TA 88 has ever been made by the
        Company.

      


      
        	 	
                (d)

              	
                Loans
                  to participators

              


      

       

      Any
        loans
        or advances made or agreed to be made by the Company within sections 419
        and 420
        or 422, TA 88 have been Disclosed and the Company has not released or written
        off or agreed to release or write off the whole or any part of any such loans
        or
        advances.

      


      
        	
                23.5.

              	
                Inheritance
                  tax

              


      

      


      
        	 	
                (a)

              	
                No
                  transfers of value and associated
                  operations

              


      

       

      The
        Company has made no transfers of value within sections 94 and 202, ITA nor
        has
        the Company received a transfer of value such that liability might arise
        under
        section 199, ITA nor has the Company been party to associated operations
        in
        relation to a transfer of value as defined by section 268, ITA.

      


      
        	 	
                (b)

              	
                Inland
                  Revenue charge

              


      

       

      There
        is
        no unsatisfied liability to inheritance tax attached to or attributable to
        the
        Shares or any asset of the Company and none of them are subject to an Inland
        Revenue charge as mentioned in section 237 and 238, ITA.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (c)

              	
                Power
                  of sale, mortgage or charge

              


      

       

      No
        asset
        owned by the Company nor the Shares are liable to be subject to any sale,
        mortgage or charge by virtue of section 212, ITA.

      


      
        	
                23.6.

              	
                VAT

              


      

      


      
        	 	
                (a)

              	
                Returns
                  and payments

              


      

      


      
        	 	
                (i)

              	
                The
                  Company is a taxable person duly registered for the purposes of
                  VAT.

              


      

      


      
        	 	
                (ii)

              	
                The
                  Company has complied with all statutory provisions, rules, regulations,
                  orders and directions in respect of VAT, has promptly submitted
                  accurate
                  returns, and the Company maintains full and accurate VAT records,
                  has
                  never been subject to any interest, forfeiture, surcharge or penalty
                  nor
                  been given any notice under sections 59 or 64, VATA nor been given
                  a
                  warning within section 76(2), VATA nor has the Company been required
                  to
                  give security under paragraph 4 of Schedule 11,
                  VATA.

              


      

      


      
        	 	
                (iii)

              	
                VAT
                  has been duly paid or provision has been made in the Accounts for
                  all
                  amounts of VAT for which the Company is
                  liable.

              


      

      


      
        	 	
                (b)

              	
                Taxable
                  supplies and input tax credit

              


      

       

      All
        supplies made by the Company are taxable supplies and the Company has not
        been
        and will not be denied full credit for all input tax by reason of the operation
        of sections 25 and 26, VATA and regulations made thereunder or for any other
        reasons and no VAT paid by the Company is not input tax as defined in section
        24, VATA and regulations made thereunder.

      


      
        	 	
                (c)

              	
                VAT
                  groups

              


      

       

      The
        Company is not and has not been for VAT purposes a member of any group of
        companies other than the Group and no act or transaction has been effected
        in
        consequence whereof the Company is or may be held liable for any VAT arising
        from supplies made by another company and no direction has been given nor
        will
        be given by H M Customs & Excise under Schedule 9A, VATA as a result of
        which the Company would be treated for the purposes of VAT as a member of
        a
        group.

      


      
        	 	
                (d)

              	
                Transactions
                  between connected persons

              


      

       

      The
        Company has not been or agreed to be party to any transaction or arrangement
        in
        relation to which a direction has been or could be made under paragraph 1
        of
        Schedule 6, VATA or to which paragraph 2(3A) of Schedule 10, VATA
        applied.

      


      
        	 	
                (e)

              	
                Charge
                  to VAT as agent or representative

              


      

       

      The
        Company is not and has not agreed to become liable for VAT by virtue of section
        47 and 48, VATA.

