DATED

                	
                  2005

                
	
                   

                   

                   

                  (1)
                    ANDREW
                    ERIC LAWSON SMITH

                   

                  -and-

                   

                  (2)
                    SUPERSTOCK
                    LIMITED

                   

                   

                   

                   

                   

                
	
                  MINORITY
                    SALE AND PURCHASE AGREEMENT

                  relating
                    to 

                  LCJ
                    ACQUISITIONS LIMITED

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            

          

        

        
          	
                  MATTHEW
                    ARNOLD & BALDWIN

                  Solicitors

                  21
                    Station Road

                  Watford

                  Hertfordshire
                    WD17 1HT

                   

                  Tel
                    No. 01923 202020

                  Fax
                    No. 01923 215050

                  Ref:
                    PXS 41430-6

                


        

      

      


      
        	
                THIS
                  AGREEMENT is
                  dated the 12th
                  day
                  of October
                  2005

              
	 	 	 	 	 
	
                BETWEEN

              	 	 	 	 


      

      


      
        	
                (1)

              	
                ANDREW
                  ERIC LAWSON SMITH
                  of
                  18 Gowan Avenue, London SW6 6RF (the “Seller”);
                  and

              


      

        


      
        	
                (2)

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

              


      

        


      BACKGROUND

      


      
        	
                (A)

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

              


      

       

      
        	
                (B)

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

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
        	
                 

                Name
                  of shareholder

              	
                 

                Ordinary
                  Shares of £0.01 each

              	
                 

                Preference
                  Shares of £0.01 each

              
	
                Clonure
                  Limited

              	
                71,000

              	
                300,000

              
	 	 	 
	
                Louis
                  Anthony Lockley Ingram

              	
                20,000

              	 
	 	 	 
	
                Andrew
                  Eric Lawson Smith

              	
                4,500

              	 
	 	 	 
	
                David
                  Jeffrey

              	
                4,500

              	 


      

      


      AGREED
        TERMS

      


      
        	
                1

              	
                Interpretation

              


      

       

      
        	 	
                1.1

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

              


      

       

      
        	
                “Buyer’s
                  Solicitors”

                 

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

                 

              
	
                “Completion”

                 

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

                 

              
	
                “Seller’s
                  Solicitors”

                 

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

                 

              
	
                “Shares”

                 

              	
                4,500
                  ordinary shares of £0.01 each in the capital of the Company owned by the
                  Seller; and

                 

              
	
                “Subsidiaries”

                 

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

                 

              


      

      
        
          	 	 	 


        

        
          	 	
                  1.2

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

                


        

      

       

      
        	
                2

              	
                Sale
                  and Purchase

              


      

       

      
        	 	
                2.1

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

              


      

       

      
        	 	
                2.2

              	
                The
                  Seller hereby
                  consents
                  to
                  the transfers
                  of
                  the shares in the capital of the Company by Louis Ingram, Clonure
                  Limited
                  and David Jeffery to the Buyer and
                  hereby irrevocably waives
                  all and any rights of pre-emption relating to such shares conferred
                  upon
                  him
                  by
                  the Articles of Association of the Company,
                  by
                  statute or otherwise.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
        	
                3

              	
                Consideration

              


      

       

      The
        purchase consideration for the
        Shares shall be £35,000.

       

      
        	
                4

              	
                Completion

              


      

       

      
        	 	
                4.1

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

              


      

       

      
        	 	
                4.2

              	
                At
                  Completion: 

              


      

       

      
        	 	
                4.2.1

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

              


      

       

      
        	 	
                4.2.2

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

              


      

       

      
        	 	
                4.3

              	
                Subject
                  to the Seller complying with his obligations in clause 4.2, the
                  Buyer
                  shall at Completion pay the sum of £35,000 by way of electronic transfer
                  for same day value to the Seller’s Solicitors, or its designee Singner
                  &
                  Friedlander
                  Limited, who are each irrevocably authorised to receive the same
                  and whose
                  receipt shall be an effective discharge of the Buyer’s obligation to pay
                  such sum to the Seller and the Buyer shall not be concerned to
                  see to the
                  application or be answerable for the loss or misapplication of
                  such
                  sum.

