Agreement for sale and purchase of Contico Manufacturing Limited dated June
      6, 2007


    
      

      

    

     

     

    DATED
      6 June 2007

    


    
 

    (1)
      CEH LIMITED

    


    (2)
      KATY INDUSTRIES, INC.

    


    and

    


    (3)
      INVESCOTEC LIMITED

    


    


    


    


    


    


    


    


    


    
      	
              AGREEMENT

              for
                sale and purchase of

              Contico
                Manufacturing Limited

            


    

    


    


    


    


    


    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    CONTENTS

     

     

    
      	 Clause	 	
               Page     

            
	 	 	 
	 1	 INTERPRETATION	 4
	 2	 SALE
              AND PURCHASE OF THE SHARES	 9
	 3	 CONSIDERATION	 9
	 4	 COMPLETION	 10
	 5	 WARRANTIES	 13
	 6	 LIMITATION
              ON LIABILITY	 13
	 7	 INDEMNITY	 15
	 8	 CONDUCT
              OF CLAIMS	 16
	 9	 PROTECTION
              OF GOODWILL	 17
	 10	 CONFIDENTIAL
              INFORMATION	 18
	 11	 ANNOUNCEMENTS	 19
	 12	 NOTICES	 19
	 13	 ENTIRE
              AGREEMENT	 20
	 14	 FURTHER
              ASSURANCE	 20
	 15	 EFFECT
              OF COMPLETION	 21
	 16	 WAIVER	 21
	 17	 COSTS	 21
	 18	 ASSIGNMENT	 21
	 19	 CONTRACTS
              (RIGHTS OF THIRD PARTIES) ACT 1999	 21
	 20	 COUNTERPARTS	 21
	 21	 LAW
              AND JURISDICTION	 21
	 SCHEDULE
              1 - THE COMPANY            	 	 23
	 	 Part
              1	 23
	 	 Part
              2	 24
	 SCHEDULE
              2	 	 25
	 	 Part
              1 - WARRANTIES	 25


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	 Part
              2 - BUYER'S WARRANTIES	 31
	 SCHEDULE
              3    	 	 32
	 	 Part
              1 - WORKING CAPITAL STATEMENT	 32
	 	 Part
              2 - WORKING CAPITAL STATEMENT	 35


    

     

     

     

     

     

     

     

     

     

     

     


    
      
         

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    THIS
      AGREEMENT
      is made
      on 6 June 2007

     

    BETWEEN:-

     

    (1) CEH
      LIMITED (No
      4992300) whose registered office is Cardrew Way, Redruth, Cornwall TR15 1ST
      (“CEH”);

     

    (2) KATY
      INDUSTRIES INC,
      of 2461
      South Clark Street, Suite 630, Arlington, Virginia 22202, USA (“KII”)

     

    (together
      “CEH”
and
      “KII”
being
      the “Sellers”)

     

    (3) INVESCOTEC
      LIMITED
      (No
      6207123) whose registered office is at 49 Rodney Street, Liverpool, L1 9EW
      (the
“Buyer”).

     

    IT
      IS AGREED
      as
      follows:-

     

    
      	1.  	
              INTERPRETATION

            


    

     

    
      	1.1  	
              In
                this Agreement, unless the context otherwise
                requires:-

            


    

     

    
      	
              “Accounts”

               

            	
              means
                the audited balance sheet of the Company as at the Accounts Date
                and the
                audited profit and loss account of the Company for the financial
                period
                ended on the Accounts Date, the notes and directors’ report and auditors’
                report and all other documents or statements annexed thereto or
                incorporated therein

               

            
	
              “Accounts
                Date”

               

            	
              means
                31 December 2006

               

            
	
              “Act”

               

            	
              means
                the Companies Act 1985 (or, where the context so requires, the Companies
                Act 2006)

               

            
	
              “Business”

               

            	
              means
                the business of the Company (as carried on in the period up to and
                including Completion)

               

            
	
              “Business
                Day”

               

            	
              means
                any day other than a Saturday, Sunday or public holiday in
                England

               

            
	
              “Buyer’s
                Solicitors”

               

            	
              means
                Pinsent Masons of 1 Park Row, Leeds, LS1 5AB

               

            
	
              “Claim”

               

            	
              a
                claim for breach of any of the Warranties or a claim under Clause
                7

               

            
	
              "Claim
                for Tax"

               

            	
              means
                any assessment, notice, demand, determination, letter or other document
                issued by or action taken by or on behalf of any Tax Authority or
                any
                circumstances indicating that a Group company is or may be placed
                or is
                sought to be placed under a Liability for Tax

               

            
	
              “Company”

               

            	
              means
                Contico Manufacturing Limited details of which are set out in Part
                1 of
                Schedule 1 (and for the purposes of Warranties 4.1, 5 to 9 (inclusive)
                and
                13 shall include the Subsidiary save that those Warranties so given
                in
                respect of the Subsidiary shall be deemed to be given only in respect
                of
                the period for which the Subsidiary has been a subsidiary undertaking
                of
                KII)

               

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              “Completion”

               

            	
              means
                completion of the sale and purchase of the Shares in accordance with
                this
                Agreement

               

            
	
              “Confidential
                Information”

               

            	
              means
                all information concerned with the operation of any process, trade
                secrets, the marketing of any products or services, drawings and
                designs,
                but specifically excluding (1) information that is or becomes public
                knowledge other than as a direct or indirect result of a breach of
                this
                Agreement, (2) information received from a source not connected with
                the
                party to whom the duty of confidence is owed acquired free from any
                obligation of confidence to any other person and (3) information
                that is
                independently developed without otherwise violating the terms of
                this
                Agreement

               

            
	
              “Consideration”

               

            	
              means
                the total consideration for the Shares payable pursuant to Clause
                3

               

            
	
              "CCP"

               

            	
              means
                Continental Commercial Products, LLC. a Delaware limited liability
                company

               

            
	
              “Disclosure
                Letter”

               

            	
              means
                the letter (together with all the documents attached to it) in the
                agreed
                form from the Sellers to the Buyer executed and delivered to the
                Buyer
                immediately prior to the execution of this Agreement

               

            
	
              “Employee”

               

            	
              means
                a director or officer (whether or not employed by the Company) or
                executive or managerial employee of the Company

               

            
	
              “Encumbrance”

               

            	
              means
                any encumbrance or security interest of any kind whatsoever including
                without limitation a mortgage, charge, pledge, lien, hypothecation,
                restriction, right to acquire, right of pre-emption, option, conversion
                right, third party right or interest, right of set-off or counterclaim,
                equities, trust arrangement or any other type of preferential agreement
                (such as a retention of title arrangement) having similar effect
                or any
                other rights exercisable by or claims by third parties 

               

            
	
              "Environment"

               

            	
              means
                all and any of the following media, being land, water and air (wherever
                situate) and includes all human or plant or animal life and living
                organisms

               

            
	
              "Environmental
                Law"

               

            	
              means
                all or any applicable law, including common law, statute, statutory
                instrument, regulation, codes of practice or guidance, European law,
                directives, regulations, decisions of the European Court and any
                by-law,
                order, notice, demand, decree, injunction, resolution or judgment
                of any
                competent authority which has as a purpose or effect the prevention
                of
                harm to the Environment including for the avoidance of doubt the
                health
                and safety of any person

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              "Environmental
                Liabilities"

               

            	
              means
                any demands, claims, actions, proceedings, orders (including any
                claim or
                order made by a regulatory authority or third party) damages, payments,
                losses, costs (including reasonable legal or other professional costs)
                expenses or other liabilities (including any works which are required
                to
                investigate, monitor, remove, remedy or clean up any hazardous or
                otherwise polluting substance) which are incurred, suffered or sustained
                by the Buyer and arise from relate to or are connected with:

               

              (a)  any
                breach of Environmental Law during the period prior to
                Completion;

               

              (b)  any
                failure to obtain or comply with any Environmental Permits prior
                to
                Completion; and/or 

               

              (c)  the
                presence of any hazardous or otherwise polluting substance in on
                at or
                under any premises in relation to the activities of the Company at
                any
                time at or prior to Completion and/or any discharge, release, escape,
                emission, leakage or spillage emanating from any such hazardous or
                otherwise polluting substance at any time whether before or after
                Completion.

               

            
	
              "Environmental
                Permits"

               

            	
              means
                all or any permits, licences, authorisations, consents, approvals,
                certificates, qualifications, including any conditions thereof required
                prior to Completion under any Environmental Law for the activities
                of the
                Company at any time or the occupation or use by the Company of any
                premises in relation to the activities of the Company at any time
                prior to
                Completion

               

            
	
              “Group”

               

            	
              means,
                in relation to a company (whenever incorporated) that company, any
                company
                or group of companies which is owned directly or indirectly by the
                same
                ultimate beneficial owners as that company, any company of which
                it is a
                subsidiary (its holding company) and any other subsidiaries of any
                such
                holding company; and each company in a group is a member of the
                group

               

            
	
              “ICTA”

               

            	
              means
                the Income and Corporation Taxes Act 1988

               

            
	
              “Intellectual
                Property”

               

            	
              means
                patents, trade marks, service marks, trade names, design rights,
                copyright
                (including rights in computer software), rights in know-how and other
                intellectual property rights, in each case whether registered or
                unregistered and including applications for the grant of any such
                rights,
                used, or required to be used, by the Company in, or in connection
                with,
                the business of the Company

               

            
	
              “ITEPA”

               

            	
              means
                the Income Tax (Earnings and Pensions) Act 2003

               

            
	
              “Lease”

               

            	
              means
                the lease of the Property dated 27 November 2006 between (1) Contico
                Europe Limited and (2) the Company

               

            
	
              “Licence”

               

            	
              means
                a licence, permit, certificate, consent, approval, filing of
                notifications, reports and assessments, registrations or authorisation
                required by law for the operation of the Company’s business, its
                ownership, use, possession or occupation of any asset or the performance
                of this Agreement

               

            
	
              "Liability
                for Tax"

               

            	
              has
                the meaning given in the Tax Deed

               

            
	
              “Management
                Accounts Date”

               

            	
              27
                April 2007

               

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              “Management
                Accounts”

               

            	
              the
                unaudited balance sheet of the Company as at, and the unaudited profit
                and
                loss account of the Company for the financial period of two (2) months
                ended on, the Management Accounts Date, the notes and all other documents
                annexed thereto

               

            
	
              “Pre-Completion
                Dividend Documentation”

               

            	
              means
                the documentation in the agreed form in relation to a pre-Completion
                dividend of £1,537,082.87

               

            
	
              “Property”

               

            	
              means
                that part of the property at Cardrew Way, Redruth, Cornwall TR5 1ST
                which
                is leased to the Company pursuant to the Lease

               

            
	
              “Reporting
                Accountants”

               

            	
              means
                such firm of accountants as is selected by agreement between the
                Sellers
                and the Buyer

               

            
	
              "Restricted
                Business"

               

            	
              means
                the business of the Company that consists of the marketing and sale
                of
                janitorial and sanitary products into the commercial distribution
                market
                (including wholesale customers). For the purposes of clarification,
                the
                "commercial distribution market" shall not include a business which
                markets and sells janitorial and sanitary products direct to members
                of
                the public

               

            
	
              “Sellers’
                Group”

               

            	
              means
                KII, CEH, any subsidiary undertaking or parent undertaking of KII
                or CEH
                for the time being and any subsidiary for the time being of a parent
                undertaking of KII or CEH, excluding the Company and the
                Subsidiary

               

            
	
              “Sellers’
                Solicitors

               

            	
              means
                Hunton & Williams LLP of Bank of America Plaza, Suite 4100, 600
                Peachtree Street NE, Atlanta, Georgia, 30308-2216 

               

            
	
              “Senior
                Management”

               

            	
              means
                Vernon Leslie Holmes and Philip Macey

               

            
	
              “Shares”

               

            	
              means
                the 222,758 fully paid ordinary shares of £1.00 each of the Company
                comprising the whole of the issued share capital of the
                Company

               

            
	
              “Subsidiary”
                

               

            	
              means
                Spraychem Limited (No. 01670517) details of which are set out in
                Part 2 of
                Schedule 1

               

            
	
              “Supply
                Agreement”

               

