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                                                                    EXHIBIT 10.3

DATED                                                                       2006

(1)  DGMS BLACKBURN HOLDINGS LIMITED

(2)  EDC UK HOLDINGS LIMITED

(3)  ENTERTAINMENT DISTRIBUTION COMPANY, LLC

(4)  GLENAYRE ELECTRONICS, INC.

(5)  RANK LEISURE HOLDINGS LIMITED

DEED

FOR THE SALE AND PURCHASE OF THE ENTIRE
ISSUED SHARE CAPITAL OF DELUXE GLOBAL
MEDIA SERVICES BLACKBURN LIMITED

REF: PMT/1017497

                             (RICHARDS BUTLER LOGO)

     Richards Butler LLP Beaufort House 15 St Botolph Street London EC3A 7EE
  telephone 020 7247 6555 facsimile 020 7247 5091 email law@richardsbutler.com
                        web site www.richardsbutler.com

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CONTENTS

CLAUSE

<TABLE>
<S>                                                                          <C>
1  INTERPRETATION.........................................................     1
2  SALE OF THE SHARES.....................................................     9
3  CONSIDERATION..........................................................     9
4  COMPLETION.............................................................    10
5  CONSIDERATION ADJUSTMENT...............................................    12
6  POST-COMPLETION OBLIGATIONS............................................    15
7  GUARANTEES AND INDEBTEDNESS............................................    20
8  SELLER'S AND RANK'S WARRANTIES.........................................    22
9  BUYER'S, EDC'S AND GUARANTOR'S WARRANTIES..............................    25
10 COMPETITION............................................................    26
11 INSURANCE..............................................................    26
12 RESCISSION.............................................................    27
13 GUARANTEES.............................................................    27
14 NOTICES................................................................    32
15 GENERAL................................................................    34

SCHEDULE

SCHEDULE 1................................................................    38
   THE COMPANY............................................................    38
SCHEDULE 2................................................................    39
   THE REAL PROPERTY......................................................    39
SCHEDULE 3................................................................    40
   SELLER'S OBLIGATIONS ON COMPLETION.....................................    40
SCHEDULE 4................................................................    43
   COMPLETION ACCOUNTS AND CONSIDERATION ADJUSTMENT.......................    43
SCHEDULE 5................................................................    50
   THE WARRANTIES.........................................................    50
   PART 1 - GENERAL.......................................................    50
   PART 3 - THE REAL PROPERTY.............................................    70
   PART 4 - TAX...........................................................    71
   PART 5 - ENVIRONMENTAL.................................................    80
   PART 6 - INTELLECTUAL PROPERTY.........................................    81
SCHEDULE 6................................................................    88
   LIMITATIONS AND EXCLUSIONS.............................................    88
SCHEDULE 7................................................................    94
   COMPETITION............................................................    94
   PART 1 - INTERPRETATION................................................    94
</TABLE>


                                 CONTENTS PAGE 1

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<TABLE>
<S>                                                                          <C>
   PART 2 - RESTRICTIONS..................................................    94
   PART 3 - EXEMPTION.....................................................    97
SCHEDULE 8................................................................    98
   PRO FORMA COMPLETION ACCOUNTS..........................................    98
SCHEDULE 9................................................................   100
   SCHEDULE OF ESTIMATED AMOUNTS..........................................   100
SCHEDULE 10...............................................................   101
   GUARANTEES.............................................................   101
</TABLE>

AGREED FORM DOCUMENTS

AUDITOR'S RESIGNATION

DIRECTORS' AND SECRETARY RESIGNATIONS

REAL PROPERTY DEEDS LIST

TAX COVENANT

UML DEED OF NOVATION

PRE-REGISTRATION POWER OF ATTORNEY

DEED OF RELEASE AND APPOINTMENT OF GUARANTOR

SANCTUARY LETTER

TRANSITIONAL SERVICES AGREEMENT

UNIVERSAL DEED OF RELEASE

MANAGEMENT ACCOUNTS

FORM 8832

PRO FORMA COMPLETION ACCOUNTS (AS SET OUT IN SCHEDULE 8)


                                 CONTENTS PAGE 2
<PAGE>

DEED dated _____________ 2006

BETWEEN:

(1)  DGMS BLACKBURN HOLDINGS LIMITED, a company registered in England under
     number 4459460 ('THE SELLER')

(2)  EDC UK HOLDINGS LIMITED, a company registered in England under number
     5751868 ('THE BUYER')

(3)  ENTERTAINMENT DISTRIBUTION COMPANY, LLC, a Delaware limited liability
     company with Federal ID 20-2589606 ('EDC')

(4)  GLENAYRE ELECTRONICS, INC., a Colorado corporation with Federal ID
     84-0747942 ('THE GUARANTOR')

(5)  RANK LEISURE HOLDINGS LIMITED, a company registered in England under number
     1841255 ('RANK')

1    INTERPRETATION

1.1  In this Agreement -

     'THE ACCOUNTING DATE' means 31 December 2005;

     'THE ACCOUNTS' means the audited financial statements of the Company for
     the financial year ended on the Accounting Date (including the notes
     thereto);

     'AGREEMENT' means this Deed including each of the Schedules hereto;

     'BUSINESS DAY' means a day, except a Saturday or a Sunday, on which banks
     in the City of London are open for business generally (save in the case of
     clause 14 where it means a usual working day in the place of receipt of the
     relevant notice);

     'THE BUYER'S GROUP' means the Buyer and any other undertaking (which, after
     Completion, includes the Company) which at the relevant time is its
     subsidiary


                                     PAGE 1

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     undertaking or parent undertaking or a subsidiary undertaking of any such
     parent undertaking;

     'THE BUYER'S SOLICITORS' means Olswang, 90 High Holborn, London WC1V 6XX,
     England;

     'CASH' means all cash held by the Company including cash at bank and all
     petty cash;

     'COMPANIES ACT' means the Companies Act 1985;

     'THE COMPANY' means Deluxe Global Media Services Blackburn Limited,
     particulars of which are set out in Schedule 1;

     'COMPLETION' means the completion of the sale and purchase of the Share in
     accordance with the provisions of clause 4;

     'THE COMPLETION ACCOUNTS' means the balance sheet in the agreed form to be
     prepared under paragraph 2 of Schedule 4;

     'CONSIDERATION' has the meaning given in clause 3.1;

     'THE CONSIDERATION ADJUSTMENT STATEMENT' means a statement setting out -

     (A)  each of the individual items comprising 'WORKING CAPITAL' and the
          aggregate amount of the Working Capital;

     (B)  the amount of the Third Party Financial Debt;

     (C)  the amounts of the Intra Group Payables and the Intra Group
          Receivables;

     (D)  the amount of Cash as at Completion; and

     (E)  the amount of each of the adjustments to be made in accordance with
          paragraph 1 of Schedule 4;


                                     PAGE 2

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     'CORPORATE USAGE' has the meaning given in the Deluxe Trade Mark Licence;

     'THE DATA ROOM' means the on-line data room made available by the Seller to
     the Buyer containing information relating to the Company;

     'THE DELUXE GROUP' means the Seller, Deluxe Media Services Limited, Deluxe
     Media Services LLC, Deluxe Global Media Services LLC, Deluxe Media Services
     SA (France), Deluxe Media Services Benelux BV, Deluxe Media Services Italia
     s.r.l., Deluxe Media Services Scandinavia AB, Deluxe Media Services SLU,
     and Deluxe Media Services SA (Portugal);

     'THE DELUXE TRADE MARK LICENCE' means the trade mark licence dated 27th
     January 2006 between Deluxe Laboratories, Inc., Deluxe Entertainment
     Services, Inc., Deluxe Digital Media Management, Inc., Deluxe Laboratories
     Limited, Deluxe UK Holdings Limited (as licensors) and Deluxe Media
     Services LLC, Deluxe Media Services Limited and Rank (as licensees);

     'THE DISCLOSURE LETTER' means a disclosure letter of the same date as this
     Agreement addressed by the Seller to the Buyer disclosing, subject at all
     times to the principles of disclosure set out in clause 8.2, inter alia, an
     agreed bundle of copies of all documents in the Data Room;

     'ENCUMBRANCE' means a mortgage, charge, pledge, lien, option, restriction,
     right of first refusal, right of pre-emption or other third party right,
     interest or claim of any kind, or any other encumbrance or security
     interest of any kind (including, without limitation, any liability imposed
     or right conferred by or under any legislation) or any other type of
     preferential arrangement (including, without limitation, a title transfer
     or retention arrangement or inter-company arrangements) having similar
     effect;

     'ENVIRONMENT' means living organisms including the ecological systems of
     which they form part and the following media (alone or in combination): air
     (including that within buildings and the air within other natural or
     man-made structures whether


                                     PAGE 3

<PAGE>

     above or below ground); water (including water under or within land or in
     drains or sewers and coastal and inland waters); and land (including land
     under water);

     'ENVIRONMENTAL LAW' means all laws (including common law) of any relevant
     jurisdiction (including the laws of the European Community) which have as a
     purpose or effect the protection of, and/or prevention of harm or damage to
     the Environment, but excluding for the avoidance of doubt laws relating to
     worker or public health and safety and laws relating to town and country
     planning or heritage controls, and all bye-laws, codes, regulations,
     judgements, notices or demands issued, promulgated or approved thereunder
     or in connection therewith prior to or at the date of this Agreement which
     have the force of law;

     'GUARANTORS' means the Guarantor, Rank and EDC;

     'INITIAL CONSIDERATION' means the sum of L1,908,088 (one million nine
     hundred and eight thousand and eighty-eight pounds);

     'INTRA GROUP PAYABLES' means all amounts, including debt, owing by the
     Company to the Seller's Group as at the date of Completion but excluding
     any amount paid by the Company under clause 4.2 and calculated using the
     bases, policies and methodologies referred to in paragraph 3 of Schedule 4;

     'INTRA GROUP RECEIVABLES' means all amounts, including debt, owing by the
     Seller's Group to the Company as at the date of Completion and calculated
     using the bases, policies and methodologies referred to in paragraph 3 of
     Schedule 4;

     'LICENSOR' has the meaning given in the Deluxe Trade Mark Licence;

     'LOSSES' means in relation to any matter, all liabilities, losses, claims,
     costs and expenses relating to that matter;

     'MANAGEMENT ACCOUNTS' means the Company's management accounts for the
     period from 1 January 2006 to 30 June 2006 (P6 2006) in the agreed form;


                                     PAGE 4

<PAGE>

     'MATERIAL CONTRACT' means (a) an outstanding contract or pricing agreement
     (whether in writing or otherwise) entered into by the Company pursuant to
     which the Company is reasonably likely to have to pay in excess of
     L50,000 (excluding VAT) to a supplier in the course of the next 6
     months or is reasonably likely to receive in excess of L50,000
     (excluding VAT) from a customer in the course of the next 6 months or (b)
     an outstanding contract entered into by the Company or a member of the
     Seller's Group for the licensing of the use of computer software or
     intellectual property rights by the Company;

     'POUNDS' or 'L' means pounds sterling;

     'PRODUCTS' has the meaning given in the Deluxe Trade Mark Licence;

     'THE PROPERTY AND ENVIRONMENTAL REPORTS' means the 2006 update of the
     project anchor environmental due diligence report prepared by Atkins
     Limited and dated 25th May 2006, a survey report prepared by Scott
     Associates and dated 23rd May 2006 and a budget costing for current
     dilapidations liability prepared by Scott Associates and dated 13th June
     2006 in each case relating to the Real Property;

     'THE REAL PROPERTY' means each of the properties separately described in
     Schedule 2;

     'THE SANCTUARY DEBTS' has the meaning given in clause 5.5;

     'THE SANCTUARY LETTER' means the letter from Sanctuary Records Group
     Limited in the agreed form;

     'THE SELLER'S GROUP' means the Seller and any other entity, except the
     Company, which at the relevant time is its subsidiary undertaking or parent
     undertaking or a subsidiary undertaking of any such parent undertaking;

     'THE SELLER'S SOLICITORS' means Richards Butler, Beaufort House, 15 St
     Botolph Street, London EC3A 7EE, England;

     'THE SHARES' means the 4,131,534 issued shares in the Company;


                                     PAGE 5

<PAGE>

     'SUBSIDIARY UNDERTAKING' and 'PARENT UNDERTAKING' have the meanings given
     thereto by the Companies Act;

     'TAX COVENANT' means the tax covenant between the Buyer, the Seller, Rank
     and EDC in the agreed form (the provisions of which shall, inter alia,
     apply to limit or exclude the Seller's liability under the Tax Warranties);

     'TAX WARRANTIES' means the warranties of the Seller relating to Tax given
     under clause 8.1 which are contained in Part 4 of Schedule 5;

     'TAX' has the meaning given in the Tax Covenant;

     'THIRD PARTY FINANCIAL DEBT' means all indebtedness of the Company in the
     nature of borrowings, hire purchase and finance (but not operating) lease
     obligations owing by the Company to persons other than members of the
     Seller's Group but excluding any indebtedness or any other liability
     included in the Working Capital;

     'THE TSA' means the transitional services agreement between the Company,
     the Seller, EDC and Rank in the agreed form;

     'THE WARRANTIES' means the warranties given by the Seller under clause 8.1
     which are contained in Schedule 5;

     'WARRANTY CLAIM' means a claim for any breach of any of the Warranties; and

     'THE WORKING CAPITAL' means the aggregate of the amounts determined by
     reference to the items listed in column (2) of Schedule 8 which are set
     opposite a 'Yes' in column (3) of Schedule 8 to be calculated in accordance
     with the bases, policies and methodologies referred to in paragraph 3 of
     Schedule 4 and adjusted to exclude all Intra Group Payables, Intra Group
     Receivables, Third Party Financial Debt and liability for corporation tax.


                                     PAGE 6

<PAGE>

1.2  In this Agreement -

     (A)  a reference to a statute or statutory provision is a reference to that
          statute or provision as amended, re-enacted, replaced or modified at
          the relevant time on or prior to the date of this Agreement;

     (B)  a reference to a document 'IN THE AGREED FORM' is a reference to the
          form of that document signed or initialled for identification purposes
          by or on behalf of the parties to this Agreement;

     (C)  where any statement is qualified by the expression 'so far as the
          Seller is aware' or 'to the best of the Seller's knowledge and
          belief', or any similar or cognate expression, that statement shall be
          construed as a reference only to the state of the actual knowledge at
          the date of this Agreement of the following individuals having given
          the matter careful consideration:

          (I)  except in respect of the Warranties in Parts 2 (Pensions) and 4
               (Tax) of Schedule 5: Hamish Platt, Derek Johnson, Philip
               Whitchelo, Andrew Dixon, Greg van Howe, Larry Lawton, Andrew
               Lloyd Jones and Ian Clark;

          (II) in respect of the Warranties in Part 2 (Pensions) of Schedule 5:
               David Brennan; and

          (III) in respect of the Warranties in Part 4 (Tax) of Schedule 5:
               Clare Marku;

     (D)  a reference to 'WRITING', or any cognate expression, is a reference to
          any mode of representing or reproducing words in a visible,
          non-transitory form (including fax but excluding email);

     (E)  a reference to a clause or a Schedule is a reference to a clause of or
          a Schedule to this Agreement; a reference to a paragraph (unless
          otherwise stated) is a reference to a paragraph of the Schedule in
          which the reference


                                     PAGE 7

<PAGE>

          appears; and a reference to this Agreement includes a reference to
          each Schedule;

     (F)  a reference to any English legal or accounting term, process, concept,
          matter or thing ('ENGLISH LAW CONCEPT') shall, in respect of any
          jurisdiction other than England and Wales where there is a term,
          process, concept, matter or thing which reasonably corresponds in that
          jurisdiction to such English law concept, be deemed to include
          references to the term, process, concept, matter or thing which so
          reasonably corresponds to such English law concept in that
          jurisdiction;

     (G)  any phrase introduced by the terms 'INCLUDING' or 'IN PARTICULAR', or
          any cognate expression, shall be construed as illustrative and not
          limiting of any preceding words;

     (H)  the eiusdem generis rule of construction shall not apply to this
          Agreement;

     (I)  a reference to 'PARTY' or 'PARTIES' is a reference to a party or the
          parties to this Agreement; and

     (J)  a reference to 'persons' includes individuals, firms, partnerships,
          companies, corporations, associations, organisations, governments,
          states, foundations and trusts (in each case whether or not having
          separate legal personality).