      


      
        	 	
                (f)

              	
                VAT
                  and Properties

              


      

       

      The
        Company or its relevant associate for the purposes of paragraph 3(7) of Schedule
        10, VATA has exercised the election to waive exemption from VAT (pursuant
        to
        paragraph 2 of Schedule 10, VATA) only in respect of those Properties listed
        (as
        having been the subject of such an election) in the Disclosure Documents
        and:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (i)

              	
                neither
                  the Company nor its relevant associate has any intention or obligation
                  to
                  exercise such an election in respect of any other of the
                  Properties;

              


      

      


      
        	 	
                (ii)

              	
                all
                  things necessary for the election to have effect have been done
                  and in
                  particular any notification and information required by paragraph
                  3(6) of
                  Schedule 10, VATA has been given and any permission required by
                  paragraph
                  3(9) of Schedule 10, VATA has been properly
                  obtained;

              


      

      


      
        	 	
                (iii)

              	
                a
                  copy of the notification and of any permission obtained from H
                  M Customs
                  & Excise in connection with the election is included in the Disclosure
                  Documents;

              


      

      


      
        	 	
                (iv)

              	
                no
                  election has or will be disapplied or rendered ineffective by virtue
                  of
                  the application of the provisions of paragraph 2 (3AA) of Schedule
                  10,
                  VATA;

              


      

      


      
        	 	
                (v)

              	
                in
                  no case has the Company charged VAT, whether on rents or otherwise,
                  which
                  is not properly chargeable; and

              


      

      


      
        	 	
                (vi)

              	
                the
                  Company has not agreed to refrain from making an election in relation
                  to
                  any of the Properties.

              


      

      


      
        	 	
                (g)

              	
                Capital
                  goods scheme

              


      

       

      The
        Company does not own and has not at any time within the period of ten years
        preceding the date hereof owned any assets which are capital items subject
        to
        the Capital Goods Scheme under Part XV of the VAT Regulations 1995.

      


      
        	 	
                (h)

              	
                Bad
                  debt relief

              


      

       

      The
        Company has not made any claim for bad debt relief under section 36, VATA
        and
        details of any claim it could make have been disclosed.

      


      
        	 	
                (i)

              	
                Self
                  billing

              


      

       

      The
        Company has not entered into any self billing arrangement in respect of supplies
        made by any other person nor has it at any time agreed to allow any such
        person
        to make out VAT invoices in respect of supplies made by the
        Company.

      


      
        	
                23.7.

              	
                Stamp
                  duty

              


      

      


      
        	 	
                (a)

              	
                Stamp
                  duty

              


      

       

      All
        stampable documents wheresoever executed (other than those which have ceased
        to
        have any legal effect) to which the Company is a party have been duly stamped
        or
        stamped with a particular stamp denoting that no stamp duty is chargeable.
        Since
        the Balance Sheet Date there have been and are no circumstances or transactions
        to which the Company is or has been a party such that a liability to stamp
        duty
        or any penalty in respect of such duty will arise on the Company.

      


      
        	 	
                (b)

              	
                Stamp
                  duty reserve tax

              


      

       

      Since
        the
        Balance Sheet Date the Company has not incurred any liability to or been
        accountable for any stamp duty reserve tax and there has been no agreement
        within section 87(1), FA 1986 which could lead to the Company incurring such
        a
        liability or becoming so accountable.

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      SCHEDULE
        7

      BASIS
        FOR PREPARATION OF THE COMPLETION ACCOUNTS

      


      1. GENERAL
        REQUIREMENTS

      


      Subject
        to the provisions of paragraphs 2 to 4 hereof, the Completion Accounts shall
        be
        prepared under the historical cost convention and in accordance with GAAP
        and,
        subject as aforesaid, on a basis consistent with the audited consolidated
        balance sheet and profit and loss account of the Group made up to the Balance
        Sheet Date. Paragraphs 2 and 3 shall have priority over paragraph
        4.

       

      2. BALANCE
        SHEET

      


      Unless
        already taken into account, the following principles shall be observed in
        drawing up the balance sheet which is to form part of the Completion
        Accounts:

      


      
        	
                2.1

              	
                sums
                  receivable in respect of debtors shall not be included at sums
                  higher than
                  the amounts collectable, making appropriate provision for doubtful
                  debts;

              


      

      


      
        	2.2	
                stocks
                  and work-in-progress shall be valued at the lower of cost and net
                  realizable value;

              


      

      


      
        	2.3	
                liabilities
                  shall include accruals at the close of business on the date of
                  Completion;

              


      

      


      
        	2.4	
                no
                  value shall be attributable to goodwill or any other intangible
                  asset;

              


      

      


      
        	
                2.5

              	
                immovable
                  property and other fixed assets shall be included at their net
                  book value
                  as at the Balance Sheet Date (or at cost if purchased after the
                  Balance
                  Sheet Date) less depreciation on cost at the following
                  rates:

              


      

      


      (a) plant
        and
        machinery 15% per annum;

      


      
        	
                2.6

              	
                full
                  provision shall be made for all Taxation, including deferred taxation
                  which, for the avoidance of doubt, shall be included as a
                  liability.