            	
              means
                the supply agreement in agreed form between (1) the Company and (2)
                CCP on
                the terms set forth therein

               

            
	
              “Target
                Working Capital”

               

            	
              means
                £1,737,813 (one million seven hundred and thirty seven thousand eight
                hundred and thirteen pounds) converted into US Dollars at the spot
                rate
                obtained by the Buyer at Completion from Royal Bank of Scotland plc
                (being
                the rate at which pounds sterling may be sold and US Dollars bought)
                (the
                “Exchange
                Rate”)

               

            
	
              “Tax
                Authority”

               

            	
              has
                the meaning given in the Tax Deed

               

            
	
              “Tax
                Deed”

               

            	
              means
                the deed in the agreed form executed by the parties and delivered
                immediately prior to Completion

               

            
	
              “Tax
                Warranties”

               

            	
              means
                the Warranties relating to Tax in Schedule 2, Part 1, Item 12

               

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              "Tax"

               

            	
              has
                the meaning given in the Tax Deed

               

            
	
              "TCGA"

               

            	
              means
                the Taxation of Chargeable Gains Act 1992

               

            
	
              "Trademark
                Licence"

               

            	
              means
                the licence of agreed trademarks in agreed form between (1) CCP and
                (2)
                the Company

               

            
	
              "Transaction
                Documents"

               

            	
              means
                the Tax Deed, the Supply Agreement, the Transition Services Agreement,
                the
                Trademark Licence and the Disclosure Letter

               

            
	
              "Transition
                Services Agreement"

               

            	
              means
                the transition services agreement in agreed form between (1) CCP
                and (2)
                the Company, pursuant to which CCP shall provide to the Company for
                a
                period of 12 months following Completion use of a computer system
                and
                software on the terms set forth therein

               

            
	
              "VAT"

               

            	
              means
                value added tax

               

            
	
              "VATA"

               

            	
              means
                the Value Added Tax Act 1994

               

            
	
              "Warranties"

               

            	
              means
                the warranties contained in Schedule 2 and references to a "Warranty"
                include a reference to each of the individual Warranties

               

            
	
              "Working
                Capital Adjustment"

               

            	
              means
                the amount by which the Working Capital exceeds the Target Working
                Capital, payable pursuant to Clause 3.3.1
                or
                the amount by which the Working Capital is less than the Target Working
                Capital, payable pursuant to Clause 3.3.2
                (such amount being expressed as a negative figure)

               

            
	
              "Working
                Capital Statement"

               

            	
              means
                the statement to be prepared by the Buyer in accordance with Clause
                3.2
                and Schedule 3

               

            
	
              "Working
                Capital"

               

            	
              means
                the amount of working capital of the Company as at the close of business
                on 1 June 2007, as set out in the Working Capital Statement

               

            


    

    
      	1.2  	
              In
                this Agreement, unless the context otherwise requires, reference
                to:-

            


    

     

    
      	1.2.1  	
              a
                document "in
                the agreed form"
                is a reference to a document in the form approved and, for the purposes
                of
                identification only, signed by or on behalf of the Buyer and the
                Sellers;

            


    

     

    
      	1.2.2  	
              a
                statutory provision includes a reference to that provision as modified,
                replaced, amended and/or re-enacted from time to time (before or
                after the
                date of this Agreement) and any prior or subsequent subordinate
                legislation made under it;

            


    

     

    
      	1.2.3  	
              a
                "person"
                includes a reference to an individual, partnership, association or
                body
                corporate and includes a reference to that person's legal personal
                representatives and successors;

            


    

     

    
      	1.2.4  	
              "costs"
                includes a reference to costs, charges and expenses of every
                description;

            


    

     

    
      	1.2.5  	
              a
                "company",
                "subsidiary"
                and "body
                corporate"
                have the respective meanings set out in sections 735, 736 and 740
                of the
                Act;

            


    

     

    
      	1.2.6  	
              a
                "subsidiary
                undertaking"
                or a "parent
                undertaking"
                has the meaning set out in sections 258 and 259 of the Act;
                and

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	1.2.7  	
              a
                "connected
                person"
                is a person connected with another within the meaning of section
                839 of
                ICTA.

            


    

     

    
      	1.3  	
              Schedules
                form part of this Agreement and shall be interpreted and construed
                as
                though they were set out in this
                Agreement.

            


    

     

    
      	1.4  	
              Any
                statement which refers to the knowledge or knowledge and belief of
                the
                Sellers or is expressed to be "so far as the Sellers are aware" or
                any
                similar expression shall be deemed to include an additional statement
                that
                it has been made after making due and careful enquiries, but shall
                not
                include any matter or information of which the Senior Management
                is aware
                after making due and careful
                enquiry.

            


    

     

    
      	1.5  	
              Any
                agreement, warranty, representation, indemnity, covenant or undertaking
                on
                the part of two or more persons shall, except where the contrary
                is
                stated, be deemed to be given or made by such persons jointly or
                severally.

            


    

     

    
      	1.6  	
              Any
                references in this Agreement to any monetary sum expressed in sterling
                shall, if required to aid the interpretation of any clause, be deemed
                to
                be translated into dollars at the spot rate of exchange (the closing
                mid-point) for sterling into dollars on the date of this Agreement.
                For
                the avoidance of doubt any amount payable pursuant to Clause 3.1.2
                shall be paid in sterling.

            


    

     

    
      	1.7  	
              Where
                it is necessary to determine whether a monetary limit or threshold
                set out
                in this Agreement which is expressed in dollars has been reached
                or
                exceeded (as the case may be) and the value of the relevant claim
                or any
                of the relevant claims is expressed in a currency other than dollars,
                the
                value of each such claim shall be translated into dollars at the
                spot rate
                of exchange (the closing mid-point) for the currency in question
                into
                dollars on the date of this
                Agreement.

            


    

     

    
      	1.8  	
              Where
                it is necessary to determine whether a monetary limit or threshold
                set out
                in this Agreement which is expressed in sterling has been reached
                or
                exceeded (as the case may be) and the value of the relevant claim
                or any
                of the relevant claims is expressed in a currency other than sterling,
                the
                value of each such claim shall be translated into sterling at the
                spot
                rate of exchange (the closing mid-point) for the currency in question
                into
                sterling on the date of this
                Agreement.

            


    

     

    
      	2.  	
              SALE
                AND PURCHASE OF THE SHARES

            


    

     

    
      	2.1  	
              On
                the terms of this Agreement:-

            


    

     

    
      	2.1.1  	
              CEH
                agrees to sell, and the Buyer agrees to buy, with effect from Completion,
                the whole of the legal interest in the Shares with all rights attached
                or
                accruing to them at the date of this Agreement; and
                

            


    

     

    
      	2.1.2  	
              KII
                agrees to sell and the Buyer agrees to buy, with effect from Completion,
                the whole of the beneficial interest in the
                Shares.

            


    

     

    
      	2.2  	
              The
                Sellers covenant to the Buyer that there are no unissued shares,
                debentures or other securities of the Company and no person has,
                or has
                claimed, the right (whether exercisable now or in the future and
                whether
                contingent or not) to call for the issue or transfer of any shares,
                debentures or other securities of the Company.


            


    

     

    
      	2.3  	
              The
                Sellers covenant to the Buyer that the Shares will on Completion
                be free
                from all Encumbrances.

            


    

     

    
      	2.4  	
              Part
                I of the Law of Property (Miscellaneous Provisions) Act 1994 shall
                not
                apply for the purpose of this
                Agreement.

            


    

     

    
      	3.  	
              CONSIDERATION

            


    

     

    
      	3.1  	
              The
                consideration for the purchase of the Shares
                is:-

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	3.1.1  	
              $10,000,000
                payable by the Buyer to CEH forthwith following Completion in accordance
                with Clause 4.6;
                and

            


    

     

    
      	3.1.2  	
              the
                Working Capital Adjustment payable (in pounds sterling) in accordance
                with
                Clauses 3.3
                and 3.4.

            


    

     

    
      	3.2  	
              The
                Working Capital Statement shall be prepared, and the Working Capital
                ascertained, in accordance with the provisions of Schedule 3.

            


    

     

    
      	3.3  	
              If
                the Working Capital:-

            


    

     

    
      	3.3.1  	
              exceeds
                the Target Working Capital the Buyer shall pay to CEH the amount
                of the
                excess, subject always to a maximum amount of £1,000,000;
                or

            


    

     

    
      	3.3.2  	
              is
                less than the Target Working Capital CEH shall repay to the Buyer
                so much
                of the Consideration as is equal to the
                deficiency.

            


    

     

    
      	3.4  	
              Any
                payment required to be made under Clause 3.3
                shall be made within 7 days of the Working Capital Statement being
                agreed,
                deemed agreed or certified in accordance with Schedule 3.

            


    

     

    
      	4.  	
              COMPLETION

            


    

     

    
      	4.1  	
              Completion
                shall take place at the offices of the Buyer immediately after signature
                and exchange of this Agreement.

            


    

     

    
      	4.2  	
              At
                Completion the Sellers shall deliver to the
                Buyer:-

            


    

     

    
      	4.2.1  	
              a
                copy of the Pre-Completion Dividend
                Documentation;

            


    

     

    
      	4.2.2  	
              duly
                executed transfers of the Shares to the Buyer together with the share
                certificates for all of the Shares (or an express indemnity in a
                form
                satisfactory to the Buyer in the case of any missing
                certificate);

            


    

     

    
      	4.2.3  	
              an
                executed power of attorney in favour of the Buyer or as it directs
                in the
                agreed form, and such duly executed waivers or consents as may be
                required
                to give a good title to the Shares to the Buyer or as it directs
                and to
                enable the Buyer or as it directs to be registered as the holder
                of the
                Shares and (pending registration) to exercise all voting and other
                rights
                attaching to the Shares;

            


    

     

    
      	4.2.4  	
              letters
                of resignation from each director of the Company (other than Vernon
                Holmes) in the agreed form;

            


    

     

    
      	4.2.5  	
              a
                letter of resignation from Alan Elkins as secretary of the Subsidiary
                in
                the agreed form;

            


    

     

    
      	4.2.6  	
              a
                letter of resignation from the auditors of the Company and the Subsidiary
                accompanied by a statement under section 394 of the Act in the agreed
                form
                together with evidence that any letter required by the Act to be
                deposited
                by the auditors at the registered office of the Company and the Subsidiary
                has been so deposited;

            


    

     

    
      	4.2.7  	
              all
                the financial and accounting books and records of the Company and
                the
                Subsidiary;

            


    

     

    
      	4.2.8  	
              the
                statutory books of the Company and the Subsidiary (duly written up
                to date
                as at immediately prior to Completion), the common seals, Certificates
                of
                Incorporation and Certificates of Incorporation on Change of
                Name;

            


    

     

    
      	4.2.9  	
              the
                Lease and all other title deeds relating to the
                Property;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	4.2.10  	
              a
                legal opinion from Hunton & Williams LLP in the agreed form relating
                to KII and CCP confirming that:

            


    

     

    
      	(a)  	
              KII
                has the capacity to enter into this
                Agreement;

            


    

     

    
      	(b)  	
              CCP
                has the capacity to enter into the Transition Services Agreement,
                the
                Supply Agreement and the Trademark
                Licence;

            


    

     

    
      	4.2.11  	
              all
                documents of title relating to that portion of the Intellectual Property
                and Confidential Information the rights to which, at Completion,
                are owned
                by the Company or the Subsidiary;

            


    

     

    
      	4.2.12  	
              a
                deed of acknowledgement from each of the Sellers in a form satisfactory
                to
                the Buyer that all inter-group indebtedness to which the Company
                or the
                Subsidiary is a party has been discharged;


            


    

     

    
      	4.2.13  	
              the
                Tax Deed in the agreed form duly executed by each of the
                Sellers;

            


    

     

    
      	4.2.14  	
              a
                deed of release from Lloyds Bank plc in a form satisfactory to the
                Buyer
                evidencing the release and discharge of the debenture to Lloyds Bank
                plc
                dated 23 December 1998;

            


    

     

    
      	4.2.15  	
              a
                deed releasing the Company from all of its obligations pursuant to
                the KII
                amended and restated loan agreement with Bank of America,
                N.A.;

            


    

     

    
      	4.2.16  	
              a
                copy, certified to be a true copy by a director or secretary of CEH
                of a
                resolution of CEH's board of directors (or an authorised committee
                of that
                board) authorising the execution and completion of this Agreement
                and the
                documents referred to in Clause 4
                by
                CEH;

            


    

     

    
      	4.2.17  	
              a
                copy, certified to be a true copy by a director or secretary of KII
                of a
                resolution of KII's board of directors (or an authorised committee
                of that
                board) authorising the execution and completion of this Agreement
                and any
                documents referred to in Clause 4
                that are to be entered into by KII;

            


    

     

    
      	4.2.18  	
              a
                copy, certified to be a true copy by a director or secretary of CCP
                of a
                resolution of CCP's board of directors (or an authorised committee
                of that
                board) authorising the execution and completion of the Transition
                Services
                Agreement, the Trademark Licence and the Supply
                Agreement;

            


    

     

    
      	4.2.19  	
              the
                Transition Services Agreement duly executed by CCP (and the third
                party
                system access agreement duly executed by Infor Global Solutions (Chicago),
                Inc.);

            


    

     

    
      	4.2.20  	
              the
                Trademark Licence duly executed by (1) CCP and (2) the Company;
                and

            


    

     

    
      	4.2.21  	
              the
                Supply Agreement duly executed by
                CCP.