1.3  The headings in this Agreement are for convenience only and shall not
     affect its interpretation.

1.4  Each of the Schedules forms part of this Agreement and has effect as if set
     out in this Agreement and a reference to this Agreement includes a
     reference to all of the Schedules.


                                     PAGE 8

<PAGE>

2    SALE OF THE SHARES

2.1  At Completion the Seller shall sell, and the Buyer shall buy, the Shares
     free from all Encumbrances, subject to the terms and conditions of this
     Agreement. The Shares shall be sold with all rights attaching to them at
     Completion, or subsequently, including the rights to receive all dividends
     and other distributions declared, paid or made at or after Completion.

2.2  The Seller covenants that it has the right to sell the Shares on the terms
     of this Agreement.

3    CONSIDERATION

3.1  The total consideration for the sale of the Shares shall be a sum equal to
     the Initial Consideration adjusted in accordance with the provisions of
     Schedule 4 (the 'CONSIDERATION') provided always that, and notwithstanding
     any other provision of this Agreement or the Tax Covenant to the contrary -

     (A)  no account shall be taken in the Completion Accounts or the
          Consideration Adjustment Statement (including the calculation of any
          item included in the Consideration Adjustment Statement) of any
          liability of any nature of the Company to the extent that such
          liability has been the subject of any payment from the Seller to the
          Buyer under the Tax Covenant or the Warranties or otherwise under this
          Agreement; and

     (B)  the Buyer shall have no claim against the Seller under the Tax
          Covenant or the Warranties or otherwise under this Agreement in
          respect of any liability of any nature of the Company to the extent
          that such liability has been taken into account in the Consideration,
          the Completion Accounts or the Consideration Adjustment Statement
          (including the calculation of any item included in the Consideration
          Adjustment Statement).


                                     PAGE 9

<PAGE>

3.2  Any payment made by the Seller under this Agreement (including under the
     Warranties or Schedule 4) or the Tax Covenant shall be treated as a
     reduction in the consideration for the Shares.

4    COMPLETION

4.1  The sale and purchase of the Shares shall be completed at the offices of
     the Seller's Solicitors at 9a.m. London time on the date of this Agreement.

4.2  The Seller shall on Completion do, or procure to be done, the things
     specified in Schedule 3 (in so far as they have not already been done) and
     shall pay (on behalf of the relevant member of the Seller's Group) to the
     Company L80,179 (eighty thousand one hundred and seventy-nine pounds)
     on account of the repayment of the Intra Group Receivables. In addition the
     Seller shall procure that the Company repays to the Seller's Group such
     amount of debt as is required to procure that the cleared cash balances in
     the Company's bank accounts as at Completion do not in aggregate exceed
     L500,000 (five hundred thousand pounds).

4.3  The Buyer shall on Completion -

     (A)  pay to the Seller by transfer to the Seller's Solicitors' bank account
          at Barclays Bank PLC, 1 Churchill Place, London E14 5HP (sort code 20
          00 00, account number 40743771) the Initial Consideration on account
          of the Consideration;

     (B)  pay (on behalf of the Company) to the Seller (as agent for the
          relevant members of the Seller's Group) by transfer to the Seller's
          Solicitors' bank account referred to in clause 4.3(a) L888,996
          (eight hundred and eighty-eight thousand nine hundred and ninety-six
          pounds) on account of the repayment of the Intra Group Payables;

     (C)  deliver to the Seller a counterpart Disclosure Letter duly signed by
          way of acknowledgement of receipt by the Buyer;


                                    PAGE 10

<PAGE>

     (D)  deliver to the Seller a counterpart of the TSA duly executed by EDC
          and the Company;

     (E)  deliver to the Seller a counterpart UML Deed of Novation, in the
          agreed form duly executed as a deed by all parties thereto other than
          Deluxe Media Service, LLC;

     (F)  if the document has been approved by the landlord of Buildings E, EZ,
          F and FZ by Completion, deliver to the Seller a counterpart Deed of
          Release and Appointment of Guarantor in the agreed form duly executed
          by EDC as a deed;

     (G)  deliver to the Seller the Tax Covenant duly executed by the Buyer and
          EDC as a deed;

     (H)  deliver to the Seller a certified copy of any power of attorney under
          which this Agreement or any agreement required to be executed pursuant
          to this Agreement has been executed by any member of the Buyer's
          Group;

     (I)  deliver to the Seller a certified copy of the minutes of a meeting of
          the directors of the Buyer resolving that the Buyer should enter into
          this Agreement, and each other document to be signed by it at
          Completion, and authorising the execution of those documents by each
          person signing on behalf of the Buyer;

     (J)  deliver to the Seller a certified copy officer's certificate in
          respect of the board resolutions passed by the directors/officers of
          EDC resolving that EDC should enter into this Agreement, and in
          particular give the guarantee in clause 13.3, and each other document
          to be signed by it at Completion, and authorising the execution of
          those documents by each person signing on behalf of EDC;


                                    PAGE 11

<PAGE>

     (K)  deliver to the Seller a certified copy officer's certificate in
          respect of the board resolutions passed by the directors/officers of
          the Guarantor resolving that the Guarantor should enter into this
          Agreement, and in particular give the guarantee in clause 13.1, and
          authorising the execution of this Agreement by each person signing on
          behalf of the Guarantor; and

     (L)  deliver to the Seller a duly executed copy of the Form 8832 in the
          agreed form.

4.4  The parties agree that the payments to be made under clauses 4.2, 4.3(a)
     and 4.3(b) may be set off against each other.

4.5  The Seller hereby confirms that the Company has made or will make a "check
     the box" election under United States Treasury Regulations Section
     307.7701-3 to be treated as a disregarded entity for United States income
     tax purposes effective before Completion, that the election will be filed
     on United States Form 8832 within 15 Business Days of Completion and a copy
     of such form will be provided to the Buyer within 2 Business Days of being
     so filed. The Buyer and EDC hereby agree to the making of such election and
     shall use all reasonable endeavours to effect the same and undertake not to
     make an election under section 338 of the Internal Revenue code of 1986, as
     amended.

5    CONSIDERATION ADJUSTMENT

5.1  The Buyer and the Seller shall take the steps set out in, and comply with
     the provisions of, Schedule 4.

5.2  On the third Business Day after the date on which the Completion Accounts
     and the Consideration Adjustment Statement have been finally agreed or
     determined in accordance with Schedule 4, either -

     (A)  the Buyer shall pay to the Seller in cash by transfer to such bank
          account as may be specified by the Seller for the purpose the amount
          (if any) by which the Consideration exceeds the Initial Consideration;
          or


                                    PAGE 12

<PAGE>

     (B)  the Seller shall pay to the Buyer in cash by transfer to such bank
          account as may be specified by the Buyer for the purpose the amount
          (if any) by which the Consideration falls short of the Initial
          Consideration,

     subject in each case to a maximum amount of L20,000,000.

5.3  On the third Business Day after the date on which the Completion Accounts
     and the Consideration Adjustment have been finally agreed or determined in
     accordance with Schedule 4, either -

     (A)  the Buyer shall pay (on behalf of the Company) to the Seller (as agent
          for the relevant members of the Seller's Group) in cash by transfer to
          such bank account as may be specified by the Seller for the purpose
          the amount (if any) -

          (I)  by which the Intra Group Payables exceed the sum of
               L888,996; and

          (II) by which the Intra Group Receivables fall short of the sum of
               L80,179; and

     (B)  the Seller shall pay (on behalf of the relevant members of the
          Seller's Group) to the Buyer (as agent for the Company) in cash by
          transfer to such bank account as may be specified by the Buyer for the
          purpose the amount (if any) -

          (I)  by which the Intra Group Payables fall short of the sum of
               L888,996; and

          (II) by which the Intra Group Receivables exceed the sum of
               L80,179.

5.4  The parties agree that the payments to be made under clauses 5.2 and 5.3
     may be set-off against each other. The Buyer agrees (as agent for the
     Company) and the Seller agrees (as agent for the relevant members of the
     Seller's Group) that the payments to be made under clauses 4.2, 4.3(b) and
     5.3 shall, subject to adjustment in accordance with Schedule 4, constitute
     a full and sufficient discharge of all amounts owing by the


                                    PAGE 13

<PAGE>

     Company to the Seller's Group and all amounts owing by the Seller's Group
     to the Company as at the date of Completion.

5.5  To the extent that there any trade debts due from Sanctuary Records Group
     Limited ('SANCTUARY') to the Company as included in the Completion Accounts
     ('THE SANCTUARY DEBTS'), the Seller shall, subject to the terms of clauses
     5.5 to 5.8 (inclusive), pay to the Buyer a sum equal to 50 per cent. of the
     total aggregate amount of the Sanctuary Debts ('THE MAXIMUM AMOUNT') which
     remain unpaid as at the date falling 120 days from the date of this
     Agreement ('THE LONG STOP DATE') less any amounts received from Sanctuary
     during such period (which payments (if any) from Sanctuary shall, for the
     avoidance of doubt, reduce any amount due by the Seller pursuant to this
     clause 5.5 first such that should the Company receive payment from
     Sanctuary of a sum equal to the Maximum Amount prior to the Long Stop Date
     no payment shall be due from the Seller to the Buyer pursuant to this
     clause 5.5), such sum to be paid by the Seller to the Buyer within 2
     Business Days of receipt of written notice (including reasonable evidence
     confirming the amount demanded from the Seller in accordance with this
     clause) given on or after the Long Stop Date from the Buyer setting out:
     (i) the outstanding amount due to the Company in respect of the Sanctuary
     Debts at the Long Stop Date; and (ii) the amount due from the Seller to the
     Buyer in accordance with this clause.

5.6  The Buyer shall procure that the Company shall from Completion use all
     reasonable commercial endeavours applying good commercial credit control
     practices (including exercising all rights of set-off) to collect the
     Sanctuary Debts as soon as reasonably practicable and shall provide the
     Seller with written notice on the first day of each calendar month
     following Completion of the amount of any payments made by Sanctuary in
     respect of the Sanctuary Debts until such debts have been paid in full.

5.7  In the event that the Seller is required to make a payment to the Buyer
     pursuant to clause 5.5 ('THE SANCTUARY PAYMENT') and Sanctuary at any time
     in the future pays (whether in one or more instalments) any amounts to the
     Company the Buyer shall repay to the Seller a sum equal to such amount
     within 10 Business Days of receipt of


                                    PAGE 14

<PAGE>

     the same and shall continue to make such repayments following receipt of
     any sums from Sanctuary up to an amount equal to the Sanctuary Payment
     provided that no sums received from Sanctuary after the commencement of any
     procedure or arrangement which results in any composition or compromise
     with creditors (but not a composition or compromise solely with the Company
     or initiated whether directly or indirectly by the Buyer's Group) whether
     pursuant to a creditors voluntary arrangement or scheme of arrangement or
     otherwise (but excluding any dividend or distribution paid to creditors
     which shall for the avoidance of doubt be treated as received by the
     Company in accordance with this clause 5) shall be treated for the purposes
     of this clause 5.7 as having been received from Sanctuary.

5.8  The Buyer shall not and shall procure that the Buyer's Group shall not,
     without the prior written consent of the Seller, vary the terms of any
     contract pursuant to which the Sanctuary Debts are due to the Company in a
     manner which deprives the Company of a right under the same to collect the
     Sanctuary Debts or any of them or waive, compromise or prejudice any of
     such rights.

6    POST-COMPLETION OBLIGATIONS

6.1  Rank hereby grants to the Buyer as agent for the Company a non-exclusive,
     non-transferable, royalty-free sub-licence under Licensors' rights in the
     'Deluxe' name in England -

     (A)  during the period of 4 months after Completion for the Company to use
          the 'Deluxe' name in connection with carrying on of its business as
          carried on immediately prior to Completion (the 'Business') as follows
          -

          (I)  applying the 'Deluxe' name to products manufactured and/or
               services offered by or on behalf of the Company in the Business
               and disposing of such products or services;


                                    PAGE 15
<PAGE>

          (II) using the 'Deluxe' name in advertisements, promotional materials,
               web sites, and other materials published by or on behalf of the
               Company in the Business;

          (III) using the 'Deluxe' name for Corporate Usage; and

     (B)  to continue to use the 'Deluxe' name to the extent reasonably
          necessary for the sale or distribution of Products that were
          manufactured or printed by or on behalf of the Company prior to the
          expiry of 4 months from Completion;

     in each case solely in connection with the carrying on of the Business by
     or on behalf of the Company and in the same manner and to the same extent
     that the 'Deluxe' name was used in the Business in the 12 months prior to
     Completion.

6.2  On expiration of the sub-licence granted in clause 6.1, the Company shall
     immediately -

     (A)  cease use of the 'Deluxe' name; and

     (B)  destroy all products, stationery, advertising and other materials
          under its control that bear the 'Deluxe' name and certify in writing
          to Rank that this has been done except in so far as continued use is
          permitted under clause 6.1(b).

6.3  The Buyer acknowledges (as agent for the Company) and agrees to procure
     that the Company's use of the 'Deluxe' name pursuant to the sub-licence in
     clause 6.1 is subject to the terms and conditions of the Deluxe Trade Mark
     Licence and the Buyer agrees to procure that any use made by the Company of
     the 'Deluxe' name after Completion shall not be inconsistent with the terms
     and conditions of the licence granted to Rank pursuant to the Deluxe Trade
     Mark Licence.

6.4  The Buyer shall procure that neither the Company nor any member of the
     Buyer's Group shall cause Rank or any member of the Seller's Group to be in
     breach or in contravention of any provision of the Deluxe Trade Mark
     Licence.


                                    PAGE 16

<PAGE>

6.5  The Buyer acknowledges for itself and as agent for the Company and the
     members of the Buyer's Group that neither it nor any of such other
     companies shall acquire any right, title or interest in or to the 'Deluxe'
     name, or the goodwill attached to it, by virtue of this Agreement or its
     use of the 'Deluxe' name other than the rights specifically granted to it
     under clause 6.1.

6.6  The Buyer for itself and as agent for the Company and the members of the
     Buyer's Group agrees with Rank (for itself and as trustee for the benefit
     of the Licensors) that -

     (A)  the Licensors shall retain sole and exclusive ownership of the
          'Deluxe' name, and all goodwill and rights related thereto;

     (B)  all goodwill arising from use of the 'Deluxe' name by the Company at
          any time shall accrue and belong to the Licensors;

     (C)  the Buyer shall procure that the Company, at the Licensors' request
          and cost, shall promptly execute all documents required by the
          Licensors to confirm the matters in clauses 6.6(a) and (b);

     (D)  all use of the 'Deluxe' name by or on behalf of the Company shall be
          deemed to be use by the Licensors;

     (E)  the Buyer agrees to procure that the Company shall, at the request and
          cost of the Licensors, cooperate with and assist the Licensors in any
          matter reasonably necessary for retaining or enforcing the Licensors'
          rights in the 'Deluxe' name;

     (F)  The Buyer shall not and shall procure that the Company shall not
          assign, transfer or otherwise deal with all or any of its rights
          and/or obligations under clauses 6.1 to 6.6 to any person; and

     (G)  the Buyer shall, and shall procure that the Company shall, cooperate
          with and assist Rank in relation to Rank's compliance with the
          provisions of the Deluxe Trade Mark Licence such cooperation and
          performance to be at Rank's


                                    PAGE 17

<PAGE>

          expense save to the extent that any expense arises out of or in
          connection with any breach by the Company or the Buyer's Group of the
          provisions of clauses 6.1 to 6.6 (in which case such expense shall be
          for the account of the Buyer) and subject always to the provisions of
          the indemnity in clause 6.8.