              


      

      


      
        	
                2.7

              	
                US$10,000
                  for various legal expenses shall be added to current
                  liabilities.

              


      

      


      
        	
                2.8

              	
                an
                  amount equal to the actual tax cost and project tax cost of the
                  rent paid
                  on the flat in Chester for the use of John Bohill and Cathal Sheehy
                  shall
                  be added to current liabilities.

              


      

       

      3. TRUE
        AND FAIR VIEW

      


      The
        Completion Accounts shall show a true and fair view of the state of affairs
        of
        the Group at the close of business on the date of Completion and of the
        [profits]/[losses] of the Group for the period beginning on the day immediately
        following the Balance Sheet Date and ending on the date of
        Completion.

       

      4. CHANGES
        IN ACCOUNTING STANDARDS

      


      Unless
        otherwise taken into account in accordance with the preceding provisions
        of this
        Schedule, the Completion Accounts shall be prepared without regard to any
        changes in Accounting Standards from those applied in the preparation of
        the
        Accounts.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      SCHEDULE
        8 

      


      INTENTIONALLY
        OMITTED

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      SCHEDULE
        9

      


      INTENTIONALLY
        OMITTED

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        10

      


      COMPLETION

       

      PART
        1

      1. WARRANTORS
        OBLIGATIONS

      


      On
        Completion, the Warrantors shall deliver to the Buyer:

      


      
        	
                1.1

              	
                a
                  copy of the minutes of a meeting of the directors of the Warrantor
                  that is
                  a body corporate authorising the execution by that Warrantor of
                  this
                  Agreement, and the Transaction Documents to which it is a party
                  (such copy
                  minutes being certified as correct by the secretary of that
                  Warrantor);

              


      

      


      
        	
                1.2

              	
                statements
                  from each of the banks at which the Company and each of the Subsidiaries
                  maintains an account of the amount standing to the credit or debit
                  of all
                  such accounts as at the close of business on the last Business
                  Day prior
                  to Completion;

              


      

      


      
        	
                1.3

              	
                statement
                  identifying all cheques outstanding and unpaid on the bank accounts
                  of the
                  Company and each of the Subsidiaries as shown by the certificates
                  referred
                  to in paragraph 1.2;

              


      

      


      
        	
                1.4

              	
                the
                  cheque books relating to all the bank accounts of the Company and
                  each of
                  the Subsidiary together with confirmation that no cheques have
                  been
                  written by the Company or any of the Subsidiary since preparation
                  of the
                  statements referred to in paragraph
                  1.3;

              


      

      


      
        	
                1.5

              	
                evidence
                  in the agreed terms that all debts and accounts between any member
                  of the
                  Group or any Affiliate of any member of the Group (of the one part)
                  and
                  the Warrantors and any Connected Person or Affiliate of any of
                  the
                  Warrantors (of the other part) have been fully paid and
                  settled;

              


      

      


      
        	1.6	
                INTENTIONALLY
                  OMITTED

              


      

      


      
        	
                1.7

              	
                all
                  charges, mortgages, debentures and guarantees to which the Company
                  or any
                  of the Subsidiary is a party together with duly sealed discharges
                  and
                  (where applicable) forms No. 403a duly sworn and completed in respect
                  of
                  the same and any covenants in connection with
                  them;

              


      

      


      
        	
                1.8

              	
                the
                  Transaction Documents duly executed by all parties to them other
                  than the
                  Buyer and the Buyer’s Parent;

              


      

      


      
        	
                1.9

              	
                transfers
                  of the Seller’s Shares and the Minority Sellers’ Shares duly executed by
                  the registered holders thereof in favor of the Buyer or its nominee(s)
                  together with the relevant share certificates in the names of such
                  registered holders;

              


      

      


      
        	
                1.10

              	
                such
                  waivers, consents or other documents (including any power of attorney
                  under which any document required to be delivered under part 1
                  of this
                  Schedule has been executed) in the agreed terms to enable the Buyer
                  and
                  its nominee(s) to be registered as the holders of the
                  Shares;

              


      

      


      
        	
                1.11

              	
                certificates
                  in respect of all issued shares in the capital of each of the Subsidiary
                  and duly executed transfers of all shares in any Sub held by any
                  nominee
                  for the Company or another Sub in favor of such persons as the
                  Buyer shall
                  direct;