            


    

     

    
      	4.3  	
              At
                Completion CEH shall procure that a board meeting of the Company
                is held
                at which the directors, in respect of the Company as appropriate,
                approve
                the following matters, or that the following matters are otherwise
                approved by the board of the
                Company:-

            


    

     

    
      	4.3.1  	
              approve
                the registration of the transfers in respect of the Shares referred
                to in
                Clause 4.2.2
                (subject only to stamping at the cost of the
                Buyer);

            


    

     

    
      	4.3.2  	
              accept
                the resignations referred to in Clause 4.2.4
                and appoint the persons nominated by the Buyer as directors and secretary
                with effect from the end of the
                meeting;

            


    

     

    
      	4.3.3  	
              accept
                the resignation referred to in Clause 4.2.6
                and appoint PKF (UK) LLP as
                auditors;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	4.3.4  	
              revoke
                all existing authorities to bankers and give authority in favour
                of
                persons nominated by the Buyer to operate such
                accounts;

            


    

     

    
      	4.3.5  	
              change
                the registered office address as the Buyer directs;
                and

            


    

     

    
      	4.3.6  	
              change
                the accounting reference date as the Buyer directs.
                

            


    

     

    
      	4.4  	
              At
                Completion CEH shall procure that a board meeting of the Subsidiary
                is
                held at which the directors, in respect of the Subsidiary as appropriate,
                approve the following matters, or that the following matters are
                otherwise
                approved by the board of the
                Subsidiary:-

            


    

     

    
      	4.4.1  	
              accept
                the resignation referred to in Clause 4.2.4
                and appoint the persons nominated by the Buyer as director and secretary
                with effect from the end of the
                meeting;

            


    

     

    
      	4.4.2  	
              accept
                the resignation referred to in Clause 4.2.6
                and appoint PKF (UK) LLP as
                auditors;

            


    

     

    
      	4.4.3  	
              revoke
                all existing authorities to bankers and give authority in favour
                of
                persons nominated by the Buyer to operate such
                accounts;

            


    

     

    
      	4.4.4  	
              change
                the registered office address as the Buyer directs;
                and

            


    

     

    
      	4.4.5  	
              change
                the accounting reference date as the Buyer directs.
                

            


    

     

    
      	4.5  	
              At
                Completion the Buyer shall deliver to the
                Sellers:

            


    

     

    
      	4.5.1  	
              a
                copy, certified to be a true copy by a director or secretary of the
                Buyer,
                of a resolution of the Buyer's board of directors (or an authorised
                committee of that board) authorising the execution and completion
                of this
                Agreement and the documents referred to in Clause 4 by the
                Buyer;

            


    

     

    
      	4.5.2  	
              an
                original of the Supply Agreement duly executed by the Company;
                

            


    

     

    
      	4.5.3  	
              an
                original of the Transition Services Agreement duly executed by the
                Company; and

            


    

     

    
      	4.5.4  	
              an
                original of the Trademark Licence duly executed by the
                Company.

            


    

     

    
      	4.6  	
              Forthwith
                following Completion, the Buyer shall pay
                (via the Buyer's Solicitors) that part of the Consideration referred
                to in
                Clause 3.1.1
                by
                telegraphic transfer to the account specified in the undertaking
                from the
                Buyer's Solicitors in the agreed
                form.

            


    

     

    
      	4.7  	
              The
                Buyer is not obliged to complete this Agreement unless each of the
                Sellers
                has fulfilled all its obligations under this
                Clause.

            


    

     

    
      	4.8  	
              The
                Sellers are not obliged to complete this Agreement unless the Buyer
                has
                fulfilled all its obligations under this Clause (other than the obligation
                under Clause 4.6, which will be fulfilled by the Buyer forthwith
                following
                Completion).

            


    

     

    
      	4.9  	
              The
                Sellers covenant that, with effect from the giving of the undertaking
                by
                the Buyer's Solicitors referred to in Clause 4.6, the Company shall
                have
                no liability (whether actual or contingent) under (and shall have
                been
                released from any obligations under) any loan, facility, overdraft
                or
                other financing agreements or arrangements in the nature of bank
                (or other
                professional lending) financing (or under any security agreements
                or
                security arrangements in connection with bank (or other professional
                lending) financing) which have been entered into by (or which are
                or were
                for the benefit of):

            


    

     

    
      	4.9.1  	
              one
                or more members of the Sellers' Group;
                or

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	4.9.2  	
              one
                or more former members (other than the Company and the Subsidiary)
                of the
                Sellers' Group). 

            


    

     

    For
      the
      avoidance of doubt "bank
      (or other professional lending) financing"
      does not
      include commercial terms of trade (including periods for settlement of invoices
      or retention of title provisions) agreed on a bi-lateral basis between the
      Company and a member of the Sellers' Group in relation to the supply of products
      between those companies in the ordinary course of business. 

    


    
      	5.  	
              WARRANTIES

            


    

     

    
      	5.1  	
              The
                Sellers warrant to the Buyer that (subject to Clause 5.2)
                each Warranty is accurate on the date of this
                Agreement.

            


    

     

    
      	5.2  	
              The
                Warranties are subject only to:-

            


    

     

    
      	5.2.1  	
              any
                matter which is fairly disclosed in the Disclosure Letter;
                and

            


    

     

    
      	5.2.2  	
              the
                provisions of Clause 6.

            


    

     

    
      	5.3  	
              The
                Buyer acknowledges that (1) it accepts responsibility for determining
                the
                scope of its investigations of the Company and for the manner in
                which
                such investigations have been conducted, (2) the Sellers are not
                making
                any warranties, express or implied, of any nature whatsoever with
                respect
                to the Company other than the Warranties.


            


    

     

    
      	5.4  	
              Each
                of the Warranties shall be interpreted as a separate and independent
                Warranty so that the Buyer shall have a separate claim and right
                of action
                in respect of every breach of each
                Warranty.

            


    

     

    
      	5.5  	
              No
                information supplied by, or on behalf of, the Company (or any of
                the
                Employees) to the Sellers or their advisers in connection with the
                business and affairs of the Company constitutes a representation,
                warranty
                or undertaking as to its accuracy to the Sellers by the Company (or
                by any
                of the Employees) and each of the Sellers waives each and every claim
                which it may have against the Company or any of the employees in
                respect
                of such information, save that such a waiver will not apply in respect
                of
                a claim against an Employee in the event of (and to the extent of)
                any
                fraud or wilful misconduct (including wilful non-disclosure) by that
                Employee.

            


    

     

    
      	6.  	
              LIMITATION
                ON LIABILITY

            


    

     

    
      	6.1  	
              The
                Sellers' liability under the Warranties shall be limited as
                follows:-

            


    

     

    
      	6.1.1  	
              no
                Claim shall be made by the Buyer, and the Sellers shall not be liable
                in
                respect of any breach of the Warranties, unless the liability for
                that
                individual Claim shall equal or exceed US$10,000, and until the aggregate
                liability for all claims under this Agreement shall equal or exceed
                US$100,000 in which case the whole amount shall be capable of being
                claimed and not merely the excess;

            


    

     

    
      	6.1.2  	
              the
                Sellers' maximum aggregate liability in respect of Warranties 1.1
                to 1.5
                (inclusive), 1.7, 2.1, 2.2, 4.2.1, 4.2.2, 6.1 and 6.2 is limited
                to the
                Consideration;

            


    

     

    
      	6.1.3  	
              the
                Sellers' maximum aggregate liability in respect of the remainder
                of the
                Warranties not listed in Clause 6.1.2
                (other than the Tax Warranties) and in respect of any other Claim
                (as
                defined) is limited to 10% of the
                Consideration;

            


    

     

    
      	6.1.4  	
              the
                Sellers' maximum aggregate liability under the Tax Warranties and
                the Tax
                Deed (other than in relation to any claim that arises in connection
                with,
                as a result of or in consequence of any amounts surrendered or claimed
                by
                way of group relief) is limited to 10% of the
                Consideration;

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	6.1.5  	
              the
                Sellers' maximum aggregate liability under the Tax Warranties and
                the Tax
                Deed in relation to any claim that arises in connection with, as
                a result
                of or in consequence of any amounts surrendered or claimed by way
                of group
                relief is limited to £300,000;

            


    

     

    
      	6.1.6  	
              no
                claim:-

            


    

     

    
      	(a)  	
              for
                breach of the Warranties otherwise than in relation to Tax shall
                be made
                unless the Claim has been notified in writing to the Sellers summarising
                the nature of the Claim as far as it is known to the Buyer and a
                reasonable estimate of the amount claimed before 31 August 2008;
                and

            


    

     

    
      	(b)  	
              in
                relation to Tax or under the Tax Deed shall be made unless the claim
                has
                been notified in writing to the Sellers summarising the nature of
                the
                claim as far as it is known to the Buyer and a reasonable estimate
                of the
                amount claimed before the seventh anniversary of Completion (save
                that any
                claim that arises in connection with, as a result of or in consequence
                of
                any amounts surrendered or claimed by way of group relief must be
                notified
                prior to 1 January 2009 (unless a notice from HMRC in relation to
                any such
                matter is received on or after 1 December 2008, in which event such
                claim
                must be notified as soon as reasonably practicable thereafter and
                in any
                event prior to 31 January 2009));

            


    

     

    
      	6.1.7  	
              the
                Sellers shall not be liable in respect of any breach of the Warranties
                if
                and to the extent that the resulting loss has been recovered under
                the Tax
                Deed.

            


    

     

    
      	6.1.8  	
              no
                Claim shall be made and the Sellers shall not be liable under any
                Claim:

            


    

     

    
      	(a)  	
              to
                the extent that a provision, reserve or allowance relating to the
                subject
                matter of the Claim has been made in the Management Accounts or the
                Accounts in respect thereof; or

            


    

     

    
      	(b)  	
              to
                the extent that such liability arises or is increased as a direct
                result
                of any change or changes in legislation
                or
                published practice of a Tax Authority or generally accepted accounting
                practice
                after Completion (primary or delegated) and whether or not with
                retrospective effect; or

            


    

     

    
      	(c)  	
              to
                the extent that such liability occurs or arises as a direct result
                of or
                is otherwise attributable wholly or partly to any act, transaction
                or
                omission of the Company or the Buyer or their respective directors
                or
                employees on or after Completion (including any act, transaction
                or
                omission which does or might reasonably be expected to subject the
                Company
                to a greater risk of enforcement action or any investigation under
                Environmental Law) otherwise
                than: 

            


    

     

    
      	(i)  	
              in
                the ordinary and proper course of business; or


            


    

     

    
      	(ii)  	
              pursuant
                to the Buyer investigating the circumstances of a Claim or evaluating
                of
                the merits of a Claim; or

            


    

     

    
      	(iii)  	
              pursuant
                to a legally binding commitment created on or before Completion by
                the
                Company; or

            


    

     

    
      	(iv)  	
              required
                by law or any regulatory authority.