6.7  The Buyer agrees that the provisions of clauses 6.1 to 6.6 shall apply for
     the benefit of Rank for itself and as trustee for the benefit of the
     Seller's Group.

6.8  The Buyer undertakes to Rank and the Seller for themselves and as trustees
     for the benefit of each member of the Seller's Group that it shall
     indemnify Rank and each member of the Seller's Group against all Losses
     which Rank or any member of the Seller's Group may reasonably incur as a
     result of any use by the Company or any member of the Buyer's Group of the
     name 'Deluxe' or any logo incorporating the 'Deluxe' name in breach of or
     inconsistent with this clause 6.

6.9  The Buyer undertakes to the Seller for itself and as trustee for the
     benefit of each member of the Seller's Group that it shall procure that -

     (A)  the Company shall preserve until the seventh anniversary of Completion
          all books of account, employee records, financial records and records
          relating to Tax in each case which it is by law required to maintain
          and which are at Completion in its possession or under its control
          insofar as they record matters occurring on or before Completion;

     (B)  until the seventh anniversary of Completion, the Seller and its agents
          and advisers shall be allowed to inspect and take copies of the books,
          records and documents referred to in clause 6.9(a) (but only in
          relation to matters recorded therein which occurred on or before
          Completion) during normal working hours upon the Seller giving
          reasonable notice of such requirement to the Company; and

     (C)  the Company and its accounting team after Completion provide such
          information and assistance to the Seller and its agents and advisers
          as the Seller


                                    PAGE 18

<PAGE>

          may reasonably require (in relation to specific enquiries only) to
          enable the Seller's Group to prepare interim and annual results,
          statutory accounts and returns and computations relating to Tax and to
          comply with any statutory or regulatory requirement and to respond to
          any enquiry from any authority or regulatory body.

6.10 The Seller undertakes to the Buyer for itself and as trustee for the
     benefit of the Company that it shall procure that -

     (A)  the Seller's Group shall preserve until the seventh anniversary of
          Completion all books of account, employee records, financial records
          and records relating to Tax in each case which it or the Company is by
          law required to maintain and which are after Completion in its
          possession or under its control insofar as they record matters
          occurring on or before Completion;

     (B)  until the seventh anniversary of Completion, the Company and its
          agents and advisers shall be allowed to inspect and take copies of the
          books, records and documents referred to in clause 6.10(a) (but only
          in relation to matters recorded therein which occurred on or before
          Completion) during normal working hours upon the Company giving
          reasonable notice of such requirement to the Seller; and

     (C)  the Seller and the Seller's Group's accounting team after Completion
          provide such information and assistance to EDC on behalf of the
          Buyer's Group and its agents and advisers as EDC may reasonably
          require (in relation to specific enquiries only) to enable the Buyer's
          Group to prepare interim and annual results, statutory accounts and
          returns and computations relating to Tax and to comply with any
          statutory or regulatory requirement and to respond to any enquiry from
          any authority or regulatory body.

6.11 The Seller shall procure that the Company is released from the Seller's
     Group's bank account pooling arrangements with effect from Completion.


                                    PAGE 19

<PAGE>

6.12 The Seller and Rank agree to use reasonable endeavours to procure that -

     (A)  the existing terms and conditions under which: (i) employees of the
          Company are provided as at Completion with Company mobile phones
          pursuant to a central Seller's Group contract are maintained until the
          earlier of the date on which such phones are migrated to an agreement
          with a member of the Buyer's Group and one month from Completion; and
          (ii) any water, gas, electricity or other utilities are provided as at
          Completion to the Company pursuant to a central Seller's Group
          contract are maintained until 30 September 2006; and (iii) any PHI
          cover is provided as at Completion to the Company's employees pursuant
          to a central Seller's Group contract is maintained until the date
          falling two months after Completion; and

     (B)  any services, facilities or equipment (other than the mobile phone,
          utility and PHI services mentioned above) provided to the Company at
          Completion by any third party pursuant to the terms of a contract
          between a member of the Seller's Group and a third party shall
          continue to be provided to the Company in the same manner and on the
          same terms for a period of 4 months after Completion subject to the
          relevant member of the Seller's Group or the third party (as
          applicable) being promptly (and in any event within two Business Days
          of receipt a relevant invoice) reimbursed by the Buyer's Group for
          actual costs incurred by it in providing such services, facilities or
          equipment.

6.13 The Seller undertakes that it will or will procure that the relevant member
     of the Seller's Group will, at the Buyer's request and cost, take all
     reasonable steps to enforce the terms of any confidentiality agreement
     entered into with any previous potential purchaser of the Company in the
     two years prior to the date of this Agreement in order to protect the
     goodwill of the Company.

7    GUARANTEES AND INDEBTEDNESS

7.1  The Seller and Rank jointly and severally undertake to the Buyer as trustee
     for the benefit of the Company that they shall use all reasonable
     endeavours to ensure that


                                    PAGE 20

<PAGE>

     promptly after Completion the Company is released with effect from
     Completion from all subsisting guarantees, security interests and
     indemnities given by it in relation to the obligations of the Seller or any
     member of the Seller's Group and, pending that release, the Seller and Rank
     shall jointly and severally indemnify the Buyer as trustee for the benefit
     of the Company on demand against all Losses suffered by the Company arising
     under those guarantees, security interests and indemnities on or after
     Completion in relation to the obligations of the Seller's Group (excluding
     the Company).

7.2  The Buyer and EDC jointly and severally undertake to the Seller (for itself
     and as trustee for the members of the Seller's Group) that they shall use
     all reasonable endeavours to ensure that promptly after Completion the
     Seller's Group is released with effect from Completion from all subsisting
     guarantees, security interests and indemnities given by the Seller's Group
     in relation to the obligations of the Company and which are listed in
     Schedule 10 or of which the Buyer's Group becomes aware after Completion
     and, pending that release, the Buyer and EDC shall jointly and severally
     indemnify the Seller for itself and as trustee of the Seller's Group on
     demand against all Losses suffered by the Seller's Group arising under
     those guarantees, security interests and indemnities on or after Completion
     in relation to the obligations of the Company (provided always that for the
     purposes of this clause 7.2 the phrase "all reasonable endeavours" shall
     not oblige EDC or the Buyer to create any guarantee, security interest or
     indemnity that would create any additional balance sheet or off balance
     sheet liability for EDC or be treated as indebtedness or violate any
     covenant under the Buyer's Group's credit agreements existing at the date
     hereof).

7.3  Without prejudice to clause 7.2, the Seller has prior to the date of this
     Agreement applied to the landlord ('THE LANDLORD') of the lease under which
     the Company holds that part of the Real Property shortly known as Buildings
     E, EZ, F and FZ Philips Works for the release of Deluxe Media Service, LLC
     as, and for the substitution of EDC, as guarantor of the tenant covenants
     under such lease ('THE APPLICATION'). If the Application has not been
     granted by Completion EDC agrees promptly to satisfy the lawful and
     reasonable requirements of the Landlord and to use all reasonable


                                    PAGE 21

<PAGE>

     endeavours to assist the Seller in connection with the Application
     including (without limitation) providing to the Seller all information,
     references and documents as shall be reasonably requested by the Landlord
     to support the Application, to the intent that EDC will use all reasonable
     endeavours to ensure that the Deed of Release and Appointment of Guarantor
     in the agreed form (subject to such amendments as the Landlord may
     reasonably require save that such amendments shall not be reasonable if
     they include any amendment to the terms of the lease) is completed as a
     soon as reasonably possible following Completion.

8    SELLER'S AND RANK'S WARRANTIES

8.1  The Seller warrants to the Buyer at the date of this Agreement in the terms
     contained in Schedule 5 subject to the matters disclosed in or by the
     Disclosure Letter and the provisions of this Agreement including in
     particular the provisions of Schedule 6 (and each of the parties
     acknowledges that the terms of those Schedules and this clause 8 are in the
     circumstances fair and reasonable) and provided always that (and
     notwithstanding any provision of this Agreement to the contrary) the Seller
     shall have no liability under the Warranties relating to or arising out of
     or in connection with (a) the state and/or condition of the Real Property,
     any liability to any landlord in respect of the same (including in respect
     of dilapidations or alterations) or any matter referred to in the Property
     and Environmental Reports or (b) without prejudice to (a), matters relating
     to the Environment and/or Environmental Law except under the Warranties
     contained in Part 5 of Schedule 5.

8.2  A matter shall be regarded as disclosed in or by the Disclosure Letter for
     the purposes of this clause 8 (and the Seller shall have no liability in
     respect of that matter under the Warranties) only to the extent that
     information about that matter is fairly disclosed in or by the Disclosure
     Letter in reasonably sufficient detail to identify the nature and scope of
     that matter.

8.3  Each of the Warranties is separate and is to be construed independently of
     the other Warranties.


                                    PAGE 22

<PAGE>

8.4  No matter within the imputed or constructive knowledge of the Buyer on the
     date of this Agreement, but excluding all matters regarded as disclosed in
     accordance with clause 8.2, shall be regarded as qualifying the Warranties,
     so that neither the Buyer's right to make a Warranty Claim nor the quantum
     of any such claim made shall be affected by any such imputed or
     constructive knowledge. The Buyer and EDC warrant to the Seller that they
     are not at the date of this Agreement actually aware of any matter, other
     than all matters regarded as disclosed in accordance with clause 8.2, which
     would constitute a breach of any of the Warranties and which would entitle
     the Buyer to make a Warranty Claim. For the purposes of this clause 8.4 the
     actual knowledge of the Buyer and EDC shall be the actual knowledge of
     Clarke Bailey, Matthew Behrent and Roger Morgan.

8.5  The Buyer acknowledges and agrees that in entering into this Agreement it
     has relied only on the provisions of this Agreement, including, for the
     avoidance of doubt, the Warranties, and the Tax Covenant, and all other
     documents referred to therein, and that it shall have no right or remedy in
     respect of any representation, warranty, promise or assurance (made by any
     person whether or not a party to this Agreement) which is not included in
     this Agreement or the Tax Covenant other than a fraudulent representation,
     warranty, promise or assurance.

8.6  The Seller unconditionally and irrevocably waives any rights it may have
     against (and undertakes not to make any claims against or pursue any action
     to join in as third party or seek a contribution or indemnity from) the
     Company in connection with preparing the Disclosure Letter or agreeing any
     terms of this Agreement and save in the case of any dishonesty, fraud or
     deliberate concealment, the Seller unconditionally and irrevocably waives
     any rights it may have against (and undertakes not to make any claims
     against or pursue any action to join in as a third party or seek a
     contribution or indemnity from) any director or employee of the Company on
     whom the Seller has or may have relied, in connection with preparing the
     Disclosure Letter or agreeing to any terms of this Agreement. The Seller
     agrees that the benefit of this clause is held by the Company for itself
     and as trustee for the benefit of the Buyer's Group and any present or
     former employee, director, agent or officer of the Company.


                                    PAGE 23

<PAGE>

8.7  The Buyer acknowledges and agrees that the only remedy available to it for
     breach of the Warranties (excluding the Tax Warranties in respect of which
     the provisions of the Tax Covenant shall apply), or for misrepresentation
     where the representation has become a Warranty, shall, subject to the
     provisions of Schedule 6, be damages.

8.8  The Buyer agrees that it has no rights against any member of the Seller's
     Group (other than the Seller and Rank under this Agreement or the Tax
     Covenant) or any present or former employee, director, agent or officer of
     the Company or of any member of the Seller's Group in connection with this
     Agreement, the Tax Covenant or their subject matter (and to the extent that
     the Buyer has any such rights, the Buyer hereby waives such rights) and the
     Buyer undertakes that it shall not make any claim against any member of the
     Seller's Group (other than the Seller or Rank under this Agreement or the
     Tax Covenant) or any present or former employee, director, agent or officer
     of the Company or of any member of the Seller's Group in connection with
     this Agreement, the Tax Covenant or their subject matter, provided that
     nothing in this clause shall operate to prevent the Buyer from enforcing
     rights or making a claim against any person to the extent that those rights
     are available or that claim arises in respect of that person's own fraud,
     dishonesty or wilful concealment. The Buyer agrees that the benefit of this
     clause is held by the Seller for itself and as trustee for the benefit of
     the Seller's Group and any present or former employee, director, agent or
     officer of the Company or of any member of the Seller's Group.

8.9  The Seller warrants to the Buyer as follows -

     (A)  it has the requisite power and authority to enter into and perform
          this Agreement and any other agreement referred to in this Agreement
          to which it is or has agreed to become a party ('the Seller
          Documents');

     (B)  this Agreement constitutes and the Seller Documents will, when
          executed, constitute binding obligations of the Seller in accordance
          with their respective terms; and


                                    PAGE 24

<PAGE>

     (C)  it has obtained all necessary shareholder and board approvals (or
          foreign equivalents) in respect of this Agreement and the Seller
          Documents.

8.10 Rank warrants to the Buyer as follows -

     (A)  it has the requisite power and authority to enter into and perform
          this Agreement and any other agreement referred to in this Agreement
          to which it is or has agreed to become a party ('the Rank Documents');

     (B)  this Agreement constitutes and the Rank Documents will, when executed,
          constitute binding obligations of Rank in accordance with their
          respective terms; and

     (C)  it has obtained all necessary shareholder and board approvals (or
          foreign equivalents) in respect of this Agreement and the Rank
          Documents.

9    BUYER'S, EDC'S AND GUARANTOR'S WARRANTIES

9.1  Each of the Buyer and EDC warrants to the Seller as follows -

     (A)  it has the requisite power and authority to enter into and perform
          this Agreement and any other agreement referred to in this Agreement
          to which it is or has agreed to become a party ('the Buyer
          Documents');

     (B)  this Agreement constitutes and the Buyer Documents will, when
          executed, constitute binding obligations of the Buyer and EDC, as
          applicable, in accordance with their respective terms;

     (C)  it has obtained all necessary shareholder and board approvals (or
          foreign equivalents) in respect of this Agreement and the Buyer
          Documents; and

     (D)  it is not aware of any matter which constitutes, or would constitute,
          a breach of the Warranties.


                                    PAGE 25

<PAGE>

9.2  The Guarantor warrants to the Seller as follows -

     (A)  it has the requisite power and authority to enter into and perform
          this Agreement and any other agreement referred to in this Agreement
          to which it is or has agreed to become a party ('the Guarantor
          Documents');

     (B)  this Agreement constitutes and the Guarantor Documents will, when
          executed, constitute binding obligations of the Guarantor in
          accordance with their respective terms; and

     (C)  it has obtained all necessary shareholder and board approvals (or
          foreign equivalents) in respect of this Agreement and the Guarantor
          Documents.

10   COMPETITION

     In consideration of the purchase of the Share the Seller undertakes with
     the Buyer that it will, and will procure that every member at the relevant
     time of the Seller's Group will, comply with the provisions of Schedule 7.

11   INSURANCE

11.1 The Buyer acknowledges and agrees that the insurance broker services
     agreement and all insurance effected by the Seller's Group for the benefit
     of the Company will cease to have effect upon the Company ceasing to be a
     subsidiary undertaking of the Seller on Completion and accordingly that it
     is the responsibility of the Buyer to effect new insurance for the benefit
     of the Company with effect from that date.

11.2 In respect of any outstanding insurance claim notified under the insurances
     effected by the Seller's Group for the benefit of the Company by or on
     behalf of the Company prior to Completion or in respect of any occurrence
     prior to Completion required to be notified after Completion under such
     insurances, the Buyer shall procure that the Company shall deal exclusively
     with the Seller's Group's nominated insurance manager in respect of all
     matters relating to such claim or occurrence and the Seller


                                    PAGE 26

<PAGE>

     shall procure that any amount received from the Seller's Group's insurers
     after Completion in respect of such claim or occurrence is paid promptly to
     the Company.

11.3 Nothing in this clause is intended to affect in any way or otherwise apply
     to insurances for the benefit of the Company effected by the landlord of
     any property occupied by the Company.