              


      

       

      
        	
                5

              	
                Warranties

              


      

       

      
        	 	
                5.1

              	
                The
                  Seller
                  warrants and represents to the
                  Buyer that:

              


      

       

      
        	 	
                5.1.1

              	
                he
                  is the registered and beneficial owner of the
                  Shares;

              


      

       

      
        	 	
                5.1.2

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

              


      

       

      
        	 	
                5.1.3

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

              


      

       

      
        	 	
                5.1.4

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

              


      

       

      
        	 	
                5.2

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

              


      

       

      
        	 	
                5.3

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

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
        	
                6

              	
                Communications

              


      

       

      
        	 	
                6.1

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

              


      

       

      
        	 	
                6.2

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

              


      

       

      
        	
                7

              	
                Confidentiality

              


      

       

      
        
          	 	
                  7.1

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

                


        

        
          	 	 	 


        

      

      
        
          	 	
                  7.1.1

                	
                  in
                    the circumstances set out in Clause
                    7.2
                    below;

                


        

        
          	 	 	 


        

      

      
        
          	 	
                  7.1.2

                	
                  to
                    the extent otherwise expressly permitted by this Agreement;
                    or

                


        

        
          	 	 	 


        

      

      
        
          	 	
                  7.1.3

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

                


        

        
          	 	 	 


        

      

      
        
          	
                	7.2	
                  The
                    circumstances referred to in Clause
                    7.1
                    above are:

                


        

        
          	 	 	 


        

      

      
        
          	 	
                  7.2.1

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

                


        

        
          	 	 	 


        

      

      
        
          	 	
                  7.2.2

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

                


        

        
          	 	 	 


        

      

      
        
          	 	
                  7.2.3

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

                


        

        
          	 	 	 


        

      

      
        
          	
                	7.2.3.1	
                  in
                    compliance with any requirement of
                    law;

                


        

        
          	 	 	 


        

      

      
        
          	
                	7.2.3.2	
                  in
                    response to a requirement of the UK Listing Authority, the Stock
                    Exchange
                    or the Panel on Takeovers and
                    Mergers;

                


        

        
          	 	 	 


        

      

      
        
          	
                	7.2.3.3	
                  in
                    response to any applicable regulatory authority to which the
                    Seller
                    subject where such requirement has the force of law;
                    or

                


        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      
        	
              	7.2.3.4	
                in
                  order to obtain tax or other clearances or consents from the Inland
                  Revenue or other relevant taxing or regulatory
                  authorities.

              


      

      


      
        	
                8

              	
                Assignment
                  and Successors in Title

              


      

       

      
        	 	
                8.1

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

              


      

       

      
        	 	
                8.2

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

              


      

       

      
        	
                9

              	
                Third
                  Party rights

              


      

       

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


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10

              	
                Governing
                  Law and Jurisdiction

              


      

       

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

       

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

      

        
          	
                  EXECUTED
                    AS A DEED   

                  (but
                    not delivered until dated) by  

                  ANDREW
                    ERIC LAWSON SMITH  

                  in
                    the presence of:    

                   

                  Witness
                    Signature: .......................................

                  Witness
                    Print Name: .......................................

                  Witness
                    Address:  .......................................

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

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

                  Witness
                    Occupation:  .......................................

                	
                  )

                  )

                  )

                  )

                	
                   

                   

                  /s/
                    Andrew Eric Lawson Smith

                  ANDREW
                    ERIC LAWSON SMITH

                
	
                   

                  EXECUTED
                    AS A DEED   

                  (but
                    not delivered until dated)  

                  for
                    and on behalf of    

                  SUPERSTOCK
                    LIMITED  

                  acting
                    by:    

                   

                	
                   

                  )

                  )

                  )

                  )

                  )

                	
                   

                   

                   

                  /s/
                    Albert Pleus, as attorney

                  DIRECTOR

                   

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

                  DIRECTOR/SECRETARY