            


    

     

    
      	(d)  	
              to
                the extent that any Claim or the subject matter thereof has been
                or is
                made good or is otherwise compensated for (otherwise than by the
                Buyer or
                any member of the Buyer ́s Group);
                or

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	(e)  	
              to
                the extent that the Buyer has recovered a sum in respect of a Claim
                under
                any policy of insurance (which the Buyer will use reasonable endeavours
                to
                procure) provided that if the Buyer makes a claim against an insurance
                policy in connection with a Claim, then the Sellers undertake to
                indemnify
                the Buyer in full for any increase in the Buyer's insurance premium
                resulting from the Buyer making a claim on its insurance policy;
                or

            


    

     

    
      	(f)  	
              to
                the extent that a Claim results from, or is increased, or extended
                by, the
                change of the accounting reference date of the Company on Completion
                or
                any subsequent change thereafter or by any voluntary
                change
                in the accounting policies of the Company after Completion unless
                such
                change is necessary to comply with generally accepted accounting
                practice
                subsisting at Completion; or

            


    

     

    
      	(g)  	
              to
                the extent that the Buyer or the Senior Management have actual knowledge
                at the date of this Agreement of any actual breach of the Warranties
                by
                the Sellers which would enable a Claim to be
                brought.

            


    

     

    
      	6.2  	
              None
                of the limitations contained in Clause 6.1
                apply to any Claim that arises or is delayed as a result of fraud,
                dishonesty, wilful misconduct or wilful concealment by a Seller,
                its
                agents, officers or advisors except the Senior
                Management.

            


    

     

    
      	6.3  	
              In
                assessing the liability of the Sellers in respect of any Claim there
                shall
                be taken into account any benefit (including Taxation benefit) accruing
                to
                the Buyer or the Company solely and directly as a consequence of
                the
                matter or circumstances giving rise to the
                Claim.

            


    

     

    
      	6.4  	
              The
                Buyer shall not be entitled to recover any sum more than once in
                respect
                of any Claim under the Warranties or otherwise obtain reimbursement
                more
                than once in respect of any loss which arises out of the same act,
                matter
                or thing to the extent that the Buyer has already made a recovery
                or
                obtained reimbursement) under the Warranties in respect of that act,
                matter or thing.

            


    

     

    
      	6.5  	
              Where
                the Buyer and/or the Company is/are at any time entitled to recover
                from
                some other person any sum in respect of any matter giving rise to
                a Claim
                the Buyer shall and shall procure that the Company shall take all
                reasonable steps to enforce such recovery (and shall notify the Sellers
                of
                the Claim) and in the event that the Buyer or the Company shall recover
                any amount from such other person the amount of the Claim against
                the
                Sellers shall be reduced by the net amount (having deducted the reasonable
                and proper costs of recovery) recovered from such other
                person.

            


    

     

    
      	6.6  	
              If
                the Sellers pay at any time to the Buyer or to the Company an amount
                pursuant to a Claim and the Company subsequently becomes entitled
                to
                recover from some other person any sum in respect of any matter giving
                rise to such Claim, the Buyer shall procure that the Company shall
                take
                all reasonable steps to enforce such recovery and shall (as soon
                as
                reasonably practicable) repay to the Sellers so much of the amount
                paid by
                it to the Buyer or the Company as does not exceed the net sum (having
                deducted the reasonable and proper costs of recovery) recovered from
                such
                other person.

            


    

     

    
      	7.  	
              INDEMNITY

            


    

     

    
      	7.1  	
              The
                Sellers agree to indemnify and keep indemnified the Buyer against
                all
                actions, proceedings, demands, claims, costs and liabilities whatsoever
                in
                connection with:

            


    

     

    
      	7.1.1  	
              any
                and all Environmental Liabilities of the Company or the
                Subsidiary;

            


    

     

    
      	7.1.2  	
              the
                Subsidiary insofar as such actions, proceedings, demands, claims,
                costs
                and liabilities relate to any real property leased, occupied or owned
                by
                it at any time during which the Subsidiary has been a subsidiary
                undertaking of KII; and

            


    

     

    
      	7.1.3  	
              any
                Claim relating to Tax made pursuant to a deed of indemnity between
                inter
                alia the Company, Brendan Murphy and Carolyn
                Murphy.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	8.  	
              CONDUCT
                OF CLAIMS

            


    

     

    
      	8.1  	
              If
                either the Buyer or the Company become aware of a matter which they
                reasonably consider might give rise to a Claim or a Claim for Tax
                or one
                of the Sellers becomes aware of a matter which it reasonably considers
                might give rise to a Claim pursuant to the Buyer’s Warranties then such
                party:

            


    

     

    
      	8.1.1  	
              shall
                (or, in the case of the Buyer, shall procure that the Company shall)
                as
                soon as reasonably practicable give notice to the Sellers or the
                Buyer as
                the case may be of the matter and shall consult with the Sellers
                or the
                Buyer as the case may be with respect to such matter but such notice
                shall
                not be a condition precedent to the liability of the Sellers or the
                Buyer
                as the case may be;

            


    

     

    
      	8.1.2  	
              shall
                provide to the Sellers or the Buyer as the case may be and its advisers
                reasonable access (at reasonable hours and with reasonable prior
                notice
                having been given) to premises and personnel and to relevant assets,
                documents and records within the Buyer’s or the Sellers’ Group (as the
                case may be) for the purposes of investigating the
                matter;

            


    

     

    
      	8.1.3  	
              (at
                the requesting Party's cost) may take copies of the documents or
                records
                relevant to the matter, and photograph the premises or assets, referred
                to
                in Clause 8.1.2;

            


    

     

    
      	8.1.4  	
              subject
                to the following provisions of this Clause 8, shall (and in the case
                of
                the Buyer shall procure that the Company shall) take such action
                and give
                such information and assistance in connection with the affairs of
                the
                Buyer or the Company or the Sellers as the requesting party may reasonably
                request in writing to negotiate, avoid, dispute, resist or defend
                against
                the matter;

            


    

     

    
      	8.1.5  	
              shall
                indemnify the other party against all costs and expenses reasonably
                incurred by that other party or any member of such party’s Group in
                complying with their obligations under this Clause 8.

            


    

     

    
      	8.2  	
              The
                Buyer and, as the case may be, the Sellers shall not be obliged to
                take or
                procure the taking of any of the following actions pursuant to its
                obligations contained in Clause 8.1.4:

            


    

     

    
      	8.2.1  	
              the
                submission of any proposal to settle or compromise the relevant matter
                made by the Sellers or the Buyer (as the case may be) of which the
                Buyer
                (or the Sellers as the case may be) (acting reasonably) does not
                approve;

            


    

     

    
      	8.2.2  	
              agreeing
                to the settlement or compromise of any claim or any proposal for
                the same
                which is likely to have an adverse effect on the future liability
                of the
                Company, the Buyer or any member of the Buyer’s Group or the Sellers or
                any member of the Sellers’ Group unless the Sellers (or the Buyer as the
                case may be) indemnify the Buyer (or the Sellers as the case may
                be), or
                the Company or the relevant member of the Buyer’s Group or the Sellers’
                Group (as the case may be) against any such future
                liability;

            


    

     

    
      	8.2.3  	
              complying
                with any unreasonable instruction of the Sellers or the Buyer as
                the case
                may be or taking any action or procuring the taking of any action
                which
                the Buyer or the Sellers (as the case may be) considers (acting
                reasonably) to be onerous or prejudicial to the Buyer or any member
                of the
                Buyer’s Group or the Sellers or any member of the Sellers’ Group (as the
                case may be).

            


    

     

    
      	8.3  	
              If
                a Party does not request the other to take action pursuant to Clause
                8.1.4
                or
                shall fail to indemnify the other Party or the Company concerned
                in
                accordance with Clause 8.1.5
                within 14 days of the written notice to the Sellers (or the Buyer
                as the
                case may be) served in accordance with Clause 8.1.1
                the Buyer (or the Sellers as the case may be) or the Company shall
                be free
                to pay or settle the relevant matter on such terms as it may in its
                absolute discretion think fit notwithstanding the provisions of Clause
                8.2.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	8.4  	
              Any
                claim under the Warranties or the Buyer's Warranties shall (if it
                has not
                been previously satisfied, settled or withdrawn) be deemed to be
                irrevocably withdrawn and waived at the expiration of twelve months
                from
                the date of giving notice of such claim (or claim under the Buyer’s
                Warranties) unless legal proceedings in respect thereof have been
                commenced by the other party by issuing and serving such proceedings
                on
                the Sellers (or the Buyer as the case may be) and the loss giving
                rise to
                any such claim (or claim under the Buyer’s Warranties) which shall be so
                deemed withdrawn and waived shall not be capable of being the subject
                of a
                further claim (or claim under the Buyer’s
                Warranties).

            


    

     

    
      	8.5  	
              Subject
                to Clause 8.3
                notwithstanding any failure by the Buyer to notify the Sellers or
                of the
                Sellers to notify the Buyer (as the case may be) pursuant to Clause
                8.1.1
                the Buyer (or the Sellers as the case may be) shall not (and shall
                procure, only in the case of the Buyer, that the Company shall not)
                settle
                or compromise any such claim or make any admission of liability without
                the prior written consent of the Sellers or the Buyer (as the case
                may be)
                (which shall not be unreasonably withheld or
                delayed).

            


    

     

    
      	8.6  	
              If
                any Claim (or claim under the Buyer’s Warranties) shall arise by reason of
                some liability which, at the time the Claim (or claim under the Buyer’s
                Warranties) is notified to the Sellers (or the Buyer as the case
                may be),
                is contingent only, the Sellers (or the Buyer as the case may be)
                shall
                not be under any obligation to make any payment in respect of such
                Claim
                (or claim under the Buyer’s Warranties) unless and until the contingent
                liability crystallises as an actual liability. Provided that such
                Claim
                shall have been notified to the Sellers or the Buyer (as the case
                may be)
                in accordance with Clause 6.1.6
                then Clause 8.4
                shall be amended in relation to such Claim (or claim under the Buyer’s
                Warranties) so as to require that legal proceedings be commenced
                within
                twelve months from the date on which the said liability ceases to
                be
                contingent or becomes capable of being quantified, as the case may
                be.

            


    

     

    
      	8.7  	
              Nothing
                in this agreement shall be deemed to relieve the Buyer or of the
                Sellers
                (as the case may be) from any duty to mitigate any loss or damage
                incurred
                by it.

            


    

     

    
      	9.  	
              PROTECTION
                OF GOODWILL

            


    

     

    
      	9.1  	
              For
                the purposes of this Clause 9,
                the words "Restricted
                Person"
                means any member of the Sellers'
                Group.

            


    

     

    
      	9.2  	
              Subject
                to Clauses 9.3
                and 9.4,
                the Sellers undertake to the Buyer (for itself and as trustee for
                the
                holders for the time being of the Shares but so that the Buyer shall
                not
                as trustee be under any obligation to such holders to enforce the
                undertakings and may release or waive them in whole or in part as
                it, in
                its absolute discretion, thinks fit) that without the written consent
                of
                the Buyer:- 

            


    

     

    
      	9.2.1  	
              for
                a period of 2 years from Completion they will not in the United Kingdom,
                the European Union or Dubai in any capacity whatsoever directly or
                indirectly carry on or assist in carrying on or be engaged, concerned
                or
                interested in any business which competes with the Restricted Business
                (or
                with any part of the Restricted
                Business);

            


    

     

    
      	9.2.2  	
              for
                a period of 2 years from Completion they will not and will procure
                that no
                other Restricted Person will do any act or thing with the primary
                intention of causing any supplier of or other person in the habit
                of
                dealing with the Company (at Completion) to be unable or unwilling
                to deal
                with the Company either at all or in part or on the terms on which
                it had
                previously dealt with the Company or with the primary intention of
                causing
                any person having a contract or arrangement with the Company (at
                Completion) to breach, terminate or modify that contract or arrangement
                to
                exercise any right under it; and

            


    

     

    
      	9.2.3  	
              for
                a period of 2 years from Completion they will not and will procure
                that no
                other Restricted Person will solicit or endeavour to entice away
                from the
                Company any employee of the Company who is at the date of this Agreement
                and at the time of such attempt an Employee; and
                

            


    

     

    
      	9.2.4  	
              they
                will not at any time in connection with any business carried on by
                it or
                otherwise howsoever use directly or indirectly or authorise any person
                to
                use directly or indirectly any distinctive mark, style or logo the
                rights
                to which, at Completion, were owned by the Company or the Subsidiary
                (“Company Trademarks”) or any mark, style or logo confusingly similar to
                or likely to be confused with any Company Trademarks, nor use the
                name
                "Contico" (or any name confusingly similar thereto) in the UK, Europe
                or
                Dubai. 