12   RESCISSION

     No party shall have any right whether before or after Completion to rescind
     or terminate this Agreement except where such right is available in respect
     of fraud.

13   GUARANTEES

13.1 The Guarantor irrevocably and unconditionally -

     (A)  guarantees to the Seller to ensure the Buyer's full and prompt payment
          of the Initial Consideration within the time limit prescribed by this
          Agreement;

     (B)  undertakes with the Seller that if the Buyer does not pay any such
          amount when due under or in connection with this Agreement, the
          Guarantor shall immediately on demand pay that amount as if it were
          the principal obligor; and

     (C)  agrees to indemnify the Seller on demand against all Losses which the
          Seller may incur in enforcing any rights under this guarantee against
          the Guarantor.

13.2 Rank irrevocably and unconditionally -

     (A)  guarantees to the Buyer and EDC the performance by the Seller of all
          the Seller's obligations under this Agreement within any time limit
          prescribed by this Agreement;

     (B)  undertakes with the Buyer and EDC that whenever the Seller does not
          pay any amount or perform any obligation when due under or in
          connection with this Agreement, Rank shall immediately on demand pay
          that amount or perform or


                                    PAGE 27

<PAGE>

          procure the performance of that obligation as if it were the principal
          obligor; and

     (C)  agrees to indemnify the Buyer and EDC on demand against all Losses
          which the Buyer or EDC may incur in enforcing any rights under this
          guarantee against Rank.

13.3 EDC irrevocably and unconditionally -

     (A)  guarantees to the Seller and Rank the performance by the Buyer of all
          the Buyer's obligations under this Agreement within any time limit
          prescribed by this Agreement;

     (B)  undertakes with the Seller and Rank that whenever the Buyer does not
          pay any amount or perform any obligation when due under or in
          connection with this Agreement, EDC shall immediately on demand pay
          that amount or perform or procure the performance of that obligation
          as if it were the principal obligor; and

     (C)  agrees to indemnify the Seller and Rank on demand against all Losses
          which the Seller or Rank may incur in enforcing any rights under this
          guarantee against the EDC.

13.4 The liability of the Guarantors under clauses 13.1 and 13.2 shall not be
     released or diminished in whole or in part by anything which, but for this
     provision, might operate to affect their liability, including without
     limitation -

     (A)  any variation of the terms of this Agreement;

     (B)  any forbearance or neglect or delay in seeking the performance of any
          obligations under this Agreement or any granting of time for the
          performance of those obligations or any other arrangements between the
          Buyer and the Seller or any other person; or


                                    PAGE 28

<PAGE>

     (C)  any unenforceability or invalidity of any obligation of the Seller or
          the Buyer, so that this clause shall be construed as if there were no
          such unenforceability or invalidity.

13.5 So long as the Seller remains under any actual or contingent obligation
     under this Agreement, Rank shall not exercise any rights which it may at
     any time have by reason of the performance of its obligations under this
     clause to be indemnified by the Seller, to claim a contribution from
     another surety of the Seller's obligations or to take the benefit (by way
     of subrogation or otherwise) of any of the Seller's rights under this
     Agreement.

13.6 Rank will not hold any security from the Seller in respect of the guarantee
     in clause 13.2, and any such security which is held in breach of this
     clause shall be held by Rank on trust for the Buyer.

13.7 So long as the Buyer remains under any actual or contingent obligation
     under this Agreement to pay any amount referred to in clause 13.1(a), the
     Guarantor shall not exercise any rights which it may at any time have by
     reason of the performance of its obligations under this clause 13 to be
     indemnified by the Buyer, to claim a contribution from another surety of
     the Buyer's obligations or to take the benefit (by way of subrogation or
     otherwise) of any of the Buyer's rights under this Agreement.

13.8 The Guarantor will not hold any security from the Buyer in respect of the
     guarantee in clause 13.1, and any such security which is held in breach of
     this clause shall be held by the Guarantor on trust for the Seller.

13.9 So long as the Buyer remains under any actual or contingent obligation
     under this Agreement, EDC shall not exercise any rights which it may at any
     time have by reason of the performance of its obligations under this clause
     to be indemnified by the Buyer, to claim a contribution from another surety
     of the Buyer's obligations or to take the benefit (by way of subrogation or
     otherwise) of any of the Buyer's rights under this Agreement.


                                    PAGE 29

<PAGE>

13.10 EDC will not hold any security from the Buyer in respect of the guarantee
     in clause 13.3, and any such security which is held in breach of this
     clause shall be held by EDC on trust for the Seller and Rank.

13.11 Rank warrants and represents to the Buyer and the Guarantor warrants and
     represents to the Seller and EDC warrants and represents to the Seller that
     it is not engaged in any litigation, arbitration, mediation, conciliation,
     expert determination, adjudication or other dispute resolution process as
     claimant or defendant, which might have an effect upon its capacity to
     perform its obligations under this Agreement and no such dispute resolution
     process has been threatened against it.

13.12 Rank further warrants and represents to the Buyer and the Guarantor
     warrants and represents to the Seller and EDC warrants and represents to
     the Seller that the entering into and performance by Rank or the Guarantor
     or EDC (as the case may be) of its obligations under this Agreement -

     (A)  will not result in a breach of any provision of its memorandum or
          articles of association (or foreign equivalent);

     (B)  will not result in a breach of, or constitute a default under, any
          agreement under which it enjoys rights or by which it is bound;

     (C)  will not result in a breach of any order, judgment or decree of any
          court or governmental, administrative or regulatory body or agency to
          which it is party or by which it is bound; and

     (D)  does not require the consent of any third party which consent has not
          been obtained.

13.13 The guarantees contained in clauses 13.1, 13.2 and 13.3 are continuing
     guarantees and shall remain in force until -


                                    PAGE 30

<PAGE>

     (A)  in the case of the guarantee set out in clause 13.1, the amounts
          referred to in clause 13.1 have been paid in full to the Seller
          regardless of any intermediate payment or discharge in whole or in
          part;

     (B)  in the case of the guarantee set out in clause 13.2, the expiry of the
          time limit in paragraph 3(a) of Schedule 6 (or, in respect of the
          Seller's obligations under any Claim (as defined in Schedule 6) which
          has been notified to the Seller in accordance with Schedule 6 and
          which remains outstanding at the expiry of such time limit, the
          settlement of such obligations); and

     (C)  in the case of the guarantee set out in clause 13.3, the expiry of the
          time limit in paragraph 3(a) of Schedule 6 (or, if later, the
          settlement of the Buyer's obligations under any claim against it under
          this Agreement which has been notified to it without any unreasonable
          delay and which remains outstanding at the expiry of such time limit).

13.14 If any monies paid to the Buyer by the Seller, or to the Seller by the
     Buyer, or to Rank by the Buyer under this Agreement have to be repaid by
     either the Buyer, the Seller or Rank by virtue of any provision or
     enactment relating to bankruptcy, insolvency or liquidation (including any
     foreign equivalents) for the time being in force or on any other ground,
     the liability of each of the Guarantor, Rank and EDC shall be computed as
     if those monies had never been paid to the Buyer, the Seller or Rank at
     all.

13.15 The Guarantors waive any right they may have of first requiring the Seller
     (in the case of the Guarantor and EDC) or the Buyer (in the case of Rank)
     to proceed against or enforce any other rights or security or claim payment
     from any person before claiming from the Guarantors under this clause 13.

13.16 Until all amounts which may be or become payable by the Buyer, the
     Guarantor or EDC under or in connection with this Agreement have been
     irrevocably paid in full, the Seller may -


                                    PAGE 31
<PAGE>

     (A)  refrain from applying or enforcing any other moneys, security or
          rights held or received by the Seller in respect of those amounts, or
          apply and enforce the same in such manner and order as it sees fit
          (whether against those amounts or otherwise) and neither the Guarantor
          or EDC shall be entitled to the benefit of the same; and

     (B)  hold in an interest-bearing suspense account any moneys received from
          the Guarantor or EDC or on account of the Guarantor's or EDC's
          liability under this clause.

13.17 Until all amounts which may be or become payable by the Seller or Rank
     under or in connection with this Agreement have been irrevocably paid in
     full, the Buyer may -

     (A)  refrain from applying or enforcing any other moneys, security or
          rights held or received by the Buyer in respect of those amounts, or
          apply and enforce the same in such manner and order as it sees fit
          (whether against those amounts or otherwise) and Rank shall not be
          entitled to the benefit of the same; and

     (B)  hold in an interest-bearing suspense account any moneys received from
          Rank or on account of Rank's liability under this clause.

14   NOTICES

14.1 Any notice or other communication to be given or served under or in
     connection with this Agreement must be in writing and must be -

     (A)  delivered by hand; or

     (B)  sent by ordinary first class (or airmail in the case of notices to or
          from any country outside the United Kingdom), special delivery or
          recorded delivery post (in each case, pre-paid).

     to the party due to receive the notice at the following address -


                                    PAGE 32

<PAGE>

          (I)  in the case of the Seller, at its registered office from time to
               time, marked for the attention of the Company Secretary;

          (II) in the case of the Buyer, at 825 8th Avenue, 23rd Floor, New
               York, N.Y. 10019, USA, marked for the attention of the Chief
               Financial Officer;

          (III) in the case of the Guarantor, at 825 8th Avenue, 23rd Floor, New
               York, N.Y. 10019, USA, marked for the attention of the Chief
               Financial Officer;

          (IV) in the case of Rank, at its registered office from time to time,
               marked for the attention of the Company Secretary; and

          (V)  in the case of EDC, at 825 8th Avenue, 23rd Floor, New York, N.Y.
               10019, USA, marked for the attention of the Chief Financial
               Officer;

     or at such other address as may previously by notice given in accordance
     with this clause have been specified by that party.

14.2 A notice is deemed to be given or served -

     (A)  if delivered by hand, at the time it is left at the address;

     (B)  if sent by pre-paid post (whether ordinary first class, airmail,
          special delivery or recorded delivery), on the fourth Business Day
          after posting; and

     (C)  if sent by fax, on receipt of a clear transmission report.

14.3 In the case of a notice given or served by fax or by hand, where this
     occurs after 5.00pm on a Business Day, or on a day which is not a Business
     Day, the date of service shall be deemed to be the next Business Day.

14.4 Any notice under or in connection with this Agreement shall not be validly
     given or served if sent by email or text message.


                                    PAGE 33

<PAGE>

15   GENERAL

15.1 Any payment to be made by any party under this Agreement shall be made in
     full without any set-off (unless otherwise provided in this Agreement or
     the parties shall agree otherwise in writing), deduction, withholding or
     counterclaim of any kind.

15.2 Without prejudice to any other limitation on the Seller's and/or Rank's
     liability under this Agreement, the maximum aggregate combined liability of
     the Seller and Rank under this Agreement (including the Tax Warranties)
     shall not exceed L3,278,509.

15.3 Any payment due by any party under clauses 4 or 5 which is not paid by or
     on the due date for payment under this Agreement shall be subject to
     interest at the rate per annum of 4 per cent. above the base lending rate
     of Barclays Bank PLC from time to time to accrue daily from the due date
     for payment until the date of actual payment.

15.4 The parties shall pay their own respective costs and expenses in connection
     with and incidental to this Agreement and the documents referred to in this
     Agreement.

15.5 Except insofar as a party is required by law or the requirements of any
     listing authority, securities exchange or regulatory or governmental body
     (including the UK Listing Authority, the London Stock Exchange, the UK
     Panel on Take-overs and Mergers or the UK Take-over Code, NASDAQ and the US
     Securities Exchange Commission) and then after consultation with the other
     parties, no public announcement of the sale and purchase of the Share or
     the terms of this Agreement shall be made by any party to any person
     without the written consent of the other parties except in the agreed form
     and subject thereto each party shall use its best endeavours to keep the
     terms of this Agreement confidential.

15.6 The Warranties and all other provisions of this Agreement, insofar as they
     have not been performed at Completion, shall not be extinguished or
     affected by and shall remain in full force and effect notwithstanding
     Completion.

15.7 This Agreement, and the documents referred to herein, constitutes the whole
     agreement of the parties in relation to its subject matter and supersedes
     any previous


                                     PAGE 34

<PAGE>

     agreements, representations, warranties or arrangements (whether in writing
     or oral) between them in relation to the subject matter of this Agreement
     (including the exclusivity agreement between EDC and The Rank Group Plc
     dated 13 April 2006 which the Buyer (as agent for and trustee for the
     benefit of The Rank Group Plc), the Seller and EDC agree, shall terminate
     on Completion such that no party thereto shall have any further rights or
     obligations thereunder); and no modification of this Agreement shall be
     effective unless it is made in writing and duly executed and delivered as a
     deed by each of the parties.

15.8 No term of this Agreement shall be enforceable under the Contracts (Rights
     of Third Parties) Act 1999. This clause shall not affect any right or
     remedy of a third party which exists or is available apart from that Act.

15.9 Save as provided in clause 15.10, this Agreement is personal to the parties
     and a party may not assign (including by way of security), transfer,
     charge, grant security over or deal in any other manner with this Agreement
     or any of its rights under it (including the Warranties and any indemnity
     contained in this Agreement), nor purport to do any of the same, nor
     subcontract any or all of its obligations under this Agreement without
     having obtained the prior written consent of the other parties.

15.10 Subject always to clause 6.6(f) which shall apply notwithstanding the
     provisions of this clause 15.10, each of the Buyer and the Seller shall be
     entitled to assign its rights under this Agreement in whole but not in part
     to any member of the Buyer's Group or the Seller's Group, as the case may
     be, provided that it shall procure that any such company to whom it assigns
     any of its rights under this Agreement shall assign such rights back to it
     immediately prior to it ceasing to be a member of the Buyer's Group or the
     Seller's Group, as the case may be. Any assignment made pursuant to this
     clause 15.10 shall be subject to the following terms -

     (A)  no such assignment shall relieve the Buyer or the Seller, as the case
          may be, of any of its obligations under this Agreement;


                                    PAGE 35

<PAGE>

     (B)  any such assignment shall be made on terms that the assignee
          acknowledges that the other parties to this Agreement may continue to
          deal exclusively with the assignor in respect of all matters relating
          to this Agreement at all times unless and until the assignee notifies
          the other parties in writing that it is exercising its rights as
          assignee; and

     (C)  a party's liability to any assignee in respect of any rights or
          obligations under this Agreement shall not be greater than if no such
          assignment had taken place.

15.11 The exercise, or partial exercise, of or any delay or omission in
     exercising any right conferred by this Agreement on any party shall not
     constitute a waiver of that or any other right or remedy available to that
     party nor, subject to any time limits for making claims set out in this
     Agreement, affect the right to exercise that right or remedy at a later
     time; and the rights and remedies provided in this Agreement are cumulative
     and not exclusive of any rights or remedies provided by law.

15.12 No provision of this Agreement shall exclude or limit any liability for
     fraud.

15.13 If any provision of this Agreement is held by a competent authority to be
     invalid or unenforceable in whole or in part, this Agreement shall continue
     to be valid as to its other provisions.

15.14 This Agreement may be executed in more than one counterpart and shall come
     into force once each party has executed and delivered such a counterpart in
     identical form.

15.15 This Agreement shall be governed by and construed in accordance with the
     laws of England and Wales and the parties agree to submit to the exclusive
     jurisdiction of the courts of England and Wales.

15.16 Each party irrevocably waives any objection it might have to the courts of
     England and Wales being nominated as the forum to hear and decide any
     proceedings brought before it and to settle any dispute which may arise out
     of or in any way in connection


                                    PAGE 36

<PAGE>

     with this Agreement and agrees not to claim that the courts of England and
     Wales are not a convenient or appropriate forum for these purposes.

15.17 The Guarantor and EDC irrevocably appoint Olswang of 90 High Holborn,
     London WC1V 6XX as their process agent to receive on their behalf service
     of process in any proceedings in England and Wales. Such service shall be
     deemed completed on delivery to such process agent (whether or not it is
     forwarded to and received by the Guarantor and/or EDC). If for any reason
     such process agent ceases to be able to act as a process agent or no longer
     has an address in England and Wales the Guarantor and EDC irrevocably agree
     to appoint a substitute process agent acceptable to the Seller and to
     deliver to the Seller a copy of the new process agent's acceptance of that
     appointment within 7 days of such cessation.