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                1.12

              	
                irrevocable
                  powers of attorney in the agreed terms executed by the Seller and
                  the
                  Minority Sellers in favor of the Buyer or its nominee(s) to enable
                  the
                  beneficiary (pending registration of the transfers of the Seller’s Shares
                  and the Minority Sellers’ Shares) to exercise all voting and other rights
                  attaching to the Seller’s Shares and the Minority Sellers’ Shares and to
                  appoint proxies for this purpose;

              


      

      


      
        	
                1.13

              	
                the
                  statutory registers and minute books (properly written up to the
                  time
                  immediately prior to Completion), the common seal (if any), the
                  certificate of incorporation and (if applicable) any certificate
                  of
                  incorporation on change of name of the Company and each of the
                  Subsidiary;

              


      

      


      
        	1.14	
                the
                  documents of title to the
                  Properties;

              


      

      


      
        	
                1.15

              	
                the
                  written resignations in the agreed terms of all the Directors (except
                  John
                  Bohill) secretary of the Company and the Subsidiary from their
                  respective
                  offices, such resignations to take effect from
                  Completion;

              


      

      


      
        	
                1.16

              	
                the
                  written resignation of the auditors of the Company and of each
                  of the
                  Subsidiary in the agreed terms to take effect from Completion containing
                  the statements referred to in section 394(1), CA 85 that they consider
                  there are no such circumstances as are mentioned in that section
                  and
                  confirming that they have deposited or shall deposit that statement
                  in
                  accordance with section 394(2), CA 85 at the respective registered
                  offices
                  of the Company and each of the
                  Subsidiary;

              


      

      


      
        	
                1.17

              	
                completed
                  and signed Form 8832, Entity Classification Election, with regard
                  to the
                  Company and each Subsidiary, dated as of at least 1 day prior to
                  the
                  Completion Date; and

              


      

      


      
        	
                1.18

              	
                completed
                  and signed documents necessary to transfer title to www.ingramstock.com
                  from John Bohill to the Company.

              


      

       

      2. BUYER’S
        OBLIGATIONS

       

      
        	2.1	
                On
                  Completion, the Buyer and Buyer’s Parent shall deliver to the Warrantors’
                  Solicitors (or
                  at the written direction of the Warrantors’ Solicitors to an account in
                  the name of Singer & Friedlander at Chase Manhattan Bank in New York),
                  the Warrantors’ Solicitors or Singer & Friedlander
                  the consideration and documents set out in clause
                  6.3.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      PART
        2

      


      On
        Completion, the Warrantors shall cause a board meeting of the Company and
        of
        each of the Subsidiary to be held at which:

      


      
        	
                1.

              	
                in
                  the case of the Company only, the transfers referred to in 1.9
                  of part 1
                  shall be passed for registration and registered (subject to being
                  duly
                  stamped, which shall be at the cost of the
                  Buyer);

              


      

      


      
        	
                2.

              	
                persons
                  nominated by the Buyer (in the case of directors subject to any
                  maximum
                  number imposed by the relevant articles of association) shall be
                  appointed
                  additional directors;

              


      

      


      
        	
                3.

              	
                the
                  resignations referred to in 1.15 and 1.16 of part 1 shall be tendered
                  and
                  accepted so as to take effect at the close of the
                  meeting;

              


      

      


      
        	
                4.

              	
                service
                  agreements shall be entered into between the Company and Louis
                  Ingram,
                  John Bohill and Cathal Sheehy;

              


      

      


      
        	
                5.

              	
                Thomas
                  V. Butta shall be appointed Chairman of the board of directors
                  of the
                  Company and each subsidiary;

              


      

      


      
        	
                6.

              	
                all
                  existing instructions and authorities to bankers shall be revoked
                  and
                  shall be replaced with alternative instructions, mandates and authorities
                  in such form as the Buyer may
                  require;

              


      

      


      
        	
                7.

              	
                the
                  registered office shall be changed to 21 Station Road, Watford,
                  Hertfordshire WD17 1HT;

              


      

      


      
        	
                8.

              	
                the
                  accounting reference date shall be changed to 31
                  December;

              


      

      


      
        	
                9.

              	
                Messrs.
                  Baker Tilly shall be appointed
                  auditors.

              


      

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        11

      


      


      INTELLECTUAL
        PROPERTY

      


      REGISTERED
        INTELLECTUAL PROPERTY

      


      www.ingramstock.com

      


      www.ingrampublishing.com

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        12

      


      INTENTIONALLY
        OMITTED

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        13

       

      LIMITATION
        OF WARRANTORS’LIABILITY

       

      PART
        1

       

      GENERAL
        LIMITATIONS

       

      


      
        	
                1.