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	9.3  	
              The
                restrictions in Clause 9.2
                shall terminate with regard to the obligations of KII, CEH or any
                Restricted Person (respectively) immediately upon a change of control
                of
                that particular company. For the purpose of this clause, "change
                of control"
                shall mean the acquisition by a third party and any connected person
                (in
                one transaction or a series of transactions) of (i) an interest in
                shares
                in the relevant company conferring in aggregate more that 50% of
                the total
                voting rights conferred by all of the issued shares in that company
                or any
                of its parents, taking account at the relevant time of provisions
                regarding voting rights contained in the articles of association
                of that
                company or its parents, as applicable, or (ii) substantially all
                (over 85
                per cent) of its assets.

            


    

     

    
      	9.4  	
              Nothing
                in Clause 9.2
                shall prevent KII or CEH or any other Restricted Person
                from:-

            


    

     

    
      	9.4.1  	
              owning
                not more than five per cent of any class of the issued share capital
                of a
                company which is dealt in on a recognised investment exchange (as
                defined
                in the Financial Services and Markets Act 2000); or
                

            


    

     

    
      	9.4.2  	
              employing
                any person who has approached the relevant party as a result of a
                general
                advertising campaign by or on behalf of KII, CEH or such other Restricted
                Person.

            


    

     

    
      	9.5  	
              KII
                and CEH have taken independent legal advice and acknowledge that
                they
                consider the undertakings contained in Clause 9.2
                reasonable for the proper protection of the business of the Company
                and
                the legitimate interests of the
                Buyer.

            


    

     

    
      	9.6  	
              Each
                of the undertakings contained in Clause 9.2
                is
                separate and severable and shall be construed on that basis. In the
                event
                that any of such undertakings is found to be void but would be valid
                if
                some part of it were deleted or if the period or extent of it were
                reduced
                such undertaking shall apply with such modification as may be necessary
                to
                make it valid and effective.

            


    

     

    
      	10.  	
              CONFIDENTIAL
                INFORMATION

            


    

     

    
      	10.1  	
              The
                Sellers shall
                not at any time make use of or disclose to any person Confidential
                Information belonging to the Company except for the purposes contemplated
                by this Agreement.

            


    

     

    
      	10.2  	
              The
                Buyer shall not at any time make use of or disclose to any person
                Confidential Information belonging to the Sellers or the Sellers’ Group
                (other than the Company) except for the purposes contemplated by
                this
                Agreement.

            


    

     

    
      	10.3  	
              Clause
                10.1
                does not apply to:-

            


    

     

    
      	10.3.1  	
              use
                or disclosure of Confidential Information required to be used or
                disclosed
                by law;

            


    

     

    
      	10.3.2  	
              disclosure
                of Confidential Information to a director, officer or employee of
                the
                Buyer or to an Employee of the Company whose function requires that
                he has
                possession of the Confidential
                Information;

            


    

     

    
      	10.3.3  	
              disclosure
                of Confidential Information to an adviser for the purpose of advising
                the
                Sellers in connection with this Agreement provided that such disclosure
                is
                subject to the terms set out in Clause 10.1;
                or

            


    

     

    
      	10.3.4  	
              Confidential
                Information which becomes publicly known except as a result of a
                breach of
                Clauses 10.1
                or
                10.2.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	10.4  	
              The
                Sellers and the Buyer may disclose the Transaction Documents to bona
                fide
                third party purchasers of the entire issued share capital of, or
                substantially all (over 85 per cent) of the assets of, a Seller or
                the
                Buyer or members of their Group if the disclosing party procures
                that the
                people to whom the Transaction Documents are disclosed first enter
                into a
                non-disclosure agreement in a customary form and that such people
                keep the
                information confidential in accordance with the terms of such
                agreement

            


    

     

    
      	11.  	
              ANNOUNCEMENTS

            


    

     

    
      	11.1  	
              Subject
                to Clause 11.2,
                neither the Buyer nor the Sellers shall at any time make or send
                any
                announcement, communication or circular relating to the subject matter
                of
                this Agreement unless such party has first obtained the other party's
                written consent to the form and text of such announcement, such consent
                not to be unreasonably withheld.

            


    

     

    
      	11.2  	
              Clause
                11.1
                does not apply to an announcement, communication or
                circular:-

            


    

     

    
      	11.2.1  	
              required
                by law or by the London Stock Exchange or any other securities exchange
                or
                by any governmental authority, in which event the party required
                to make
                or send such announcement, communication or circular shall, where
                practicable, first consult with the other party as to the content
                of such
                announcement; or

            


    

     

    
      	11.2.2  	
              to
                confirm that the sale of the Company to the Buyer has taken place
                and the
                date of the sale.

            


    

     

    
      	12.  	
              NOTICES

            


    

     

    
      	12.1  	
              Subject
                to Clause 12.2,
                any notice or other communication pursuant to or in connection with
                this
                Agreement shall be in writing and delivered personally or sent by
                first
                class pre-paid recorded delivery post (air mail if overseas) to the
                party
                due to receive such notice or by sending it by fax to the fax number
                of
                the party concerned set out in this Clause, or such other fax number
                as
                may from time to time have been notified in writing to the other
                party in
                accordance with this Clause 12)
                (subject to the original notice or communication being sent in the
                post on
                the same day in the manner specified
                above):

            


    

     

    In
      the
      case of the Sellers, 2461 South Clark Avenue, Suite 630, Arlington, Virginia
      22022, for the attention of Amir Rosenthal, CFO, with fax no: +1 (703) 236
      3170,
      with a copy to Hunton & Williams LLP, Bank of America Plaza, Suite 4100,
      Atlanta, Georgia 30308-2216, for the attention of Joseph B. Alexander, Jr.,
      Esq., with fax no: +1 (404) 602-9004.

     

    In
      the
      case of the Buyer, 49 Rodney Street, Liverpool, L1 9EW, for the attention of
      David Chestnutt, Chief Executive, with fax no: +44 (0) 151 706 0627, with a
      copy
      to Pinsent Masons, 1 Park Row, Leeds LS1 5AB, for the attention of Rob
      Hutchings, with fax no. (+44) 113 244 8000.

     

    
      	12.2  	
              KII
                irrevocably appoints CEH as its agent for service of process in England,
                service upon whom shall be deemed completed whether or not forwarded
                to,
                or received by KII. If such process agent ceases to have an address
                in
                England, KII hereby irrevocably agrees to appoint a new process agent
                acceptable to the Buyer and to deliver to the Buyer within 14 days
                a copy
                of a written acceptance of appointment by such process
                agent.

            


    

     

    
      	12.3  	
              Any
                notice required to be served on the Sellers shall be effective if
                served
                on either KII or CEH in accordance with this
                Clause.

            


    

     

    
      	12.4  	
              Subject
                to Clause 12.5,
                any notice or other communication shall be deemed to have been
                served:-

            


    

     

    
      	12.4.1  	
              if
                delivered personally, when left at the address referred to in Clause
                12.1;

            


    

     

    
      	12.4.2  	
              if
                sent by pre-paid recorded delivery post (except air mail), two days
                after
                posting it;

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	12.4.3  	
              if
                sent by air mail, four days after posting
                it;

            


    

     

    
      	12.4.4  	
              if
                sent by fax (subject to the original notice or communication being
                sent by
                post on the same day in the manner specified in Clause 12.1)
                one hour after despatch subject to receipt during office
                hours.

            


    

     

    
      	12.5  	
              If
                a notice is given or deemed given at a time or on a date which is
                not a
                Business Day, it shall be deemed to have been given on the first
                Business
                Day thereafter.

            


    

     

    
      	13.  	
              ENTIRE
                AGREEMENT

            


    

     

    
      	13.1  	
              This
                Agreement and the Disclosure Letter sets out the entire agreement
                and
                understanding between the parties in respect of the subject matter
                of this
                Agreement. This Agreement supersedes and extinguishes all previous
                agreements between the parties relating to the subject matter thereof
                and
                any representations and warranties previously given or made, including,
                without limitation, the heads of agreement dated 29/30 April 2007
                which
                shall cease to have any further force or effect. It is agreed that:-
                

            


    

     

    
      	13.1.1  	
              the
                Buyer has not entered into this Agreement in reliance upon, nor relied
                upon, any representation, warranty or undertaking of any other party
                which
                is not expressly set out in this
                Agreement;

            


    

     

    
      	13.1.2  	
              no
                party shall have any remedy in respect of, and each party hereby
                irrevocably and unconditionally waives any right it may have to claim
                damages or to rescind this Agreement by reason of, any misrepresentation
                or any untrue statement made by any other party which is not contained
                in
                this Agreement nor for any breach of warranty which is not contained
                in
                this Agreement;

            


    

     

    
      	13.1.3  	
              no
                breach of this Agreement shall in any event give rise to a right
                on the
                party of the Buyer to rescind or terminate this
                Agreement;

            


    

     

    
      	13.1.4  	
              this
                Clause shall not exclude any liability for, or remedy in respect
                of fraud,
                or fraudulent misrepresentation;
                and

            


    

     

    
      	13.1.5  	
              the
                Buyer has no rights against and may not make a claim against any
                employee,
                director (save to the extent that such claim arises from any matters
                not
                disclosed in their letters of resignation, in the agreed form), agent
                or
                adviser of any member (other than the Company or the Subsidiary)
                of the
                Sellers’ Group.

            


    

     

    
      	13.2  	
              No
                variation of this Agreement shall be effective unless made in writing
                and
                signed by or on behalf of each
                party.

            


    

     

    
      	14.  	
              FURTHER
                ASSURANCE

            


    

     

    
      	14.1  	
              During
                the period which is two years from and after Completion, each of
                the Buyer
                and the Sellers shall:-

            


    

     

    
      	14.1.1  	
              at
                their own cost at any time after Completion do or procure the doing
                of all
                such acts and things and/or execute or procure the execution of all
                such
                documents as the other party may reasonably request for the purpose
                of
                vesting the Shares in the Buyer or giving full effect to all the
                provisions of this Agreement; and

            


    

     

    
      	14.1.2  	
              at
                the other party’s cost give to the other party such assistance as it may
                reasonably require in connection with any dispute or threatened dispute
                directly or indirectly relating to the Company, the Property, the
                Intellectual Property, (including the Company Trademarks) and/or
                the
                Confidential Information.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	14.2  	
              In
                the event that (following Completion) any sum is received by any
                member of
                the Seller's Group from a customer of the Company and which that
                customer
                despatched in intended payment of (all or part of) an invoice from
                the
                Company and for the Company's account, the Sellers shall procure
                that such
                sum is forwarded to the Company as soon as reasonably practicable
                after
                such receipt.

            


    

     

    
      	15.  	
              EFFECT
                OF COMPLETION

            


    

     

    This
      Agreement and in particular the Warranties and the Tax Deed insofar as any
      of
      its provisions remain to be, or are capable of being, performed or observed,
      shall remain in full force and effect after Completion.

     

    
      	16.  	
              WAIVER

            


    

     

    
      	16.1  	
              The
                failure to exercise or delay in exercising a right or remedy under
                this
                Agreement shall not constitute a waiver of the right or remedy or
                a waiver
                of any other rights or remedies and no single or partial exercise
                of any
                right or remedy under this Agreement shall prevent any further exercise
                of
                the right or remedy or the exercise of any other right or
                remedy.

            


    

     

    
      	16.2  	
              Unless
                specifically provided otherwise, the rights and remedies contained
                in this
                Agreement are in addition to, and not exclusive of, any other rights
                or
                remedies available at law.

            


    

     

    
      	17.  	
              COSTS

            


    

     

    The
      Buyer
      and the Sellers shall each pay their own costs in relation to the negotiation,
      preparation, execution and implementation of this Agreement and of each document
      referred to in this Agreement.