15.18 The Buyer, the Guarantor and EDC irrevocably consent to any process in any
     legal action or proceedings in connection with this Agreement being served
     on them in accordance with the provisions of this Agreement relating to the
     service of notices. Nothing contained in this Agreement shall affect the
     right to serve process in any other manner permitted by law.

IN WITNESS whereof the parties have executed and delivered this Agreement as a
deed on the date first above written.


                                    PAGE 37

<PAGE>

                                   SCHEDULE 1

                                   THE COMPANY

1    Name                              : Deluxe Global Media Services Blackburn
                                         Limited
2    Registered number                 : 4390476
3    Registered office                 : 6 Connaught Place, London W2 2EZ
4    Date and place of incorporation   : 8th March 2002, London
5    Issued share capital              : 4,131,534 ordinary shares of L1
6    Directors                         : Hamish Platt and Thomas Vale
7    Secretary                         : Clare Marianne Duffill
8    Auditors                          : PricewaterhouseCoopers LLP
9    Accounting reference date         : 31 December


                                    PAGE 38

<PAGE>

                                   SCHEDULE 2

                                THE REAL PROPERTY

<TABLE>
<CAPTION>
PRESENT                                                                     CURRENT
LESSEE       DATE OF                                       TERM AND BREAK   ANNUAL
(OWNER)      LEASE         PARTIES                          CLAUSE DATES    RENTAL    SHORT DESCRIPTION    USE PERMITTED BY LEASE
-----------  -----------  ------------------------------  ---------------  --------  -------------------  -----------------------
<S>          <C>          <C>                             <C>              <C>       <C>                  <C>
The Company  10 March     (1) RBSI Custody Bank Limited   3 years from      L75,000  Unit C Philips Road  Offices and warehouses
             2004         and RBSI Trust Company Limited  and including              Industrial Estate    or any other use within
                          (as trustees of the Merrill     1 February 2004                                 B1 and B8 with
                          Lynch Property Fund) (2)                                                        Landlord's consent
                          Deluxe Global Media Services
                          Blackburn Limited

The Company  7 January    (1) Philips Electronics UK      7 January 2003    L17,000  Building CZ Philips  B1 with ancillary
             2003         Limited (2) Disctronics         until 17 June              Works                storage
                          Blackburn Limited               2017

The Company  6 September  (1) LG Philips Displays         6 September       L37,135  Building DZ Philips  B1 or B8
             2005         Netherlands BV (trading as LG   2005 to 1 July             Works
                          Philips Displays) (2) Deluxe    2011
                          Global Media Services
                          (Blackburn) Limited

The Company  18 June      (1) Philips Electronics UK      15 years         L269,300  Buildings E, EZ, F   BI with ancillary
             2002         Limited (2) Disctronics         commencing 6               and FZ Philips       storage
                          Blackburn Limited (3)           June 2002 to 5             Works
                          Disctronics (UK) Limited        June 2017
</TABLE>


                                    PAGE 39

<PAGE>

                          SCHEDULE 3

              SELLER'S OBLIGATIONS ON COMPLETION

1    The Seller shall deliver or make available to the Buyer -

     (A)  a transfer of the Shares duly executed by the registered holder in
          favour of the Buyer;

     (B)  the certificate for the issued Shares in the Company;

     (C)  the Tax Covenant duly executed by the Seller and Rank as a deed;

     (D)  the Disclosure Letter signed by the Seller;

     (E)  the TSA duly executed by the Seller and Rank;

     (F)  a certified copy of any power of attorney under which this Agreement
          or any document to be delivered under this Schedule has been executed;

     (G)  a form of power of attorney in the agreed form in favour of the Buyer
          signed by the registered holder of the Shares;

     (H)  if the document has been approved by the landlord of Buildings E, EZ,
          F and FZ by Completion, the Deed of Release and Appointment of
          Guarantor in the agreed form) duly executed as a deed by Deluxe Global
          Media Services LLC and the other parties thereto other than the
          Guarantor;

     (I)  the UML Deed of Novation in the agreed form duly executed as a deed by
          the Company and Deluxe Media Service, LLC;

     (J)  the Sanctuary Letter duly executed by Sanctuary Records Group Limited;

     (K)  the Universal Deed of Release duly executed by Universal Music
          Operations Limited, the Company and Deluxe Media Service, LLC;


                                    PAGE 40

<PAGE>


     (L)  a copy of the Seller's Group's instruction to its bankers to withdraw
          the Company from the Seller's Group's pooling arrangements;

     (M)  in the case of every director or secretary of the Company resigning,
          his written resignation and an acknowledgement by deed in the agreed
          form that he has no claim against the Company for compensation for
          loss of office or otherwise;

     (N)  in the case of the auditor of the Company resigning, a written notice
          of resignation in the agreed form containing a negative statement
          under section 394(1) of the Companies Act;

     (O)  a certified copy of the minutes of a meeting of the directors of the
          Seller resolving that the Seller should enter into this Agreement, and
          each other document to be signed by it at Completion, and authorising
          the execution of those documents by each person signing on behalf of
          the Seller;

     (P)  a certified copy of the minutes of a meeting of the directors of Rank
          resolving that Rank should enter into this Agreement, and in
          particular give the guarantee in clause 13.2, and authorising the
          execution of this Agreement and each other document to be signed by it
          at Completion; by each person signing on behalf of Rank;

     (Q)  the certificate of incorporation and any certificates of incorporation
          on change of name of the Company;

     (R)  a duly executed copy of the Form 8832 in the agreed form;

     (S)  the statutory books of the Company, including the register of members
          and charges complete and up-to-date up to but not including
          Completion; and

     (T)  the title deeds and other documents in respect of the Real Property
          listed in the agreed form Real Property Deeds List.


                                    PAGE 41

<PAGE>

2    The Seller shall ensure that a board meeting of the Company is held at
     Completion at which -

     (A)  the people nominated by the Buyer are appointed as directors and
          secretary (as the case may be) of the Company with immediate effect;

     (B)  the resignations referred to in paragraph 1(m) of Schedule 3 are
          accepted with effect from the close of the meeting;

     (C)  Ernst & Young LLP are appointed auditors of the Company;

     (D)  the registered office of the Company is changed to the Company's
          premises in Blackburn;

     (E)  the transfer referred to in paragraph 1(a) of Schedule 3 is (subject
          only to its being duly stamped) approved for registration; and

     (F)  each existing bank mandate of the Company is cancelled and a new bank
          mandate appointing the Buyer's chosen signatories submitted to the
          relevant bank;

     and shall also ensure at Completion that an extraordinary general meeting
     of the Company is held at which the name of the Company is changed to EDC
     Blackburn Limited (and the Buyer agrees to provide to the Seller a copy of
     the relevant certificate on incorporation of change of name promptly
     following receipt of the same by the Company from the Registrar of
     Companies).


                                    PAGE 42
<PAGE>

                                   SCHEDULE 4

                COMPLETION ACCOUNTS AND CONSIDERATION ADJUSTMENT

ADJUSTMENT TO THE CONSIDERATION

1    The Consideration shall be the Initial Consideration adjusted as follows -

     (A)  increased by the amount by which the Working Capital exceeds the sum
          of L6,666,667 or reduced by the amount by which the Working
          Capital falls short of L6,666,667;

     (B)  increased by the amount by which the Intra Group Receivables exceed
          the sum of L80,179 or reduced by the amount by which the Intra
          Group Receivables fall short of the sum of L80,179;

     (C)  increased by the amount by which the Intra Group Payables fall short
          of the sum of L888,996 or reduced by the amount by which the
          Intra Group Payables exceed the sum of L888,996;

     (D)  increased by the amount by which the Third Party Financial Debt falls
          short of the sum of L6,048 or reduced by the amount by which the
          Third Party Financial Debt exceeds the sum of L6,048; and

     (E)  increased by the amount of Cash as at Completion subject to a maximum
          of L500,000.

COMPLETION ACCOUNTS

2    The Buyer shall procure that a balance sheet as at the date of Completion
     in the agreed form and the Consideration Adjustment Statement are prepared
     for the Company in accordance with the following provisions of this
     Schedule as soon as practicable after Completion and in any event within 30
     days of Completion.


                                    PAGE 43

<PAGE>

3    The Completion Accounts (including all items referred to in paragraph 1
     save to the extent otherwise provided in this Agreement) shall be prepared
     on bases and policies that appear, and in the order shown and subject to
     the proviso, below:

     (A)  the specific accounting policies set out in paragraph 10 below;

     (B)  to the extent not covered by paragraph 3(a) above, the policies
          adopted in the preparation of the Management Accounts;

     (C)  to the extent not covered by paragraph 3(a) or (b) above, bases and
          policies consistent with, and applied in the same way as, and
          following the same methodologies (including as to the application of
          all practices, judgments, estimates, forecasts and opinions) as, those
          adopted and applied in the preparation of the Accounts; and

     (D)  to the extent not covered by paragraph 3(a), (b) or (c) above, in
          accordance with IFRS accounting policies as at 30 June 2006,

     provided always that no account shall be taken in the Completion Accounts,
     the Working Capital or the Consideration Adjustment Statement of any
     liability of the Company relating to or arising out of or in connection
     with the state and/or condition of the Real Property, (ii) any liability to
     any landlord in respect of the same (including in respect of dilapidations
     or alterations), (iii) matters relating to the Environment and/or
     Environmental Law and (iv) any matter referred to in the Property and
     Environmental Reports unless such items appear on the P6 balance sheet of
     the Management Accounts.

4    Upon the preparation of the Completion Accounts by the Buyer -

     (A)  the Buyer shall deliver to the Seller the Completion Accounts and the
          Consideration Adjustment Statement, together with such working papers
          used in connection with the preparation of the Completion Accounts and
          the Consideration Adjustment Statement as are reasonably necessary to


                                    PAGE 44

<PAGE>

          understand the Completion Accounts and the Consideration Adjustment
          Statement; and

     (B)  the Seller shall within the following 30 days of receipt of the same
          report to the Buyer in writing whether or not, in its opinion, the
          Completion Accounts and the Consideration Adjustment Statement have
          been prepared in accordance with the provisions of this Agreement and
          whether or not the Consideration Adjustment Statement is correct; and,
          if not, the Seller shall report in writing (to the extent it is at
          that time reasonably able to do so) the respects in which it considers
          the Completion Accounts have not been prepared in accordance with the
          provisions of this Agreement and the Consideration Adjustment
          Statement is incorrect.

RESOLVING DISAGREEMENTS

5    If the Seller gives the report referred to in paragraph 4 stating that the
     Completion Accounts have not been prepared in accordance with the
     provisions of this Agreement and the Consideration Adjustment Statement is
     incorrect, the Seller and the Buyer shall, within the period of 14 days
     following the giving of such report, use all reasonable endeavours to agree
     the Completion Accounts and the Consideration Adjustment Statement.

6    If the Completion Accounts and the Consideration Adjustment Statement are
     not agreed by the end of the period mentioned in paragraph 5, either the
     Seller or the Buyer may at any time after the end of that period refer any
     matter in dispute concerning the preparation of the Completion Accounts or
     the Consideration Adjustment Statement to an independent firm of chartered
     accountants, to be agreed upon between them and appointed jointly by the
     Seller and the Buyer or, in default of agreement, by the President for the
     time being of the Institute of Chartered Accountants in England and Wales
     on the application of the Seller or the Buyer. The accountants so appointed
     shall be instructed to deliver their determination as soon as


                                    PAGE 45

<PAGE>

     practicable to the Seller and the Buyer and shall be deemed to act as
     experts and not as arbitrators and their decision shall be final and
     binding on the Seller and the Buyer.

7    The Seller and the Buyer agree that -

     (A)  in endeavouring to agree the Completion Accounts and the Consideration
          Adjustment Statement whether under paragraph 5 or by the appointment
          of the accountants under paragraph 6, they and any accountants
          appointed shall have regard only to, and they shall instruct such
          accountants to have regard only to, such matters and facts as are
          ascertained or capable of conclusive ascertainment on the date of the
          report referred to in paragraph 4(b); and

     (B)  any firm of accountants appointed under paragraph 6 shall determine,
          and they shall instruct such accountants to determine, only the
          particular aspect of the preparation of the Completion Accounts and
          the Consideration Adjustment Statement which is in dispute and,
          accordingly, such accountants shall not determine or adjust any other
          matter or have regard to any fact not directly relating to the matter
          in dispute.

GENERAL

8    The Seller and the Buyer shall each give such assistance as may be
     reasonably required to enable the Completion Accounts and the Consideration
     Adjustment Statement to be prepared and agreed (in accordance with
     paragraph 5); and the Buyer shall procure that proper access to the books
     of account and accounting records, including all accountants working papers
     and audit files, of the Company is given to the Seller and its agents and
     advisers for this purpose and, if applicable, to the chartered accountants
     appointed under paragraph 6, to enable them to carry out their respective
     duties under this Agreement.

9    The fees of any accountants appointed under paragraph 6 shall be borne by
     the Seller and the Buyer in such proportions as the accountants may
     determine or, in the absence of any such determination, as to one half by
     the Seller and as to one half by


                                    PAGE 46

<PAGE>

     the Buyer; and if the Seller or the Buyer shall pay a greater proportion of
     such fees, the other party shall reimburse it immediately on demand.

10   Save where the context otherwise requires, capitalised terms in this
     paragraph refer to the line items to be included in the Working Capital
     calculation as listed in Schedule 8.

     (A)  direct materials held within Raw Material Stock shall be valued on the
          same basis as the Company's 2006 budget factory standard prices as set
          out in the Monthly Management Accounts, whilst indirect materials and
          consumables held within Raw Material Stock shall be valued at rolling
          average cost;

     (B)  provision for Obsolete Raw Material Stock shall be 6% of Raw Material
          Stock save that no provision shall be made for polycarbonate stock;

     (C)  W.I.P. Stock shall be valued at the Company's 2006 budget factory
          standard as set out in the Monthly Management Accounts and any
          overheads at 2006 budget overheads;

     (D)  Finished Stock shall be valued at the Company's 2006 budget factory
          standard as set out in the Monthly Management Accounts and any
          overheads at 2006 budget overheads;

     (E)  Maintenance Stock shall be valued at rolling average cost;

     (F)  Provision Obsolete Maintenance Stock shall only comprise a 100%
          provision for Maintenance Stock not moved after 24 months;

     (G)  Printed Matter Stock shall be valued at rolling average cost;

     (H)  Provision Obsolete Printed Matter Stock shall only comprise a 100%
          provision for Printed Matter Stock owned by the Company and not moved
          after 6 months;


                                    PAGE 47

<PAGE>

     (I)  Goods In Transit shall be valued at the third party invoice price if
          an invoice has been received, otherwise at order value;

     (J)  Third Party Trade Debtors shall be valued at the actual customer
          invoice price and shall include the value of any cheques or other
          payments received but not yet banked into the Company's bank accounts;

     (K)  Bad Debt Provision Specific shall only comprise a specific provision
          of L2,380 in respect of debt owed by Golf Ecosse;

     (L)  Debtors Credits shall comprise any overpayments by clients;

     (M)  Sales Provisions Control shall comprise contract volume rebates and
          any known specific invoice queries;

     (N)  Deferred Tax shall be attributed a fixed value of L320,000
          (notwithstanding this attributed value, and for the avoidance of
          doubt, all of the deferred tax assets as at Completion shall be shown
          as deferred tax assets in the Completion Accounts);

     (O)  Prepayments shall comprise the prepaid element of any invoices
          received;

     (P)  Third Party Print Revenue Accrual shall comprise the monthly print
          usage to be charged to clients such as USM, MOS, Select, Naxos, Gut,
          Sixteen and Hodder;

     (Q)  Third Party Trade Creditors shall be valued at the actual price of any
          unpaid supplier invoices;

     (R)  Third Party Creditor Accruals shall only comprise any Bayer deliveries
          not invoiced, purchase ledger log accruals and purchase ledger
          revaluation;

     (S)  PAYE/NIC Creditor shall only comprise PAYE/NIC payments due to HMRC
          for the current payroll period, to the extent not yet settled;


                                    PAGE 48

<PAGE>

     (T)  Pensions Creditor shall only comprise company and individual pension
          contributions due for the current payroll period, to the extent not
          yet paid to the pension provider;

     (U)  Payroll Control shall only comprise payroll payments for the current
          payroll period to the extent not yet paid;

     (V)  Accruals Control shall comprise accruals where a service has been
          performed or goods have been supplied or received but no invoice has
          yet been issued or received;

     (W)  Un Gain/loss Contra shall comprise a revaluation of any unpaid foreign
          exchange sales and purchase ledger invoices at current daily exchange
          rates; and

     (X)  Customs & Excise shall comprise the net of input and output VAT and
          any payments made to HMRC.