              	
                In
                  this Schedule 13 the following definitions and rules of interpretation
                  apply:

              


      

      


      Claim:
        a claim
        for losses, damages, liabilities, costs and expenses (including, without
        limitation, fines, penalties, judgements and awards under the
        Warranties.

      


      Substantiated
        Claim:
        a Claim
        in respect of which liability is admitted by the Party against whom such
        Claim
        is brought or which has been adjudicated upon by a Court of competent
        jurisdiction and no right of appeal lies in respect of such adjudication
        or the
        Parties are debarred by passage of time from making an appeal.

      


      
        	
                2.

              	
                A
                  Claim is connected with another Claim or Substantiated Claim if
                  they all
                  arise out of the occurrence of the same event or relate to the
                  same
                  subject matter.

              


      

      


      
        	
                3.

              	
                This
                  Schedule 13 limits the liability of the Warrantors in relation
                  to any
                  Claim.

              


      

      


      
        	
                4.

              	
                The
                  liability of the Warrantors for all Substantiated Claims when taken
                  together will not exceed the aggregate
                  of:

              


      

      


      
        	
                4.1

              	
                US$1,000,000
                  cash; and

              


      

      


      
        	
                4.2

              	
                the
                  cash proceeds received from the sale of any Preferred Stock or
                  Common
                  Stock held by any of Louis Ingram, John Bohill, Cathal Sheehy or
                  Clonure
                  Limited; and 

              


      

      


      
        	
                4.3

              	
                the
                  value of all unsold Preferred Stock and Common Stock held or transferred
                  by Louis Ingram, John Bohill, Cathal Sheehy and Clonure Limited
                  at the
                  time of any Substantiated Claim;
                  and

              


      

      


      
        	
                4.4

              	
                the
                  aggregate sum of clause 4.1, 4.2 and 4.3 shall not exceed
                  US$5,100,000.

              


      

      


      
        	
                4.5

              	
                The
                  Warrantors may satisfy a Substantiated Claim by transferring Preferred
                  Stock and/or Common Stock to the Buyer, provided, however, that
                  the
                  Warrantors have previously paid to the Buyer the sums referred
                  in clause
                  4.1 and 4.2 toward satisfaction of one or more Substantiated Claims.
                  The
                  value of each share of the Common Stock transferred under this
                  clause 4.5
                  shall be the average of the Closing Price (or mean of bid and ask)
                  of the
                  Common Stock for the 20 trading days ending on the day before the
                  shares
                  of Common Stock are transferred to the Buyer (“Average
                  Price”).
                  The value of each share of The Preferred Stock transferred under
                  this
                  clause 4.5 shall be the product of the face value of each share
                  divided by
                  the Average Price.

              


      

      
         

        
          	
                  5.

                	
                  The
                    Warrantors will not be liable for a Claim
                    unless:

                


        

      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  5.1.1

                	
                  the
                    amount of a Substantiated Claim exceeds £2,500 or £5,000 in the case of a
                    Substantiated Claim in respect of all Unregistered Intellectual
                    Property
                    (including any Intellectual Property which is registrable) other
                    than Material Unregistered Intellectual
                    Property.

                


        

      

      


      
        	 	
                5.1.2

              	
                the
                  amount of all Substantiated Claims that are not excluded under
                  paragraph
                  5(a) when taken together, exceeds £55,000 in which case, the whole amount
                  (and not just the amount by which the limit in this sub-paragraph
                  is
                  exceeded) is recoverable by the
                  Buyer.

              


      

      


      
        	
                6.

              	
                The
                  Warrantors are not liable for any Claim to the extent
                  that:

              


      

      


      
        	 	
                6.1.1

              	
                the
                  Claim is in respect of a breach of Warranty and relates to matters
                  Disclosed; or

              


      

      


      
        	 	
                6.1.2

              	
                proper
                  provision or reserve is made for the matter giving rise to the
                  Claim in
                  the Accounts or Completion Accounts unless (and then only to the
                  extent
                  that) such provision or reserve is
                  insufficient.

              


      

      


      
        	
                7.