     

    
      	18.  	
              ASSIGNMENT

            


    

     

    Except
      as
      provided herein, no party may assign, or grant an Encumbrance or security
      interest over, any of its rights under this Agreement. Each party that has
      rights under this Agreement is acting for its own behalf. The Buyer may assign
      its rights under this Agreement but not its obligations to a member of its
      Group
      (“Permitted
      Assignee”).
      In
      the event of any Permitted Assignee itself subsequently becoming the subject
      of
      a sale or transfer other than to a Permitted Assignee then the Buyer shall
      procure that the rights assigned under this agreement are assigned to a
      Permitted Assignee prior to the completion of any such sale or transfer. For
      the
      avoidance of doubt nothing in this Agreement shall restrict or prohibit the
      ability of the Buyer or the Company to deal with the Shares or any assets of
      the
      Company.

     

    
      	19.  	
              CONTRACTS
                (RIGHTS OF THIRD PARTIES) ACT
                1999

            


    

     

    Subject
      to Clause 18
      (and
      save for the persons referred to in Clause 5.5),
      a
      person who is not a party to this Agreement shall have no rights under the
      Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term
      of
      this Agreement provided that this does not affect any right or remedy of the
      third party which exists or is available apart from that Act. No party may
      declare itself as a trustee of the rights under this Agreement for the benefit
      of any third party save as expressly provided in this Agreement.

     

    
      	20.  	
              COUNTERPARTS

            


    

     

    This
      Agreement may be executed in any number of counterparts and by each of the
      parties on separate counterparts each of which when executed and delivered
      shall
      be deemed to be an original, but all the counterparts together shall constitute
      one and the same document.

     

    
      	21.  	
              LAW
                AND JURISDICTION

            


    

     

    
      	21.1  	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of England.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	21.2  	
              The
                parties hereby submit to the exclusive jurisdiction of the High Court
                of
                England in relation to any dispute or claim arising out of or in
                connection with this Agreement.

            


    

     

    EXECUTED
      AS A DEED
      by the
      parties on the date which first appears in this deed.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 1

    THE
      COMPANY

    PART 1  

     

    
      	
              1.

            	
              Registered
                number: 01338772

            


    

     

    
      	
              2.

            	
              Registered
                office: Cardrew Way, Redruth, Cornwall, TR15
                1ST

            


    

     

    
      	
              3.

            	
              Date
                and place of incorporation: 15/11/1977, United
                Kingdom

            


    

     

    
      	
              4.

            	
              Authorised
                share capital: 250,000 Ordinary Shares of
£1

            


    

     

    
      	
              5.

            	
              Issued
                share capital: 222,758 Ordinary Shares of
£1

            


    

     

    
      	
              6.

            	
              Shareholders:

            


    

     

    Shareholder                                    No
      of
      class shares

     

    CEH
      Limited, Cardrew Way, Redruth, Cornwall                222,758
      Ordinary Shares

     

    
      	
              7.

            	
              Loan
                capital: None

            


    

     

    
      	
              8.

            	
              Directors:

            


    

     

    Name                                                Address

     

    
      	
              Keith
                Mills

               

            	
              800
                Green Street, PO Box 166, Niagara on the Lake, Ontario, Losijo,
                Canada

               

            
	
              Christopher
                Anderson

               

            	
              111
                Radio Circle, Mount Kisco, NY 10549

               

            
	
              Anthony
                T Castor III

               

            	
              3625
                10th Street North, Apt. 904, Arlington, Virginia 22201, USA

               

            
	
              Vernon
                Leslie Holmes

               

            	
              12
                Warren Wood Drive, High Wycombe, Buckinghamshire HP11 1DZ

               

            
	
              Christopher
                Lacovara

               

            	
              65
                Central Park West, Penthouse G, New York, 10023, USA

               

            


    

    
      	
              9.

            	
              Secretary:
                

            


    

     

    
      	
              Alan
                Richard Elkins

               

            	
              1
                Garden Way, Little Trethiggey, Quintrell Downs, Newquay,
                Cornwall

               

            


    

    
      	
              10.

            	
              Accounting
                reference date: 31/12

            


    

     

    
      	
              11.

            	
              Auditors:
                PricewaterhouseCoopers LLP

            


    

     

    
      	
              12.

            	
              Charges:
                None

            


    

     

    
      	
              13.

            	
              Main
                activity: Manufacturing

            


    

     

    14.  Subsidiary:
      Spraychem
      Limited

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    THE
      SUBSIDIARY

     

    PART 2  

     

    
      	
              1.

            	
              Registered
                number: 01670517

            


    

     

    
      	
              2.

            	
              Registered
                office: Cardrew Way, Redruth, Cornwall, TR15
                1ST

            


    

     

    
      	
              3.

            	
              Date
                and place of incorporation: 07/10/1982, United
                Kingdom

            


    

     

    
      	
              4.

            	
              Authorised
                share capital: 20,000 Ordinary Shares of
£1

            


    

     

    
      	
              5.

            	
              Issued
                share capital: 1,000 Ordinary Shares of
£1

            


    

     

    
      	
              6.

            	
              Shareholders:

            


    

     

    Shareholder                                        No
      of
      class shares

     

    Contico
      Manufacturing Limited

    Cardrew
      Way Redruth, Cornwall                            1,000
      Ordinary Shares

    


    
      	
              7.

            	
              Loan
                capital: None

            


    

     

    
      	
              8.

            	
              Directors:

            


    

     

    Name                                                Address

     

    
      	
              Vernon
                Leslie Holmes

               

            	
              12
                Warren Wood Drive, High Wycombe, Buckinghamshire, HP11 1DZ

               

            


    

    
      	
              9.

            	
              Secretary:
                

            


    

     

    
      	
              Alan
                Elkins

               

            	
              1
                Garden Way, Little Trethiggey, Quintrell Downs, Newquay, Cornwall,
                TR8
                4LG

               

            


    

    
      	
              10.

            	
              Accounting
                reference date: 31/01

            


    

     

    
      	
              11.

            	
              Auditors:
                PricewaterhouseCoopers LLP

            


    

     

    
      	
              12.

            	
              Charges:
                None

            


    

     

    
      	
              13.

            	
              Main
                activity: Other manufacturing, other wholesale, non-trading
                company

            


    

     

    14.  Subsidiaries:
      None

     

    


     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 2  

     

    PART 1  

     

    WARRANTIES

     

    (CLAUSE
      5)

     

    
      	1.  	
              SHARE
                CAPITAL AND SUBSIDIARIES

            


    

     

    Shares

     

    
      	1.1  	
              CEH
                is the legal owner of the Shares and KII is the beneficial owner
                of the
                Shares and are entitled to sell the Shares with full title guarantee
                on
                the terms of this Agreement without the consent of any third
                party.

            


    

     

    
      	1.2  	
              The
                Shares constitute the whole of the Company's allotted and issued
                share
                capital and are fully paid or credited as fully
                paid.

            


    

     

    
      	1.3  	
              There
                is no Encumbrance on, over or affecting any of the Shares or any
                shares,
                debentures or other securities of the Company and no person has the
                right
                to an Encumbrance in relation to any of the Shares or any shares,
                debentures or other securities of the
                Company.

            


    

     

    
      	1.4  	
              All
                dividends declared or due in respect of the Shares or the Shares
                of the
                Subsidiary have been paid in full.

            


    

     

    Subsidiaries

     

    
      	1.5  	
              The
                Company does not have and never has had any subsidiary (or any subsidiary
                undertaking) save for the Subsidiary and the Company has not agreed
                to
                acquire any interest in any body
                corporate.

            


    

     

    Shadow
      Director

     

    
      	1.6  	
              The
                Company has no liability as a former member, officer or shadow director
                of
                any person nor are there any circumstances in which such liability
                could
                arise.

            


    

     

    Company
      and Subsidiary Information

     

    
      	1.7  	
              The
                information contained in Parts 1 and 2 of Schedule 1 is accurate
                in all
                respects

            


    

     

    
      	2.  	
              CAPACITY

            


    

     

    
      	2.1  	
              The
                Sellers have the necessary power and authority and has taken all
                necessary
                action to enter into and perform this Agreement, the Tax Deed and
                each of
                the documents to be executed at or before Completion in accordance
                with
                this Agreement which will, when executed, become binding and enforceable
                obligations on the Sellers.

            


    

     

    
      	2.2  	
              The
                execution or the performance of this Agreement or any document to
                be
                executed at Completion in accordance with this Agreement will not
                result
                in a breach of any agreement or arrangement to which the Company
                is a
                party or by which the Company is bound or any Licence or statutory
                or
                regulatory provision.

            


    

     

    
      	3.  	
              RECORDS
                AND DOCUMENTS

            


    

     

    Storage
      of records

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	3.1  	
              All
                records or data relating to the Company are under the ownership and
                direct
                control of the Company, and all title deeds relating to the Company
                are
                under the exclusive ownership of the
                Company.

            


    

     

    
      	4.  	
              ACCOUNTS
                AND RECORDS

            


    

     

    Accuracy
      of the Accounts

     

    
      	4.1  	
              The
                Accounts:-

            


    

     

    
      	4.1.1  	
              give
                a true and fair view of the state of the Company's affairs and of
                its
                results for the financial year ended on the Accounts
                Date;

            


    

     

    
      	4.1.2  	
              have
                been prepared and audited in compliance with applicable law and generally
                accepted accounting conventions, standards, principles and practices
                ("Accounting
                Practice")
                on a consistent basis for each of the last three financial years
                ended on
                the Accounts Date.

            


    

     

    Events
      since the Accounts Date

     

    
      	4.2  	
              Since
                the Accounts Date:-

            


    

     

    
      	4.2.1  	
              no
                dividend or other distribution within the meaning of Part VIII of
                the Act
                or of ICTA has been declared, paid or made by the Company except
                as
                provided for in the Accounts;

            


    

     

    
      	4.2.2  	
              no
                share or loan capital of the Company has been or agreed to be issued,
                allotted, redeemed, purchased or repaid by the Company;
                and

            


    

     

    
      	4.2.3  	
              no
                resolution of the shareholders of the Company has been
                passed.

            


    

     

    Management
      Accounts

     

    
      	4.3  	
              The
                Management Accounts have:

            


    

     

    
      	4.3.1  	
              been
                prepared in accordance with accounting practice consistent with those
                used
                in preparing the Accounts;

            


    

     

    
      	4.3.2  	
              fairly
                represent the income and expenditure of the Company to the Management
                Accounts Date; and

            


    

     

    
      	4.3.3  	
              are
                not affected by any material unusual or non recurring
                items.

            


    

     

    
      	5.  	
              INSIDER
                CONTRACTS

            


    

     

    
      	5.1  	
              The
                Company is not, and during the three years preceding the date of
                this
                Agreement has not been, a party to any agreement or arrangement (whether
                legally enforceable or not) in which either of the Sellers or any
                member
                of the Sellers' Group or any director or former director of the Sellers'
                Group or any connected person of any of them is or was directly or
                indirectly interested.

            


    

     

    
      	5.2  	
              There
                is no claim or circumstance which may give rise to a claim against
                the
                Company by any member of the Sellers' Group or any director or former
                director of the Company or any connected person of any of them on
                any
                account whatsoever.

            


    

     

    
      	6.  	
              INSOLVENCY

            


    

     

    
      	6.1  	
              In
                relation to the Company:-

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	6.1.1  	
              no
                resolution has been passed (and no meeting has been convened, and
                no
                written resolution has been circulated with a view to any resolution),
                no
                petition has been presented and no order has been made, for winding
                up;
                and

            


    

     

    
      	6.1.2  	
              no
                administrative receiver, receiver, administrator, liquidator or
                provisional liquidator has been appointed and, no Encumbrance has
                been
                enforced.

            


    

     

    
      	6.2  	
              In
                relation to each of the Sellers (being bodies
                corporate):-

            


    

     

    
      	6.2.1  	
              no
                resolution has been passed, no petition has been presented and no
                order
                has been made, for winding up;

            


    

     

    
      	6.2.2  	
              no
                notice of intention to appoint an administrator has been filed and
                no
                application for the appointment of an administrator has been
                made;

            


    

     

    
      	6.2.3  	
              no
                administrative receiver, receiver, administrator, liquidator or
                provisional liquidator has been appointed and no Encumbrance has
                been
                enforced;

            


    

     

    
      	6.2.4  	
              no
                floating charge has crystallised and no holder of any floating charge
                (whether qualifying or not) has taken any steps to enforce such security;
                

            


    

     

    
      	6.2.5  	
              no
                distress, distraint, charging order, execution or other process has
                been
                levied, on or over any of the Shares;
                and

            


    

     

    
      	6.2.6  	
              no
                event analogous to any of the above has occurred in the US or any
                jurisdiction.