                                    PAGE 49
<PAGE>

                                   SCHEDULE 5

                                 THE WARRANTIES

                                PART 1 - GENERAL

In this Schedule 'INDEX' means the index of disclosure documents in schedule 2
to the Disclosure Letter.

THE COMPANY

1    The particulars of the Company set out in Schedule 1 are true and accurate.

2    The Company does not have any subsidiary undertaking.

3    The copy of the memorandum and articles of association of the Company
     annexed to the Disclosure Letter is an accurate copy of that document in
     force immediately prior to Completion.

4    The Seller has all necessary power and authority to enter into and perform
     its obligations under this Agreement and all agreements to be entered into
     by the Seller pursuant to this Agreement.

5    The sale of the Shares by the Seller under this Agreement:

     (A)  will not result in a breach of any provision of the memorandum or
          articles of association of the Seller;

     (B)  will not result in a breach of, or constitute a default under, any
          agreement under which the Seller enjoys rights or by which it is
          bound; and

     (C)  will not result in a breach of any order, judgement or decree of any
          court or governmental, administrative or regulatory body or agency to
          which the Seller is party or by which the Seller is bound.


                                    PAGE 50

<PAGE>

THE ACCOUNTS

6    The Accounts comply with the provisions of the Companies Act and have been
     prepared in accordance with the historical cost convention and
     International Financial Reporting Standards (IFRSs) practices and standards
     as adopted by the European Union.

7    The Accounts give a true and fair view of the state of affairs of the
     Company as at the end of the financial year to which they relate and of its
     profit or loss for the period ended on that date.

8    Subject to any changes required as a result of any change in law, UK GAAP
     and/or IFRSs the Accounts have been prepared applying accounting policies,
     consistent in all material respects with those used in the annual audited
     accounts for the previous financial year of the Company unless otherwise
     noted in the relevant Accounts.

MANAGEMENT ACCOUNTS

9    The Management Accounts were prepared in accordance with the principles and
     policies applied in the preparation of the management accounts of the
     Company for the 12 months to 31 December 2005.

10   Having regard to the purpose for which they were prepared and to the level
     of materiality adopted in the preparation thereof, the Management Accounts
     provide a fair view of the overall financial performance and position of
     the Company and are not materially misleading with regard to any material
     item included therein.

CREDITORS

11   Annexed to the Disclosure Letter is a list of the trade creditors of the
     Company as at 30 June 2006 to whom sums in excess of L20,000 each remain
     unpaid at 60 days after invoice.


                                    PAGE 51

<PAGE>

BANK ACCOUNTS

12   The Disclosure Letter contains or has annexed to it the account details of
     all bank accounts of the Company.

ASSETS

13   The tangible assets owned by the Company, together with tangible assets
     held under any lease, finance lease, hire purchase, rental or credit sale
     agreements referred to in the Disclosure Letter, comprise all of the
     material tangible assets necessary for the continuation of the business of
     the Company as carried on at the date of this Agreement.

14   The Company has not granted any lien, option, mortgage or charge (save for
     any lien arising by operation of law or any supplier's retention of title)
     over its assets which remains outstanding; and, in the case of tangible
     assets, all assets of the Company are in the possession or under the
     control of the Company.

15   The Company neither owns, nor has it agreed to acquire, any shares or
     debentures in any other undertaking.

16   All material equipment owned or used by the Company at its premises is in
     reasonable repair and condition subject to fair wear and tear and having
     regard to age and usage.

17   Copies of all outstanding maintenance contracts (to the extent they exist)
     which the Company has relating to material assets and equipment owned or
     used by the Company are annexed to the Disclosure Letter.

SHARES AND DEBENTURES

18   The Shares comprise the whole of the issued and allotted share capital of
     the Company and are legally and beneficially owned by the Seller.

19   The Shares are fully paid up (or credited as fully paid up).


                                    PAGE 52

<PAGE>

20   No person has the right to call for the allotment, sale or transfer of any
     share or debenture of the Company or to convert any securities into shares
     or debentures, or shares or debentures of a different class, of the
     Company.

21   The Company has not at any time purchased its own shares or redeemed or
     forfeited any shares, or agreed to do so, or granted an option whereby it
     might become liable to do so.

22   There is no Encumbrance over any issued or unissued shares in the capital
     of the Company, and there is no subsisting agreement to create any such
     Encumbrance.

BUSINESS

23   The Company has not received written notice of any judgment of any court
     which remains outstanding against the Company.

24   The Company holds the licences, consents, permits and approvals specified
     in the Disclosure Letter and the Company has not received written notice,
     which remains outstanding, that it has failed to comply with any of the
     material terms and conditions of such licences, consents, permits and
     approvals which are to be performed by it or that any of them is liable to
     be cancelled or revoked (save as a result of effluxion of time).

25   Since the Accounting Date -

     (A)  there has been no material adverse change in the financial position or
          business of any of the Company as a whole except as a result of
          factors generally affecting similar businesses;

     (B)  having regard to customary seasonal variations in the business of the
          Company, the business of the Company has in all material respects been
          carried on substantially in the manner it was carried on immediately
          prior to the Accounting Date;


                                    PAGE 53

<PAGE>

     (C)  save as referred to in the Accounts, the Management Accounts or in
          this Agreement no dividend, other distribution (within the meaning of
          section 263(2) of the Companies Act 1985) or repayment of
          inter-company debt (other than trade creditors) has been declared or
          paid by the Company;

     (D)  the Company has not entered into or agreed to enter into any legally
          binding capital commitment exceeding L5,000 other than in the ordinary
          course;

     (E)  the Company has not disposed of, or granted any Encumbrance over, any
          of the fixed assets included in the Accounts;

     (F)  the Company has paid its creditors and debtors in the ordinary course
          and in accordance with past practice and no such payments have been
          made that are in any way unusual, whether in terms of early or last
          payment or otherwise, given the current point in the Company's
          business and financial cycles; and

     (G)  the Company has not made any loan which is outstanding (save to
          employees not exceeding L1,000 in the case of any one employee and
          L10,000 in aggregate) or borrowed any money which has not been repaid
          (except drawings under existing bank facilities or intra-group
          arrangements, details of which facilities and arrangements are
          disclosed by the Disclosure Letter and which are included in the
          consideration adjustment mechanics in Schedule 4 to this Agreement).

26   The Company is not, and has not agreed to become, a member of any
     partnership or joint venture.

27   The Company does not carry on business through any branch, agency or
     permanent establishment outside the United Kingdom.


                                    PAGE 54
<PAGE>

FINANCIAL ARRANGEMENTS

28   Material particulars or copies of relevant documentation are disclosed in,
     or annexed to, the Disclosure Letter (as applicable) of all facilities for
     overdrafts, loans, hedging and other finance made available to the Company.

29   There is not outstanding any factoring agreement in respect of the
     Company's debts.

30   No person is entitled to receive from the Company any finder's fee,
     brokerage or commission in connection with this Agreement or the sale of
     the Shares.

31   The Company is not party to any outstanding guarantee in respect of the
     obligations of any other person including any other member of the Seller's
     Group.

CONTRACTUAL OBLIGATIONS

32   Details and copies (to the extent they exist) of all Material Contracts and
     contracts with members of the Seller's Group have been disclosed in or
     annexed to the Disclosure Letter.

33   So far as the Seller is aware neither it nor any counterparty is in
     material breach of any of the agreements referred to in paragraph 32, and
     the Company has not received written notice from any counterparty alleging
     any such material breach by the Company.

34   There is no subsisting dispute of a material nature between the Company and
     any other person in relation to any of the agreements referred to in
     paragraph 32 above and, so far as the Seller is aware, there are no
     circumstances which might give rise to any such dispute.

35   The Company has not given notice or received any written notice
     terminating, and it is not aware of any intention to terminate, any of the
     agreements referred to in paragraph 32 above.


                                     PAGE 55

<PAGE>

36   The Company is not a party to any subsisting agreement:

     (A)  which is not in the ordinary course of business or which is not on
          arm's length terms;

     (B)  which cannot be terminated by the Company on 3 months' notice or less
          without compensation.

37   The Company is not a party to any agreement pursuant to which the Company
     has disposed of any shares or business and remains subject to any actual or
     contingent liability.

POWERS OF ATTORNEY AND AUTHORITIES

38   There are no subsisting powers of attorney given by the Company.

GUARANTEES

39   The Disclosure Letter contains details of all outstanding guarantees given
     by or for the benefit of the Company.

EFFECT OF AGREEMENT

40   The sale of the Shares to the Buyer does not constitute a breach or default
     under any provision of any Material Contract and does not entitle, in
     accordance with its terms, any party to a Material Contract under which the
     Company enjoys rights or by which it is bound to be released in accordance
     with the terms of that contract from any of that party's contractual
     obligations.

OFFICERS AND EMPLOYEES

41   Materially complete and accurate particulars are disclosed by the
     Disclosure Letter of the names, dates of birth, commencement of employment,
     engagement or appointment to office and notice periods of all of the
     individuals employed or engaged by the Company (whether under a contract of
     service or otherwise) (the


                                     PAGE 56

<PAGE>

     'EMPLOYEES') and of the salary and other benefits paid or provided by the
     Company to the Employees.

42   The Company is not a party to any agreement for profit sharing or for the
     payment to its employees of bonuses.

43   The Company has not during the financial year ending on the Accounting Date
     and since the Accounting Date or (where employment or engagement or holding
     of office commenced after the beginning of that period) since the
     commencement date of employment or engagement or holding of office:

     (A)  changed, or agreed to change, the terms of its employment or
          engagement of any person who was employed by the Company on the
          Accounting Date and entitled to remuneration at a rate in excess of
          L50,000 per annum; or

     (B)  agreed any general increase in wages or wage rates.

44   No present employee of the Company has given or received notice of
     termination of his employment which has not yet expired or, so far as the
     Seller is aware, is likely to terminate his employment or engagement as a
     result of the sale of the Shares to the Buyer.

45   Materially complete and accurate particulars of trade unions recognised by
     the Company and collective bargaining arrangements to which the Company is
     party are referred to in the Disclosure Letter. There are no other
     agreements or arrangements between the Company and any trade union or other
     body representing employees, nor has the Company done any act which may be
     construed as recognition of any a trade union or other body, nor have any
     requests for recognition or arrangements for collective information and
     consultation whether under Schedule A1 of the Trade Union and Labour
     Relations (Consolidation) Act 1992 as amended, the Information and
     Consultation of Employees Regulations 2004 or otherwise, been received by
     the Company, nor are there any works councils, staff associations,
     pre-existing


                                     PAGE 57

<PAGE>

     agreements, negotiated agreements and/or other arrangements with employee
     representatives in place.

46   The Company is not, nor has it been in the last 12 months, involved in any
     strike or lock-out or any industrial dispute with any trade union or other
     body representing any employees.

47   There are no subsisting agreements for the provision by any person of
     consultancy services or other services of personnel of or to the Company
     and there are no secondment arrangements from or to the Company in place.

48   Copies of (1) the service agreements for each of the Directors and (2) the
     contracts of employment for each of the managers and (3) all forms of
     standard contracts and agreements for Employees are annexed to the
     Disclosure Letter.

49   Materially full details of all benefits and other arrangements (whether
     contractual or discretionary) offered to the Employees or workers of, or
     persons engaged by, the Company, including without limitation copies of
     employee handbooks and policies and copies of standard contracts are
     annexed to the Disclosure Letter.

50   The Disclosure Letter contains complete and accurate details of any
     outstanding offer of employment or engagement made to any individual by the
     Company, and no individual has accepted an offer of employment or
     engagement by the Company who has not yet started his employment or
     engagement.

51   In relation to each of the Employees (and so far as relevant to each
     individual formerly employed or engaged by the Company) the Company has:

     (A)  maintained adequate and suitable records regarding the service of each
          of its employees and workers including (without limitation) records of
          working time;


                                     PAGE 58

<PAGE>

     (B)  complied in all material respects with all collective agreements for
          the time being dealing with relations with or the conditions or
          services of its employees and workers; and

     (C)  complied with all relevant orders and awards made under any applicable
          legislation affecting the conditions of service of its employees and
          workers.

52   The Company has complied with all relevant recommendations made by the
     Advisory Conciliation and Arbitration Service and with all relevant awards
     and declarations made by the Central Arbitration Committee.

53   So far as the Seller is aware, no person now or previously employed or
     engaged by the Company has a right to return to work (whether for reasons
     connected with maternity leave, absence by reason of illness or incapacity
     or otherwise) or a right to be reinstated or re-engaged by the Company.

54   There is no agreement, arrangement, scheme, policy of insurance or legal
     obligation for the payment of any pensions, allowances, lump sums or other
     like benefits on retirement or on death or during periods of sickness or
     disablement for the benefit of any of the Company's employees or
     individuals formerly employed or engaged by the Company for the benefit of
     dependants of such individuals, save as disclosed in the Disclosure Letter.

55   There are no terms of employment or engagement for any person employed or
     engaged by the Company which provide that a change in control of the
     Company (however change of control may be defined, if at all) shall entitle
     the employee or worker to treat the change of control as amounting to a
     breach of contract or entitling him to any payment or benefit whatsoever or
     entitling him to treat himself as redundant or otherwise dismissed or
     released from any obligation.

56   The Company has no obligation to make any payment on redundancy in excess
     of the statutory redundancy payment, and the Company has not operated any
     discretionary practice of making any such excess payments.


                                     PAGE 59

<PAGE>

57   No employee of the Company is subject to a current disciplinary warning,
     proceeding or procedure.

58   So far as the Seller is aware no employee of the Company is bound by any
     restrictive covenant (whether legally binding or not) imposed by any
     previous employer.

59   No act or omission by the Company in relation to any individual who is
     employed or engaged by the Company or their trade union or worker
     representatives has given rise to a successful claim against the Company or
     the Buyer.

60   There are no schemes in operation by or in relation to the Company under
     which any employee of the Company is entitled to any remuneration
     calculated by reference to the whole or part of the turnover, profits or
     sales of the Company or to any other form of bonus or commission.

61   The Company does not operate any approved share option scheme, share
     incentive scheme, approved profit sharing scheme, enterprise management
     incentive scheme, employee share ownership plan, savings related share
     option scheme or unapproved share scheme under which share benefits are
     provided, in respect of any person employed or engaged, or formerly
     employed or engaged, by the Company. No other company provides any such
     scheme or plan in respect of the Company's employees.

62   No contract of service or contract for services exists between the Company
     and any of its directors or employees in relation to which any relevant
     requirements of section 319 Companies Act 1985 have not been fulfilled.

63   No person, who is not either an employee or a director, whether in the
     United Kingdom or elsewhere, has formal or informal authority to negotiate
     or conclude the sale or purchase of goods or services on behalf of the
     Company, and no such person has any right to any indemnity or compensation
     whatsoever upon termination of any arrangement in connection with the
     Company.