              	
                The
                  Warrantors will not be liable for a Claim to the extent that the
                  same
                  would not have occurred but for:

              


      

      


      
        	 	
                7.1.1

              	
                any
                  voluntary act, omission or transaction of the Buyer or any member
                  of the
                  Buyer’s Group, or the respective directors, employees or agents or
                  successors in title, after Completion done or omitted otherwise
                  than in
                  the ordinary course of the business of the relevant
                  company;

              


      

      


      
        	 	
                7.1.2

              	
                the
                  passing of, or any change in, after the date of this Agreement,
                  any law,
                  rule, regulation or administrative practice of any government,
                  governmental department, agency or regulatory body including (without
                  prejudice to the generality of the foregoing) any increase in the
                  rates of
                  Taxation or any imposition of Taxation or any withdrawal of relief
                  from
                  Taxation not actually or prospectively in effect at the date of
                  this
                  Agreement;

              


      

      


      
        	 	
                7.1.3

              	
                any
                  change in accounting or Taxation policy, bases, estimation technique
                  or
                  practice of the Buyer introduced or having effect after
                  Completion.

              


      

      


      
        	
                8.

              	
                The
                  Warrantors will not be liable for a Claim to the extent that any
                  Losses
                  arising from such Claim (i) are covered by a policy of insurance
                  subsisting at the date of this Agreement or otherwise and payment
                  is made
                  under such policy by the insurer or (ii) would have been so covered
                  had
                  such policy of insurance been maintained beyond the date of this
                  Agreement
                  (whether in respect of the Company or any Sub or any successor
                  or assignee
                  to the whole or any part of any such company's trade, business,
                  assets or
                  liabilities).

              


      

      


      
        	
                9.

              	
                The
                  Warrantors liability for a Claim shall be reduced to the extent
                  of any
                  corresponding savings by or net benefit to the Buyer or any other
                  member
                  of the Buyer’s Group.

              


      

      


      
        	
                10.

              	
                The
                  Buyer shall procure that all reasonable steps are taken and all
                  reasonable
                  assistance is given to avoid or mitigate any Losses in respect
                  of any
                  Claim.

              


      

      


      
        	
                11.

              	
                Third
                  Party Claims

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                11.1

              	
                If
                  the Buyer or any member of the Buyer’s Group becomes aware of any claim by
                  any third party (a “Third
                  Party Claim”)
                  that may give rise to a Claim, notice of that fact shall be given
                  as soon
                  as reasonably practicable to the Warrantors but any failure to
                  give such
                  notice shall not affect the rights of the Buyer except to the extent
                  that
                  the Warrantors are prejudiced by such
                  failure.

              


      

      


      
        	
                11.2

              	
                Without
                  prejudice to the validity of the Claim in question, the Buyer shall
                  provide to the Warrantors such information as the Warrantors may
                  from time
                  to time request and copies of all advice in respect of the Third
                  Party
                  Claim and shall keep the Warrantors informed of all progress of
                  the Third
                  Party claim and as soon as reasonably practicable. The Buyer agrees
                  that
                  it shall consult with the Warrantors prior to appointing any legal
                  advisers to advise in connection with any such Third Party
                  Claim.

              


      

      


      
        	
                11.3

              	
                In
                  respect of any Third Party Claim such claim shall be conducted
                  by the
                  Buyer (acting in its absolute discretion, but at all times acting
                  reasonably) except that no admission of liability shall be made
                  by or on
                  behalf of the Buyer, the Company or any of its Subsidiaries and
                  the Third
                  Party Claim shall not be compromised, disposed or settled without
                  the
                  consent of the Warrantors, (such consent not to be unreasonably
                  withheld).
                  Subject to the provisions of paragraph 11.4 below, if at any time
                  during
                  the process of the claim the Warrantors shall clearly establish
                  (to the
                  satisfaction of the Buyer acting reasonably) that the Third Party
                  Claim is
                  being conducted in a manner which is likely to result in such Third
                  Party
                  Claim becoming substantially higher than would be the case were
                  such Third
                  Party Claim being conducted in an appropriate and efficient manner,
                  then
                  the Warrantors shall be entitled to assume conduct of the Third
                  Party
                  Claim provided that:

              


      

      


      
        	 	
                11.3.1

              	
                the
                  Buyer shall be provided with all information and copies of all
                  advice in
                  respect of such claim as soon as reasonably practicable;
                  

              


      

      


      
        	 	
                11.3.2

              	
                no
                  admission of liability shall be made by or on behalf of the Warrantors
                  and
                  the Third Party Claim shall not be compromised, disposed or settled
                  without the consent of the Buyer;

              


      

      


      
        	 	
                11.3.3

              	
                the
                  Warrantors shall agree with the Buyer the identity of any legal
                  or other
                  advisers appointed to advise in connection with any such Third
                  Party Claim
                  (such consent of the Buyer not to be unreasonably withheld);
                  and

              


      

      


      
        	 	
                11.3.4

              	
                the
                  Buyer is fully indemnified and secured to the Buyer’s reasonable
                  satisfaction by the Warrantors against all liabilities, costs and
                  expenses
                  which they may incur in respect of such claim and its
                  conduct.