            


    

     

    
      	7.  	
              INSURANCE

            


    

     

    
      	7.1  	
              The
                Company has at all material times been and is now adequately covered
                against accident, damage, injury, third party loss and other risks
                normally insured against by persons operating the type of business
                operated by the Company.

            


    

     

    
      	8.  	
              PROPERTY
                MATTERS

            


    

     

    Title

     

    
      	8.1  	
              The
                Property comprises all the freehold and leasehold land and premises
                owned,
                used or occupied by the Company and the Company has never been a
                party to
                any lease other than the current leases of the Property in respect
                of
                which actual or contingent obligations may
                subsist.

            


    

     

    
      	8.2  	
              So
                far as the Sellers are aware, there has been no breach by the Company
                of
                the terms of the Lease.

            


    

     

    Liabilities

     

    
      	8.3  	
              The
                Company has not been the tenant, licensee, assignee or guarantor
                of any
                lease, licence or tenancy agreement other than in relation to the
                Property.

            


    

     

    
      	8.4  	
              The
                Company has not at any time acquired, assigned or otherwise disposed
                of
                any leasehold property in such a way that it retains any residual
                liability in respect of it.

            


    

     

    
      	8.5  	
              Since
                the Accounts Date the Company has not acquired or disposed of, or
                agreed
                to acquire or dispose of, or granted any option in respect of, any
                interest in any land or premises nor will it do so before Completion
                without the prior written consent of the
                Buyer.

            


    

     

    
      	8.6  	
              There
                is not outstanding any monetary claim or liability (contingent or
                otherwise) affecting the Property.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	9.  	
              ENVIRONMENTAL
                MATTERS

            


    

     

    
      	
              "harm"

               

            	
              means
                harm to the health of living organisms or other interference with
                the
                ecological systems of which they form part and in the case of man
                includes
                any offence caused to any of his senses or harm to his
                property

               

            
	
              "Hazardous
                Substance"

               

            	
              means
                any natural or artificial substance or combination of substances
                (whether
                in solid or liquid form or in the form of a gas or vapour) capable
                of
                causing harm to the Environment including but not limited to waste
                of any
                nature and any hazardous, toxic or dangerous substance or
                article

               

            


    

    Hazardous
      Substances

     

    
      	9.1  	
              None
                of the activities of the Company at any time have, nor has any use
                of any
                asset or property owned, occupied or used by the Company or any other
                person in connection with the activities of the Company at any time,
                involved the use of, or the release or discharge into the Environment
                of,
                or contained, any Hazardous Substance prescribed or specified under
                any
                Environmental Laws as being prohibited or
                restricted.

            


    

     

    Contamination
      of land and other assets

     

    
      	9.2  	
              No
                land or other asset now or previously owned, occupied or used by
                the
                Company contains or has contained any storage tanks or any Hazardous
                Substance whether above or below
                ground.

            


    

     

    
      	10.  	
              GRANTS
                AND ALLOWANCES

            


    

     

    Full
      particulars of all grants, allowances, subsidies, loans or financial assistance
      paid or pledged to the Company during the last six years by any supranational,
      national or local authority or government agency are set out in the Disclosure
      Letter and no member of the Sellers' Group has done or failed to do any act
      or
      thing (including the entering into of this Agreement) which could result in
      such
      grant or allowance becoming repayable or forfeited in whole or in part or in
      a
      claim for such grant not being granted. 

     

    
      	11.  	
              INTELLECTUAL
                PROPERTY

            


    

     

    
      	11.1  	
              CCP
                is the sole legal and beneficial owner of the trademarks that are
                being
                licensed to the Company pursuant to the Trademark
                Licence.

            


    

     

    
      	12.  	
              TAX
                MATTERS

            


    

     

    
      	12.1  	
              The
                Company has, within the relevant time limits, correctly made all
                returns
                (including returns under Schedule 18 Finance Act 1998) required to
                be made
                and given all notices required to be given by the Company and maintained
                all records for any Tax purpose and the information contained in
                any such
                returns and notices and records was full and
                accurate.

            


    

     

    
      	12.2  	
              The
                Company has properly deducted and/or withheld from payments made
                by it all
                Tax required to be deducted and/or withheld and within the relevant
                time
                limits paid or accounted for all Tax which it is or was liable to
                pay or
                account for (including Tax required to be deducted or withheld from
                payments). 

            


    

     

    
      	12.3  	
              The
                Company is not a close company for the purposes of United Kingdom
                Tax.

            


    

     

    
      	12.4  	
              No
                employee or director or former employee or director of the Company
                or any
                person associated with any of them holds or has within the last six
                years
                held any shares or securities or options over or interests in any
                shares
                or securities of the Company and the Company will not, so far as
                the
                Sellers are aware, be liable after Completion to pay national insurance
                contributions or account for income tax or national insurance under
                the
                PAYE system in respect of, or in consequence of any event occurring
                in
                relation to, any such shares, securities, options or
                interests.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	12.5  	
              The
                amount at which any asset is included in the Accounts and/or the
                amount of
                consideration given on the acquisition of any asset by the Company
                since
                the Accounts Date, is such that on the disposal of such asset for
                a
                consideration equal to such amount (disregarding any statutory right
                to
                make any election or to claim any allowance or relief other than
                one
                allowable under Section 38 TCGA), no liability to corporation tax in
                respect of any chargeable gain will arise.


            


    

     

    
      	12.6  	
              The
                value attributed in the Accounts to each asset, or the aggregates
                of the
                values attributed to the assets in each pool of assets in respect
                of which
                separate computations for capital allowances are required to be made
                or,
                as a result of any election, are made, is such that on a disposal
                of each
                such asset or pool of assets on the Accounts Date for a consideration
                equal to such a value or aggregate value no balancing charge would
                arise.
                

            


    

     

    
      	12.7  	
              The
                Company is not and has never been a member of a group for Tax purposes
                (other than being grouped with the
                Subsidiary).

            


    

     

    
      	12.8  	
              All
                instruments executed by the Company which are not subject to stamp
                duty
                land tax and by virtue of which the Company has any rights have been
                duly
                stamped and, where appropriate, stamped with the particulars delivered
                stamp by HM Revenue & Customs and the Company has not executed outside
                the United Kingdom any instrument relating to any property situated
                or to
                any matter or thing done, or to be done, in any part of the United
                Kingdom. 

            


    

     

    
      	12.9  	
              No
                relief from stamp duty or stamp duty land tax previously granted
                will be
                withdrawn on or in connection with the sale of the Company pursuant
                to
                this Agreement.

            


    

     

    
      	12.10  	
              The
                Company has not:-

            


    

     

    
      	12.10.1  	
              entered
                into a contract to purchase any land or an agreement to take a lease
                of
                any land which in either case has not been completed by a conveyance
                or
                the grant of a lease; or

            


    

     

    
      	12.10.2  	
              entered
                into a land transaction where there will or may be an obligation
                in the
                future to make a further land transaction return;
                or

            


    

     

    
      	12.10.3  	
              applied
                to defer payment of stamp duty land tax under section 90 Finance
                Act
                2003.

            


    

     

    
      	12.11  	
              The
                Company is, and always has been, resident only in the United Kingdom
                for
                Tax purposes (and has never been treated as resident outside the
                United
                Kingdom for the purposes of any double tax
                convention).

            


    

     

    
      	12.12  	
              The
                Company is not carrying on and has never carried on any trade or
                otherwise
                been liable to Tax other than in the United Kingdom, or is acting
                or has
                ever acted as the branch, agent, factor, or tax representative of
                any
                person resident outside the United Kingdom for Tax purposes and no
                such
                person carries on any trade or business through the
                Company.

            


    

     

    
      	12.13  	
              The
                Company has not been party to any transaction in respect of which
                the
                relevant Tax Authority may substitute for Tax purposes a different
                amount
                or value than the amount or value of the actual consideration given
                or
                received by the Company, including, for the avoidance of doubt, any
                transaction to which Schedule 28AA ICTA might
                apply.

            


    

     

    
      	13.  	
              GENERAL

            


    

     

    
      	13.1  	
              The
                Company has not incurred any liability of any nature in circumstances
                where such liability is known by the senior management of KII or
                CEH but
                is not known by the Senior
                Management.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	13.2  	
              The
                details of the intra-Group services provided to the Company by other
                members of the Sellers' Group and set out in the Disclosure Letter
                is true
                and accurate and there are no other intra-Group services provided
                to the
                Company.

            


    

     

    
      	13.3  	
              Except
                in respect of trading in the ordinary course of business with the
                Sellers
                or any members of the Sellers'
                Group:

            


    

     

    
      	13.3.1  	
              there
                is no outstanding indebtedness or other liability between the Company
                and
                any member of the Sellers' Group (actual or contingent);
                

            


    

     

    
      	13.3.2  	
              there
                is no outstanding contract or commitment between the Company and
                any
                members of the Sellers' Group; and

            


    

     

    
      	13.3.3  	
              no
                members of the Sellers Group are entitled to a claim of any nature
                against
                the Company or have assigned to any person the benefit of a claim
                against
                the Company to which the Sellers or a member of the Sellers' Group
                would
                otherwise be entitled.

            


    

     

    
      	13.4  	
              All
                mortgages, guarantees, pledges or other security agreements or
                arrangements which have been given or entered into by the Company
                or any
                third party in respect of any borrowings or other obligations of
                the
                Company will be discharged on
                Completion.

            


    

     

    
      	13.5  	
              There
                are no outstanding bonuses or other benefits owed to Senior Management
                by
                the Sellers or any member of the Sellers'
                Group.

            


    

     

    
      	13.6  	
              The
                Subsidiary is dormant (or is capable of being declared dormant) within
                the
                meaning of Part VII of the Act and the Company has not given any
                form of
                guarantee or security (or letter of comfort) to any person or party
                in
                respect of any liability of (or any matter affecting) the
                Subsidiary.

            


    

     

    
      	13.7  	
              So
                far as the Sellers are aware, all of the assets included in the Accounts
                or acquired by the Company since the Accounts Date are legally and
                beneficially owned by the Company free from any Encumbrance, except
                for:

            


    

     

    
      	13.7.1  	
              title
                retention provisions in respect of goods and materials supplied to
                the
                Company in the ordinary course of business;
                and

            


    

     

    
      	13.7.2  	
              the
                security interests, if any, reflected in the Accounts and liens arising
                in
                the ordinary course of business by operation of law.
                

            


    

     

    
      	13.8  	
              The
                Company has no liability to make any contributions or payments to
                any
                pension or other benefit arrangements provided by any members of
                the
                Sellers' Group.

            


    

     

    
      	13.9  	
              So
                far as the Sellers are aware (and save as disclosed in the Disclosure
                Letter), the Company is not liable for (and has no contractual obligation
                to provide) any benefit to any employees (or former employees) of
                the
                Company by reference to old age, retirement or
                death.

            


    

     

    


     

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    PART 2  

     

    BUYER’S
      WARRANTIES

     

    (CLAUSE
      5)

     

    


     

    POWER
      TO BUY THE COMPANY

     

    
      	13.10  	
              The
                Buyer has taken all necessary action and has all requisite power
                and
                authority to enter into and perform this Agreement and the Transaction
                Documents.

            


    

     

    
      	13.11  	
              This
                Agreement and the Transaction Documents constitute (or shall constitute
                when executed) valid, legal and binding obligations on the Buyer
                in the
                terms of this Agreement and the Transaction
                Documents.

            


    

     

    
      	13.12  	
              Compliance
                with the terms of this Agreement and the Transaction Documents shall
                not
                breach or constitute a default under any of the
                following:

            


    

     

    
      	13.12.1  	
              any
                agreement or instrument to which the Buyer is a party or by which
                it is
                bound; or

            


    

     

    
      	13.12.2  	
              any
                order, judgment, decree or other restriction applicable to the
                Buyer.