                                     PAGE 60

<PAGE>

64   The Company is not bound or accustomed to pay any monies other than in
     respect of:

     (A)  remuneration or emoluments of employment or pension benefits to or for
          the benefit of any individual employed or engaged by the Company; or

     (B)  the reimbursement of expenses properly incurred during the course of
          such an individual's employment or engagement with the Company.

65   So far as the Seller is aware, no amounts due to or in respect of any past
     or present employee of the Company (including all taxes, National Insurance
     contributions and pensions contributions and any other levies) are in
     arrears or unpaid in breach of any statutory or contractual obligation owed
     by the Company to such employee.

66   So far as the Seller is aware, no proposal, assurance or commitment has
     been communicated to any employee of the Company regarding any change to
     his terms of employment or engagement or working conditions or regarding
     the continuance, introduction, increase or improvement of any benefit or
     any discretionary arrangement. No negotiations have commenced in the 12
     months prior to the date of this Agreement.

67   All subsisting contracts of service and all contracts for services with any
     individual to which the Company is a party are determinable on three
     months' notice or less without giving rise to a claim for damages or
     compensation, other than a statutory redundancy payment or statutory
     compensation for unfair dismissal.

68   The Company is not involved in any industrial dispute and the Seller is not
     aware that any industrial dispute involving the Company or any of the
     persons employed or engaged by the Company has been threatened and does not
     anticipate that any of the provisions of this Agreement including (without
     limitation) the identity of the Buyer will lead to any such industrial
     dispute.


                                    PAGE 61

<PAGE>

69   So far as the Seller is aware, the Company has not received written notice
     of any outstanding or threatened legal proceeding or grievance against the
     Company by any person who is now or has been employed or engaged by, or an
     officer of, the Company, or of any outstanding or threatened legal
     proceedings between the Company and a material number or class of its
     employees and there are no circumstances which the Seller anticipates will
     give rise to any such legal proceeding or grievance.

70   No enquiry into or investigation of the Company is pending or has been made
     or threatened by the Commission for Racial Equality, the Equal
     Opportunities Commission, any health and safety enforcement body or any
     other similar authority, there are no circumstances which the seller
     anticipates will give rise to any such enquiry or investigation.

71   During the year ending on the date of this Agreement, the Company has not:

     (A)  given nor been required by statute to give notice of any redundancies
          to the relevant Secretary of State; nor

     (B)  undertaken consultation with any trade union or employee
          representatives nor failed to comply with any obligation under Chapter
          II, Part IV of the Trade Union and Labour Relations (Consolidation)
          Act 1992.

72   So far as the Seller is aware, no employee, worker or officer of the
     Company has alleged in writing that he has made a protected disclosure
     under section 43A of the Employment Rights Act 1996 and the Seller does not
     anticipate any such protected disclosure being made.

73   So far as the Seller is aware, no employee of the Company is suffering from
     a condition which impairs his ability to perform his duties or which
     requires any adjustment within the work place pursuant to section 4A of the
     Disability Discrimination Act 1995.


                                    PAGE 62

<PAGE>

74   There is no requirement for a work permit in relation to any employee of
     the Company, and so far as the Seller is aware the provisions of the Asylum
     and Immigration Act 1996 have been complied with in all material respects
     in respect of every employee of the Company.

75   The Company has not made any loan or advance, or provided any other form of
     financial assistance which remains unpaid or is still outstanding, to any
     past or present employee.

76   The Company has adequate employer's liability and public liability
     insurance cover having regard to the activities carried out by it. No
     claims have been made or are contemplated under such insurance policies.

77   The Company has not received any written notice or complaint from any
     employee of the Company in respect of any breach of the Health and Safety
     at Work Act 1974 or the Management of Health and Safety at Work Regulations
     1999.

INSURANCE

78   The Marsh 2005 Summary of Insurances referred to at document J7 in the
     Index provides an outline of the Rank Group Plc's insurance programme. The
     policies referred to in that summary, together with the policies referred
     to at J4 (trade credit insurance) and H41 (permanent health insurance
     scheme) in the Index comprise the insurances of the Company in force
     immediately prior to Completion ('THE INSURANCES').

79   All premiums due on the subsisting Insurances of the Company have been duly
     paid and so far as the Seller is aware (1) all other conditions of those
     policies have been performed and observed, and (2) no policy is void.

80   The Disclosure Letter contains a summary at document J9 in the Index of all
     insurance claims made by the Company during the period of two years ending
     on the date of this Agreement, and so far as the Seller is aware there are
     no circumstances


                                     PAGE 63

<PAGE>

     which have occurred and which entitle the Company to make such a claim
     (which claim has not been made) or which require under any of the
     Insurances to be notified to the Company's insurers (and which have not
     been notified).

LEGAL PROCEEDINGS AND COMPLIANCE

81   So far as the Seller is aware, the Company is not engaged or involved in -

     (A)  any outstanding litigation, prosecution, arbitration or other legal
          proceedings (whether as plaintiff, defendant or third party), except
          for normal debt collection;

     (B)  any outstanding proceedings or enquiries before any employment
          tribunal;

     (C)  any outstanding dispute with H.M. Revenue & Customs; or

     (D)  any outstanding industrial dispute, action or matter which has been
          referred to ACAS or any other alternative dispute resolution body for
          conciliation or arbitration.

82   So far as the Seller is aware, there are no dispute resolution processes,
     proceedings and other processes or disputes such as are referred to in
     paragraph 81 pending or threatened by or against the Company.

83   So far as the Seller is aware, neither the Company nor any of its officers
     (during the course of their duties) has since 21st July 2003 done or
     omitted to do any act or thing which is in material contravention of any
     legislation in the United Kingdom to which the Company is subject which
     would have a material and adverse effect on the Company's business.

84   So far as the Seller is aware, the Company is not, nor has it been since
     21st July 2003, a party to or concerned in any agreement, concerted
     practice or course of conduct which in whole or part infringes in any
     material respect the competition or anti-trust law of England and Wales.


                                     PAGE 64

<PAGE>

85   So far as the Seller is aware, the licences referred to in Warranty 24 are
     in full force and effect and so far as the Sellers are aware no event has
     occurred which is likely to prejudice any such licences in a manner which
     would have a material and adverse effect on the Company's business.

DATA PROTECTION

86   In this paragraph, 'PERSONAL DATA' has the meaning given to it in the Data
     Protection Act 1998.

87   So far as the Seller is aware, the Company is, and has since 21st July 2003
     been, in material compliance with all relevant requirements of -

     (A)  the Data Protection Act 1998; and

     (B)  the Privacy and Electronic Communications (EC Directive) Regulations
          2003.

88   The Company is duly registered as a data controller under the Data
     Protection Act 1998 for all purposes for which registration is required in
     respect of the processing of Personal Data by or on behalf of the Company.

INSOLVENCY

89   No order has been made or resolution passed for the winding up of the
     Company and, so far as the Seller is aware, there is not outstanding -

     (A)  any petition or order for the winding up of the Company;

     (B)  any receivership of the whole or any part of the undertaking or assets
          of the Company;

     (C)  any petition or order for the administration of the Company; or

     (D)  any voluntary arrangement between the Company and any of its
          creditors.


                                     PAGE 65

<PAGE>

RECORDS AND DATA

90   The accounting records and all other records of the Company are kept in its
     possession or under its control.

91   The register of members is in the possession and ownership or under the
     control of the Company, has been properly kept and is accurate and up to
     date in all material respects.

92   All returns, particulars, resolutions and other documents required to be
     given or delivered by the Company to the registrar of companies after 21st
     July 2003, have so far as the Seller is aware been correctly made up in all
     material respects and duly given or delivered.

                                PART 2 - PENSIONS

CURRENT PENSION ARRANGEMENTS

93   Except for the schemes described at 93 of the Disclosure Letter (the
     'PENSION SCHEMES'), the Company is not a party to nor participates in or
     contributes to any scheme, agreement or arrangement (whether legally
     enforceable or not) for the provision of any pension, retirement, death,
     incapacity, sickness, disability, accident or other like benefits
     (including the payment after leaving employment of the Company of medical
     expenses) for any employee, director, former employee or former director of
     the Company (each a 'RELEVANT EMPLOYEE') or for the widow, widower, child
     or dependant of any Relevant Employee and the Company will not enter into
     any such arrangement before Completion.

COMMUNICATIONS AND EX GRATIA PENSIONS

94   The Company:

     (A)  has not given any undertaking or assurance (whether legally
          enforceable or not) as to the continuance, introduction, improvement
          or increase of any


                                     PAGE 66

<PAGE>

          benefit of a kind described in paragraph 93 above or as to the rights
          of any person to receive such benefits, or

     (B)  is paying or has in the last two years paid any such benefit

          to (in either case) any Relevant Employee or any widow, widower, child
          or dependant of any Relevant Employee.

OLD DEFINED BENEFIT ARRANGEMENTS

95   So far as the Seller is aware, the Company has not in the six years before
     the date of this Agreement participated in or been a participating employer
     of any defined benefit arrangement except where there is no liability
     (actual, prospective or contingent) for the Company in respect of that
     arrangement. Where 'DEFINED BENEFIT ARRANGEMENT' means a scheme, agreement
     or arrangement under which the amount or some or all of the benefits (other
     than, for the avoidance of doubt, lump sum death in service benefits)
     payable to or in respect of a member of the scheme, agreement or
     arrangement is calculated in accordance with a formula which takes account
     of the service of the member to retirement, death or withdrawal and the
     remuneration of the member at or close to his retirement, death or
     withdrawal.

TUPE TRANSACTIONS

96   So far as the Seller is aware, no person is entitled to any enhanced terms
     as to the payment of pension or retirement benefits (whether under the
     Pension Schemes or otherwise) if he takes early retirement or is made
     redundant (or as a result of having taken early retirement or being made
     redundant) or otherwise that have passed to the Company or to any business
     previously acquired by the Company by the operation of the Transfer of
     Undertakings (Protection of Employment) Regulations 1981.

DISPUTES

97   The Company is not engaged or involved in any proceedings which relate to
     or are in connection with the Pension Schemes or the benefits thereunder
     and no such


                                    PAGE 67

<PAGE>

     proceedings are pending or threatened and so far as the Seller is aware
     there are no facts likely to give rise to any such proceedings. In this
     paragraph, 'PROCEEDINGS' includes any litigation or arbitration and also
     includes any investigation or determination by the Pensions Ombudsman, the
     Pensions Regulator, the Occupational Pension Advisory Service or the
     Occupational Pensions Regulatory Authority or any complaint under any
     internal dispute resolution procedure established in connection with the
     Pension Schemes.

REGISTERED SCHEME

98   So far as the Seller is aware each Pension Scheme is a registered pension
     scheme (within the meaning of part 4 Finance Act 2004) and so far as the
     Seller is aware there is no reason why such registration might be withdrawn
     or might cease to apply.

MONEY PURCHASE BENEFITS

99   Other than death in service benefits, all pension benefits payable on the
     death or retirement of a member of the Pension Schemes are money purchase
     benefits within the definition of the term in section 181 of the Pension
     Schemes Act 1993 and are not guaranteed in relation to a proportion of
     remuneration and no assurance, promise or guarantee (whether written or
     oral) has been given by the Company to any employee of the Company of any
     particular level or amount of benefit payable to or in respect of him on
     retirement, death or leaving service.

DOCUMENTS DISCLOSED

100  All material details (including details on the rate and basis for the
     employer contributions) relating to the Pension Schemes are contained in or
     annexed to the Disclosure Letter. Such details give the Buyer a true and
     fair view of the Company's liabilities and responsibilities under the
     Pension Schemes.


                                     PAGE 68

<PAGE>

LEGAL COMPLIANCE

101  So far as the Seller is aware each Pension Scheme has at all times been
     administered in all material respects in accordance with the trusts powers
     and provisions of its governing documentation and has been administered in
     accordance with and complies with all applicable legislation and the
     general requirements of trust law and other applicable laws regulations or
     requirements (including those of the Board of HM Revenue & Customs
     (formerly the Inland Revenue)).

PAYMENT ARRANGEMENT

102  The Company has complied with its obligations under section 111A of the
     1993 Act and the Personal Pension Schemes (Payments by Employers)
     Regulations 2000.

ACCESS TO MEMBERSHIP

103  Every person who has at any time been entitled to join or apply to join the
     Pension Scheme has been invited to do so as of the date on which he became
     so entitled having been informed in writing of his rights in this regard,
     and no person has been excluded from membership of the Pension Scheme or
     from any benefits thereunder in contravention of any UK or European
     Community legislation or any other applicable legislation in particular,
     but not limited to:

     (A)  sections 62 to 66 of Pensions Act 1995;

     (B)  Article 141 of the Treaty of Rome;

     (C)  the Part-Time Workers (Prevention of Less Favourable Treatment)
          Regulations (SI 2000/1551); and

     (D)  the Fixed-Term Employees (Prevention of Less Favourable Treatment)
          Regulations 2002 (SI 2002/2034).


                                    PAGE 69

<PAGE>

STAKEHOLDER PENSION

104  The Company has no obligation to facilitate access to a stakeholder pension
     scheme under section 3 of the Welfare Reform and Pensions Act 1999.

CONTRIBUTION NOTICE

105  The Company is not subject to a contribution notice or financial support
     direction and so far as the Seller is aware no facts or circumstances exist
     under which the Pensions Regulator could impose one.

STATUTORY DEBT

106  The Company is not indebted to the trustees of a pension scheme pursuant to
     section 75 to 75A Pensions Act 1995.

                           PART 3 - THE REAL PROPERTY

107  The properties listed in Schedule 2 are the only properties owned or
     occupied by the Company.

108  Each property comprised within the Real Property is occupied by the
     Company.

109  The information about the Real Property set out in Schedule 2 is correct
     and accurate in all material respects.

110  All material deeds and documents necessary to prove the title of the
     Company to the Real Property are in the possession of or under the control
     of the Company. .

111  The Company's interest in the Real Property is free from any mortgage,
     debenture or charge (whether specific or floating, legal or equitable)
     securing the repayment of monies. The Real Property is not subject to
     outgoings other than business rates, water rates, and insurance premiums,
     rent and service charge and any other sums payable under the leases listed
     in Schedule 2.


                                     PAGE 70

<PAGE>

112  So far as the Seller is aware, the existing use of the Real Property is a
     permitted use for the purposes of the Planning Acts, as defined in section
     336 of the Town and Country Planning Act 1990.

113  The Company has paid the rents payable under the leases listed in Schedule
     2 (so that there are no arrears) and no written notice alleging any breach
     of the covenants on the part of the tenant contained in the leases listed
     in Schedule 2 remains outstanding.

114  The Company does not have any continuing liability in respect of any other
     property formerly owned or occupied by the Company either as original
     contracting party or by virtue of any direct covenant given on a sale or
     assignment to the Company as a guarantor of the obligations of any other
     person in relation to such property.

115  The written replies given by the Seller's Solicitors to the written
     enquiries before contract raised by the Buyer's Solicitors relating to the
     Real Property are true, complete and accurate in all material respects.

                                  PART 4 - TAX

PAYMENTS OF TAX

116  The Company:

     (A)  has duly and punctually paid all Tax which it has become liable to
          pay;

     (B)  has duly deducted, withheld or collected for payment (as appropriate)
          all Tax due to have been deducted, withheld or collected for payment
          and has accounted for or paid all such Tax to the relevant Tax
          Authority; and

     (C)  is not, and has not at any time within the last seven years been,
          liable to pay any interest, penalty or surcharge in respect of any
          unpaid Tax or as a result of a default in respect of any Tax matter or
          has otherwise been subject to the operation of any penal provision
          under any enactment relating to Tax.


                                     PAGE 71

<PAGE>

TAX RETURNS

117  All returns, computations, information, accounts and notices which are or
     have been required to be made or given by the Company for any Tax purposes
     have been made or given both within the requisite periods and on a proper
     basis and were when made and remain true and accurate and none of them is,
     or so far as the Warrantors are aware is likely to be, the subject of any
     enquiry, query or dispute with H.M. Revenue and Customs or other Tax
     Authority.