              


      

      


      
        	
                11.4

              	
                If
                  at any time while the Warrantors have conduct of any Third Party
                  Claim as
                  provided in clause 11.3 and the Buyer can clearly establish (to
                  its
                  satisfaction acting reasonably) that the claim is being conducted
                  in a
                  manner which:

              


      

      


      
        	 	
                11.4.1

              	
                is
                  reasonably likely to result in such Third Party Claim becoming
                  substantially higher than would be the case were such Third Party
                  Claim
                  being conducted in an appropriate and efficient manner;
                  or

              


      

      


      
        	 	
                11.4.2

              	
                is
                  reasonably likely to directly or indirectly adversely affect relations
                  with clients or suppliers of the Company or Subsidiary or any member
                  of
                  the Buyer’s Group or is reasonably likely otherwise to adversely affect
                  the business or financial position of the Company or Subsidiary
                  or the
                  Buyer or any member of the Buyer’s
                  Group

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      conduct
        of such claim shall revert to the Buyer.

      


      
        	
                12.

              	
                If
                  the Warrantors pay an amount in discharge of any Claim under this
                  Agreement and the Buyer or any members of the Buyer’s Group or the Company
                  or any of the Subsidiaries subsequently recovers (whether by payment,
                  discount, credit, relief or otherwise) from a third party a sum
                  which is
                  referable to the subject matter of the Claim, the Buyer shall pay,
                  or
                  shall procure that relevant members of the Buyer’s Group pays to the
                  Warrantors an amount equal to (i) the sum recovered from the third
                  party
                  less any reasonable costs and expenses incurred in obtaining such
                  recovery
                  or (ii) if less, the amount previously paid by the Warrantors to
                  the
                  Buyer.

              


      

      


      
        	
                13.

              	
                The
                  Buyer shall not be entitled to recover from the Warrantors under
                  this
                  Agreement more than once in respect of the same Claim and may not
                  be
                  entitled to recover a Claim under this Agreement if the Buyer recovers
                  under the Tax Deed (and such recovery was based upon the same event
                  or
                  relates to the same subject matter as the proposed Claim) and may
                  not be
                  entitled to recover a Claim under this Agreement if the Company
                  has made a
                  claim (and to the extent that it recovers in relation to such claim)
                  against Louis Ingram (“LI”) under the share purchase agreement or the tax
                  deed dated 9 March 2004 between LI and the Company based upon the
                  same
                  event or relating to the same subject matter as the proposed
                  Claim.

              


      

      


      
        	
                14.

              	
                In
                  calculating the liability of the Warrantors for any Claim there
                  shall be
                  taken into account the amount (if any) by which any Taxation for
                  which the
                  Buyer or any members of the Buyer’s Group would otherwise have been
                  accountable or liable to be assessed is actually reduced or extinguished
                  as a result of the matter giving rise to such
                  liability.

              


      

      
         

        
          	
                  15.

                	
                  Subject
                    to paragraph 17, except for Claim under the Tax Warranties, the
                    Warrantors
                    are not liable for a Claim unless the Buyer has given the Warrantors
                    notice in writing of the Claim, specifying in reasonable detail
                    the nature
                    of the Claim and the amount claimed
                    within the period of 18 months beginning with the Completion
                    Date. Any
                    such claim shall (if it has not previously been satisfied, settled
                    or
                    withdrawn) be deemed to have been withdrawn unless legal proceedings
                    in
                    respect of it have been commenced by being issued and served
                    within three
                    months of such notification to the Warrantors and pursued with
                    reasonable
                    diligence. 

                


        

      

       

      PART
        2

      LIMITATIONS
        UNDER THE TAX WARRANTIES

      


      
        	
                16.