            


    

     

    


     

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 3  

     

    PART 1  

     

    WORKING
      CAPITAL STATEMENT

     

    
      	1.  	
              FORM
                AND CONTENT OF WORKING CAPITAL
                STATEMENT

            


    

     

    The
      Working Capital Statement shall be drawn up by the Buyer at its cost as soon
      as
      practicable after Completion in accordance with this Schedule and the form
      set
      out in Part 2 of this Schedule 3.

     

    
      	2.  	
              Accounting
                Policies

            


    

     

    
      	2.1  	
              The
                Working Capital Statement shall be drawn up in accordance
                with:-

            


    

     

    
      	2.1.1  	
              the
                policies, procedures and practices set out in paragraphs 2.2 to 2.3
                below;

            


    

     

    
      	2.1.2  	
              to
                the extent not inconsistent with paragraph 2.1.1, the accounting
                policies,
                procedures and practices adopted in calculating the Target Working
                Capital, applied on a consistent
                basis;

            


    

     

    
      	2.1.3  	
              to
                the extent not inconsistent with paragraphs 2.1.1 and 2.1.2, the
                accounting policies, procedures and practices adopted in the Accounts,
                applied on a consistent basis; and 

            


    

     

    
      	2.1.4  	
              to
                the extent not inconsistent with paragraphs 2.1.1, 2.1.2 and 2.1.3,
                the
                accounting principles generally accepted in the United
                States.

            


    

     

    
      	2.2  	
              The
                Working Capital Statement shall be drawn up as at the close of business
                on
                1 June 2007. No account shall be taken of events taking place after
                the
                close of business on 1 June 2007.

            


    

     

    
      	2.3  	
              The
                Working Capital Statement shall be expressed in pounds sterling.
                Amounts
                in other currencies shall be translated into pounds sterling at the
                Exchange Rate.

            


    

     

    
      	3.  	
              Preparation

            


    

     

    
      	3.1  	
              No
                later than 20 days following Completion, the Buyer shall deliver
                to the
                Sellers a draft of the Working Capital Statement (the "Draft
                Working Capital Statement").
                Prior to such delivery the Buyer shall so far as is practicable consult
                with the Sellers with a view to reducing the potential areas of
                disagreement.

            


    

     

    
      	3.2  	
              In
                order to enable the Sellers to review and agree the Draft Working
                Capital
                Statement, the Buyer shall keep up to date and subject to reasonable
                notice, make available to the Sellers' representatives and to the
                Sellers'
                accountants all books and records relating to the Company during
                normal
                office house and co-operate with them with regard to the agreement
                of the
                Draft Working Capital Statement.

            


    

     

    
      	3.3  	
              If
                the Sellers do not within 20 days of presentation to it of the Draft
                Working Capital Statement give notice to the Buyer that it disagrees
                with
                the Draft Working Capital Statement or any item thereof, such notice
                stating the reasons for the disagreement in reasonable detail and
                specifying the adjustments which, in the Sellers’ opinion should be made
                to the Draft Working Capital Statement (the "Disagreement
                Notice"),
                the Draft Working Capital Statement shall be final and binding on
                the
                parties for all purposes. 

            


    

     

    
      	3.4  	
              If
                within the 20 day period referred to in paragraph 3.3, the Sellers’ give a
                Disagreement Notice, the Sellers and the Buyer shall attempt in good
                faith
                to reach agreement in respect of the Draft Working Capital Statement
                and,
                if they are unable to do so within 2 days of such notification the
                Sellers
                or the Buyer may by notice to the other require that the Draft Working
                Capital Statement be referred to the Reporting Accountants (an
                "Appointment
                Notice").

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	3.5  	
              The
                Reporting Accountants shall be engaged jointly by the Sellers and
                the
                Buyer on the terms set out in this paragraph 3 and otherwise on such
                terms
                as shall be agreed; provided that neither the Sellers nor the Buyer
                shall
                unreasonably (having regard, inter alia, to the provisions of this
                paragraph 3) refuse its agreement to terms proposed by the Reporting
                Accountants or by the other party. If the terms of engagement of
                the
                Reporting Accountants have not been settled within 5 Business Days
                of
                their identity having been determined (or such longer period as the
                Sellers and the Buyer may agree) then, unless the Sellers or the
                Buyer are
                unreasonably refusing its agreement to those terms, those accountants
                shall be deemed never to have become the Reporting Accountants and
                new
                Reporting Accountants shall be selected in accordance with the provisions
                of this Agreement.

            


    

     

    
      	3.6  	
              Except
                to the extent that the Sellers and the Buyer agree otherwise, the
                Reporting Accountants shall determine their own procedure
                but:-

            


    

     

    
      	3.6.1  	
              apart
                from procedural matters and as otherwise set out in this Agreement
                shall
                determine only:

            


    

     

    
      	(a)  	
              whether
                any of the arguments for an alternation to the Draft Working Capital
                Statement put forward in the Buyer's Disagreement Notice is correct
                in
                whole or in part; and

            


    

     

    
      	(b)  	
              if
                so, what alterations should be made to the Draft Working Capital
                Statement
                in order to correct the relevant inaccuracy in
                it;

            


    

     

    
      	3.6.2  	
              shall
                apply the principles set out in paragraph 2 of Part 1 of Schedule
                3;

            


    

     

    
      	3.6.3  	
              shall
                make their determination pursuant to paragraph 3.6.1 above, within
                5 days
                of their appointment in accordance with paragraph 3.5 of this Schedule
                (or
                failing this no later than 30 July
                2007);

            


    

     

    
      	3.6.4  	
              the
                procedure of the Reporting Accountants
                shall:

            


    

     

    
      	(a)  	
              give
                the Sellers and the Buyer a reasonable opportunity to make written
                representations to them;

            


    

     

    
      	(b)  	
              require
                that each party supply the other with a copy of any written
                representations at the same time as they are made to the Reporting
                Accountants; and

            


    

     

    
      	(c)  	
              for
                the avoidance of doubt, the Reporting Accountants shall not be entitled
                to
                determine the scope of their own
                jurisdiction.

            


    

     

    
      	3.7  	
              The
                determination of the Reporting Accountants pursuant to paragraph
                3.6.1
                shall:-

            


    

     

    
      	3.7.1  	
              be
                made in writing and made available for collection by the Sellers
                and the
                Buyer at the offices of the Reporting Accountants at such time as
                they
                shall determine; and

            


    

     

    
      	3.7.2  	
              unless
                otherwise agreed by the Sellers and the Buyer include reasons for
                each
                relevant determination.

            


    

     

    
      	3.8  	
              The
                Reporting Accountants shall act as experts and not as arbitrators
                and
                their determination of any matter falling within their jurisdiction
                shall
                be final and binding on the Sellers and the Buyer save in the event
                of
                manifest error (when the relevant part of their determination shall
                be
                void and the matter shall be remitted to the Reporting Accountants
                for
                correction). In particular, without limitation their determination
                shall
                be deemed to be incorporated into the Draft Working Capital
                Statement.

            


    

     

    
      	3.9  	
              The
                expenses (including VAT) of the Reporting Accountants shall be borne
                as
                they shall direct at the time they make any determination under paragraph
                3.6.1(a) or, failing such direction, equally between the Buyer, on
                the one
                hand, and the Sellers, on the
                other.

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	3.10  	
              The
                Sellers and Buyer shall co-operate with the Reporting Accountants
                and
                comply with their reasonable requests made in connection with the
                carrying
                out of their duties under this Agreement. In particular, without
                limitation, the Buyer shall keep up to date and, subject to reasonable
                notice, make available to the Reporting Accountants all books and
                records
                relating to the Company during normal office hours during the period
                from
                the appointment of the Reporting Accountants down to the making of
                the
                relevant determination.

            


    

     

    
      	3.11  	
              Subject
                to paragraph 3.12, nothing in this Schedule shall entitle any party
                or the
                Reporting Accountants access to any information or document which
                is
                protected by legal professional privilege, or which has been prepared
                by
                the other party or its accountants and other professional advisors
                with a
                view to assessing the merits of any claim or
                argument.

            


    

     

    
      	3.12  	
              A
                party shall not be entitled by reason of paragraph 3.11 to refuse
                to
                supply such part or parts of documents as contain only the facts
                on which
                the relevant claim or argument is
                based.

            


    

     

    
      	3.13  	
              Each
                party and the Reporting Accountants shall, and shall procure that
                its
                accountants and other advisers shall, keep all information and documents
                provided to the pursuant to this paragraph 3 confidential and shall
                not
                use the same for any purpose, except for disclosure or use in connection
                with the preparation of the Draft Working Capital Statement, the
                proceedings of the Reporting Accountants or other matter arising
                out of
                this Agreement or in defending any claim or argument or alleged claim
                or
                argument relating to this Agreement or its subject
                matter.

            


    

     

    
      	4.  	
              Determination
                of Working Capital

            


    

     

    
      	4.1  	
              The
                Draft Working Capital Statement as agreed or determined in accordance
                with
                paragraph 3, shall:-

            


    

     

    
      	4.1.1  	
              constitute
                the Working Capital Statement for the purposes of this Agreement;
                and

            


    

     

    
      	4.1.2  	
              shall
                be final and binding on the Sellers and the
                Buyer.

            


    

     

    
      	4.2  	
              The
                Working Capital shall be derived from the Working Capital
                Statement.

            


    

     

     


    
      
         

        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    PART 2   -
      WORKING
      CAPITAL STATEMENT

     

    "Working
      Capital"
      shall
      mean the net total of the following line items for the Company as at Completion.
      For purposes of clarification, the table below includes the calculation as
      at
      28th
      February
      2007.

     

    
      	
              All
                amounts in pounds sterling

            	
              FEB-actual

            
	 	 
	 	
              £
                whole

            
	
              A/R
                (gross)

            	
              1959858

            
	
              reserves

            	
              -49576

            
	
              NET
                A/R

            	
              1910282

            
	 	 
	
              INV
                (gross)

            	
              1618423

            
	
              reserves

            	
              -6858

            
	
              NET
                INVENTORY

            	
              1611565

            
	 	 
	
              OTHER
                CURRENT ASSETS

            	 
	
              PREPAID

            	
              45597

            
	
              OTHER
                C/A ****

            	
              7532

            
	 	
              53129

            
	 	 
	
              TOTAL
                CURRENT ASSETS

            	
              3574976

            
	 	 
	 	 
	
              ACCOUNTS
                PAYABLE

            	 
	
              TRADE

            	
              659989

            
	
              VAT
                

            	
              103386

            
	
              ACCRUED
                A/P (unvouched invoices)

            	
              70035

            
	
              PAYROLL
                TAXES (Nat'l Ins)

            	
              351170

            
	 	
              1184580

            
	 	 
	
              ACCRUALS(
                payroll, commissions, bonus, sales programs)

            	
              293349

            
	 	 
	
              INCOME/
                CORPORATION TAX PAYABLE

            	
              149147

            
	 	 
	
              CURRENT
                LIAB(excl. interco)

            	
              1627076

            
	 	 
	
              INTERCO
                PAYABLE

            	 
	
              TRADE
                (royalty (acct no. 2175), trade (acct no. 2174) and mgm't chg from
                KII
                (account no. 2177))

            	
              210087

            
	 	 
	
              NET
                W/C

            	
              1737813

            


    

    


     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

      

     

    
      	
              EXECUTED
                (but not delivered

              until
                the date hereof) AS
                A DEED
                by
                

              CEH
                LIMITED

               

              /s/
                Christopher W. Anderson

               

              /s/
                Anthony T. Castor III

            	
              )

              )

              )

               

              Director

               

              Director/Secretary

               

               

               

               

            
	
              EXECUTED
                (but not delivered

              until
                the date hereof) AS
                A DEED
                by
                

              KATY
                INDUSTRIES INC.

               

              
                /s/
                  Anthony T. Castor III

              

            	
              )

              )

              )

               

              Authorised
                Signatory

               

               

               

               

               

            
	
              EXECUTED
                (but not delivered

              until
                the date hereof) AS
                A DEED
                by
                

              INVESCOTEC
                LIMITED

               

              /s/
                David Chestnutt

               

              /s/
                Rebecca Smith

            	
              )

              )

              )

               

              Director

               

              Director/Secretary

               

               

               

            


    

    
 

     

     

     

     36