              	
                Subject
                  to paragraph 17, the liability of the Warrantors in respect of
                  any Claim
                  under the Tax Warranties shall cease on the sixth year and six
                  month
                  anniversary of Completion except in respect of matters which have
                  been the
                  subject of a bona fide written claim which is made before the relevant
                  date by or on behalf of the Buyer to the Warrantors giving reasonable
                  details of all material aspects of the claim including the Buyer’s bona
                  fide estimate of the amount thereof. Any Claim under the Tax Warranties
                  shall (if it has not previously been satisfied, settled or withdrawn)
                  be
                  deemed to have been withdrawn unless legal proceedings in respect
                  of it
                  have been commenced by both being issued and served within three
                  months of
                  such notification to the Warrantors and pursued with reasonable
                  diligence.

              


      

       

      PART
        3

      OTHER
        PROVISIONS

      


      
        	
                17.

              	
                The
                  time limits in paragraphs 15 and 16 shall not limit any Claim in
                  respect
                  of a contingent liability where notice in writing of the Claim
                  (“Notice”)
                  is given to the Warrantors in accordance with those paragraphs
                  before the
                  end of the periods specified in them and (i) the Buyer has produced
                  at its
                  cost an opinion from Queen’s Counsel within 90 days of giving the Notice
                  stating that any Claim in respect of that contingent liability
                  is
                  reasonably likely to succeed and (ii) the Buyer has provided to
                  the
                  Warrantors a good faith estimate as to the value of the Claim.
                  In such
                  case the provisions of paragraphs 18 and 19 shall
                  apply.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                18.

              	
                Within
                  30 days of the receipt of both the opinion and estimate referred
                  to in
                  paragraph 17 above, the Warrantors shall either (i) pay the amount
                  of the
                  estimated liability to the Buyer in full and final settlement of
                  any
                  liability under the said Claim or (ii) give notice (and in the
                  event of
                  non-payment they shall be deemed to have given such notice) to
                  the Buyer
                  that they will not settle at that stage and if the Warrantors elect
                  (or
                  are deemed) not to settle, any liability in relation to such Claim
                  shall
                  not be limited to the amount of the
                  estimate.

              


      

      


      
        	
                19.

              	
                The
                  Warrantors shall not be liable in respect of any Claim based on
                  a
                  liability which is contingent until it becomes an actual liability
                  and in
                  no case shall their liability for any Claim extend beyond the date
                  36
                  months from the date of Completion.

              


      

      


      
        	
                20.

              	
                The
                  rights of the Buyer in respect of a breach of any of the Warranties
                  shall
                  not be affected by Completion.

              


      

      


      
        	
                21.

              	
                This
                  Schedule 13 which, inter alia, regulates or otherwise affects the
                  liability of the Warrantors shall remain in full force and be fully
                  applicable in all circumstances and, in particular (but without
                  limitation), shall not be discharged in whole or in part by any
                  breach of
                  any of the Warranties or any claim against the Warrantors in respect
                  of
                  the Warranties whatever its nature or consequences, nor by any
                  other
                  matter whatsoever.

              


      

      


      
        	
                22.

              	
                The
                  provisions of this Schedule 13 shall not operate to limit the liability
                  of
                  the Warrantors under or in connection with the Warranties where
                  the
                  liability arises as a result of fraud, wilful concealment or wilful
                  misconduct on the part of any of the Warrantors or where a matter
                  has been
                  deliberately concealed or withheld by any of the
                  Warrantors.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        14

      


      FORM
        OF ESCROW AGREEMENT

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN
        WITNESS
        whereof
        the
        hands of the parties or their duly authorized representatives the day and
        year
        first above written

      


      
        	
                SIGNED
                  by LOUIS ANTHONY LOCKLEY INGRAM

                 

                 

                 

                 

                 

              	
                 /s/
                  Louis
                  Anthony Lockley Ingram

              
	
                SIGNED
                  by JOHN BOHILL 

                 

                 

                 

                 

              	
                /s/
                  John Bohill

              
	
                SIGNED
                  by CATHAL JOHN SHEEHY 

                 

                 

                 

                 

                 

              	
                /s/
                  Cathal John Sheehy

              
	
                SIGNED
                  by a duly authorised officer of SUPERSTOCK
                  LIMITED 

                 

                 

                 

                 

                 

                 

              	
                /s/
                  Albert Pleus, as attorney

                DIRECTOR/SECRETARY

              
	
                SIGNED
                  by a duly authorised officer of a21
                  INC

                 

                 

                 

                 

                 

                 

              	
                /s/
                  Albert Pleus, Chief Executive Officer

                
                  DIRECTOR/SECRETARY