COMPLIANCE

118  The Company has complied at all times in accordance with normal commercial
     practice with all statutory requirements, regulations, notices, orders,
     directions and conditions relating to all relevant Taxes, including the
     terms of any agreement made with H.M. Revenue and Customs. The Company has
     obtained, maintained and preserved complete, accurate and up to date
     records as required for all Tax purposes.

TAX RECORDS

119  The Company has all necessary records to calculate any Tax liability or
     Relief or to otherwise determine the Tax consequences that would arise on
     the disposal or on the realisation of each asset owned by it at the
     Accounting Date, or acquired since the Accounting Date but before
     Completion.

TAX DISPUTES

120  The Company is not, nor has it been at any time within the last seven
     years, involved in any dispute with or investigation, audit or discovery by
     any Tax Authority or any enquiry into any Tax return, computation,
     information, accounts or notice and so far as the Warrantors are aware no
     such dispute, investigation, audit, discovery or enquiry is pending,
     planned, threatened or likely to arise.


                                     PAGE 72

<PAGE>

PROVISIONS IN ACCOUNTS

121  The provisions or reserve for Tax appearing in the Accounts are sufficient
     (on the basis of the rates of Tax current at the date of this Agreement) to
     cover all Tax for which the Company was at the Accounting Date, or may
     after that date become, liable to pay or account in respect of any period
     ended on or before the Accounting Date.

122  Proper provision has been made and shown in the Accounts for deferred
     taxation in accordance with generally accepted accounting principles
     including, where relevant, International Accounting Standards and no
     transfer from or reduction in the deferred tax account or any other reserve
     in respect of deferred tax has been made or will be made by the Company on
     or before Completion.

POSITION SINCE THE ACCOUNTING DATE

123  In respect of the period starting immediately after the Accounting Date,
     the Company has no liabilities for Tax other than:

     (A)  corporation tax payable in respect of normal trading profits;

     (B)  income tax payable pursuant to PAYE and national insurance
          contributions, in each case, payable in respect of amounts that the
          Company is contractually obliged to pay to its employees and
          directors; and

     (C)  VAT on supplies of goods and services made by the Company in the
          ordinary course of its business.

124  No accounting period of the Company for corporation tax purposes has ended,
     and the Company has not made any distribution since the Accounting Date.

125  No liability to Tax (other than VAT) would arise if the Company were to
     dispose of an asset acquired since the Accounting Date for a consideration
     equal to that actually given for the acquisition.


                                     PAGE 73

<PAGE>

SECONDARY LIABILITIES

126  The Company is not, nor so far as the Warrantors are aware is it likely to
     become, liable to pay, or make reimbursement or give an indemnity in
     respect of, any Tax (or amounts corresponding to Tax) in consequence of the
     failure by any other person to discharge that Tax within any specified
     period or otherwise including without limitation liability under sections
     767A, 767AA and 777(8) ICTA, sections 189, 190 and 191 TCGA, section 96
     Finance Act 1990 and paragraph 68 of schedule 29 Finance Act 2002, where
     that Tax relates to a profit, income or gain, transaction, event, omission
     or circumstance arising, occurring or deemed to arise or occur on or before
     the date of this Agreement.

SPECIAL ARRANGEMENTS

127  No Tax Authority has agreed to operate any special arrangement (being an
     arrangement not based on a strict and detailed application of the relevant
     legislation) in relation to the affairs of the Company, the Company has not
     taken any action which would or might alter, prejudice or in any way
     disturb any arrangement or agreement which it has negotiated with any Tax
     Authority nor will any transaction carried out pursuant to this Agreement
     have such an effect.

ENTITLEMENTS TO APPEAL

128  The Disclosure Letter contains full details of all matters relating to Tax
     in respect of which the Company (either alone or jointly with any other
     person) has, or at Completion will have, an entitlement to make any appeal
     against an assessment to or determination affecting Tax, or to make any
     application for the postponement of Tax.

CLEARANCES AND CONSENTS

129  All clearances and consents obtained by the Company from any Tax Authority
     have been fully disclosed in the Disclosure Letter and were based on full
     and accurate disclosure of all the facts and circumstances material to the
     decision of the Tax Authority. The Company has complied in all respects
     with any conditions to which


                                     PAGE 74

<PAGE>

     any such consents or clearances are subject and has not taken any action
     which might alter, prejudice or in any way disturb any such consent or
     clearance nor will anything done pursuant to this Agreement have such an
     effect.

CLOSE COMPANIES

130  The Company is not, nor has been, so far as the Seller is aware, at any
     time during the seven years ended on the Accounting Date, a close company
     or a close investment-holding company as defined in section 13A ICTA.

INHERITANCE TAX

131  The Company is not liable, nor is it aware of any circumstances in
     existence as a result of which it may become liable, to be assessed to
     inheritance tax or any other Taxation as donor or donee of any gift, or
     transferor or transferee of value and there are so far as the Seller is
     aware no other circumstances by reason of which any liability in respect of
     inheritance tax has arisen or could arise for the Company or any charge in
     relation to unpaid inheritance tax has arisen or could arise in respect of
     the assets of the Company or the Share.

RESIDENCE AND PRESENCE OUTSIDE THE UK

132  The Company is, and so far as the Seller is aware always has been and will
     be at Completion resident in the United Kingdom for Tax purposes. The
     Company is not, so far as the Seller is aware never has been and will not
     be at Completion resident for any purpose in any other jurisdiction and
     does not have, so far as the Seller is aware has never had and will not
     have at Completion any branch, office, permanent establishment or other
     taxable presence in any other jurisdiction.

CONDITIONAL AND CONVERTIBLE SHARES

133  The Share is neither a conditional share nor a convertible share within the
     provisions of sections 140A to 140D ICTA.


                                     PAGE 75
<PAGE>

EMPLOYMENT RELATED SECURITIES

134  No employment related securities (as defined in section 421B(8) ITEPA) or
     securities options (as defined in section 471 ITEPA) in relation to which
     the Company is, has been or will be the employer (as defined in section
     421B(8) ITEPA) have been acquired by any person since 15 April 2003.

EMPLOYER'S NATIONAL INSURANCE ELECTIONS

135  The Company has not made any joint elections to transfer the liability for
     employer's secondary Class 1 national insurance contributions pursuant to
     section 4(4)(a) Social Security Contributions and Benefits Act 1992 onto
     the employee.

CAPITAL ALLOWANCES

136  All capital expenditure incurred or to be incurred by the Company prior to
     Completion has qualified and continues to qualify for capital allowances
     and full disclosure has been made in the Disclosure Letter of all
     allowances made to the Company and the book value of each of the assets of
     the Company in or adopted for the purposes of the Accounts does not exceed
     the written down value of such asset for the purposes of the Capital
     Allowances Act 2001 ("CAA") or where the assets form a pool for the
     purposes of the CAA does not exceed the pool of qualifying expenditure.

ROLLOVER RELIEF

137  The expenditure allowable as a deduction for the purposes of the
     computation of any chargeable gain or allowable loss attributable to any
     asset of the Company for the purposes of corporation tax on chargeable
     gains is (ignoring indexation) not less than the value of that asset as
     shown in the Accounts.

HOLD-OVER RELIEF

138  There are set out in the Disclosure Letter full details of any held-over
     gains within section 152 TCGA.


                                     PAGE 76

<PAGE>

DEGROUPING CHARGES

139  Neither the signing of this Agreement nor the sale of the Share to the
     Buyer nor any other event since the Accounting Date will result in any
     profit or gain being deemed to accrue to the Company for Tax purposes,
     whether pursuant to section 179 TCGA, paragraph 58 of schedule 29 Finance
     Act 2002 (Degrouping) or otherwise and the Company does not own any asset
     in respect of which any such liability may arise in the future.

GROUPS

140  No tax is or may become payable by the Company pursuant to section 190 TCGA
     in respect of any chargeable gain accrued before the date of this
     Agreement, and the Company has not at any time within the period of six
     years ending on the date of this Agreement transferred any assets other
     than trading stock to any company which at the time of disposal was a
     member of the same group (as defined in section 170 TCGA).

141  All claims by the Company for group relief were when made, and so far as
     the Seller is aware are now, valid and have been, or so far as the Seller
     is aware will be, allowed by way of relief from corporation tax.

142  The Company has received and/or paid all payments due to it and/or due from
     it under any arrangement or agreement made by it for the surrender of group
     relief.

143  No notice has been given under section 102(2) Finance Act 1989 (surrender
     of company tax refund within group) by the Company.

144  The Company has made all the necessary elections pursuant to section 171A
     TCGA (notional transfers within a group) and the Disclosure Letter contains
     particulars of all such elections made under section 171A TCGA.


                                     PAGE 77

<PAGE>

TRANSFER PRICING

145  No transactions or arrangements involving the Company have taken place or
     are in existence which are such that the provisions of section 770, 770A or
     schedule 28AA ICTA or equivalent legislation or legal principles in any
     other jurisdiction have been or could be applied thereto. The Company is
     not nor has it been, involved in any correspondence, enquiry or dispute in
     any jurisdiction concerning the adjustment of profits of associated
     enterprises for taxation purposes.

STAMP DUTY

146  All documents in the possession of the Company or to the production of
     which it is entitled and which attract stamp or transfer duty in the United
     Kingdom or elsewhere have been properly stamped. The Company does not own
     any interest in UK land or buildings which is evidenced by an uncompleted
     contract.

STAMP DUTY LAND TAX

147  The Company has paid all stamp duty land tax which it is liable to pay and
     has made all land transaction returns it is obliged to make within 30 days
     of the effective date of the transaction.

STAMP TAXES - GROUPS

148  The Company has not made any claim for relief or exemption under section 42
     Finance Act 1930, section 76 Finance Act 1986, section 151 Finance Act 1995
     or stamp duty land tax under schedule 7 Finance Act 2003 in respect of any
     interest in UK land or buildings which was transferred or granted to it at
     any time within the last six years.

TAX AVOIDANCE

149  The Company has not entered into any transaction or series of transactions,
     scheme or arrangement of which the main purpose, or one of the main
     purposes, was the


                                     PAGE 78

<PAGE>

     avoidance or reduction of a Taxation liability on the part of the
     Company or for which there was no commercial purpose.

INTANGIBLE ASSETS

150  No debits or credits would arise for the Company pursuant to schedule 29
     Finance Act 2002 if any intangible fixed asset of the Company was disposed
     of for a consideration equal to the book value shown in or adopted for the
     purpose of the Accounts.

VAT

151  The Company is a taxable person registered for the purposes of VAT and its
     registration is not subject to any conditions imposed by or agreed with HM
     Revenue & Customs.

152  The Company:

     (A)  has not agreed any special method of attributing, accounting or
          otherwise in relation to VAT with H.M. Revenue & Customs;

     (B)  does not own any capital items which are subject to Part XV of the
          Value Added Tax (General) Regulations 1995; and

     (C)  does not own any land or buildings (including any interest in or right
          over any land or buildings) in respect of which it or a relevant
          associate (within the meaning of paragraph 3(7) of Schedule 10 to
          VATA) of it has made an election to waive exemption pursuant to
          paragraph 2 Schedule 10 VATA.

NON UK TAXES

153  Paragraphs 1 to 33 above shall apply mutatis mutandis in relation to Tax
     outside the United Kingdom and accordingly any reference in those
     paragraphs to any form of Tax or Relief or any statutory provision relating
     to Tax in the United Kingdom shall be deemed to include a reference to the
     equivalent or substantially equivalent form of


                                     PAGE 79

<PAGE>

     Tax or Relief or statutory provision relating to Tax in any other relevant
     taxing jurisdiction.

154  Neither the Seller nor any member of the Seller's group has 'checked the
     box' for the purposes of United States income tax.

                             PART 5 - ENVIRONMENTAL

DEFINITIONS

<TABLE>
<S>                        <C>
'ENVIRONMENTAL LICENCES'   means any permit, licence, authorisation, consent or
                           other approval required by any Environmental Law at
                           the date of this Agreement for the operation of the
                           business as carried on by the Company at the Real
                           Property;

'HAZARDOUS MATERIAL'       means any waste, effluent, pollutant, contaminant or
                           other substance which alone or in combination with
                           others is capable of causing harm or damage to the
                           Environment.
</TABLE>

155  The Company holds and is in compliance in all material respects with all
     Environmental Licences which are necessary for the purpose of carrying on
     its business as carried on at the date of this Agreement and all such
     Environmental Licences are in full force and effect.

156  Neither the Company nor any of its officers, agents or employees (during
     the course of their duties) has done or omitted to do any act or thing
     which contravenes to a material extent Environmental Law and the Company
     has not received any written notice which is outstanding at the date of
     this Agreement stating that a breach of Environmental Law has occurred.

157  The Company has not received any written notification, nor is it aware that
     any such notification is likely to be issued prior to Completion, that any
     material Environmental Licence (other than those already obtained by the
     Company) will be required under


                                     PAGE 80

<PAGE>

     Environmental Law within six months from the date of this Agreement to
     enable the Company to continue its business as at present carried on.

158  No application by the Company for, or to surrender, transfer or vary the
     terms of, any Environmental Licence is pending or has been refused for any
     reason.

159  So far as the Seller is aware, there has not been any release of any
     Hazardous Material on the Real Property or on any other property or into
     the Environment as a result of any act or omission of the Company.

                         PART 6 - INTELLECTUAL PROPERTY

DEFINITIONS

<TABLE>
<S>                               <C>
'BUSINESS INTELLECTUAL            means the Intellectual Property which prior to
PROPERTY'                         Completion is used in connection with the
                                  business of the Company;

'INTELLECTUAL PROPERTY'           means all intellectual property rights,
                                  including (without limitation) patents,
                                  supplementary protection certificates, petty
                                  patents, utility models, Trade Marks, database
                                  rights, rights in designs, copyrights and
                                  topography rights (whether or not any of these
                                  rights are registered, and including
                                  applications and the right to apply for
                                  registration of any such rights) and all
                                  inventions, know-how, trade secrets,
                                  techniques and confidential information,
                                  customer and supplier lists and other
                                  proprietary knowledge and information, and all
                                  rights and forms of protection of a similar
                                  nature or having equivalent or similar effect
                                  to any of these which may subsist anywhere in
                                  the world, in each case for their full term,
                                  and together with any renewals or extensions
                                  but in all cases excluding all and any rights
                                  in or to use computer software;

'LICENCE'                         means any licence, permission or consent in
                                  respect of the use of any Intellectual
                                  Property (including any unwritten and/or
                                  informal licensing arrangement); and
</TABLE>


                                     PAGE 81

<PAGE>

<TABLE>
<S>                               <C>
'TRADE MARKS'                     means those business names, domain names,
                                  registered and unregistered trade marks and
                                  applications for registration of any of the
                                  foregoing.
</TABLE>

OWNERSHIP

160  The Company is either the sole legal and beneficial owner of the Business
     Intellectual Property, or the Company has a valid Licence to use all
     Business Intellectual Property which it uses and material particulars or
     copies of all such Licences are disclosed in or attached to the Disclosure
     Letter.

161  The sale of the Shares to the Buyer does not constitute a default under the
     provisions of any Licence under which the Company enjoys rights or by which
     it is legally bound and does not entitle, in accordance with its terms, any
     party to any such Licence to be released in accordance with the terms of
     that licence from any of that party's contractual obligations

162  The only names used by the Company as business names under which it carries
     on its business are the Business Names and its corporate name.

163  The Company has not registered in its name any Trade Marks or other
     Intellectual Property and there are no outstanding applications on the part
     of the Company to register the same.

LICENCES

164  Save for licences (express or implied) from customers for the purpose of
     the Company's manufacture of CD's for those customers, the only Licences
     held by or on behalf of the Company immediately prior to the date hereof
     are the Deluxe Trade Mark Licence, the patent licence agreement for
     non-standard multi-session CD audio discs referred to at document E3 in the
     Index and the CD disc patent licence agreement referred to at document E1
     in the Index.


                                     PAGE 82

<PAGE>

165  The Intellectual Property owned by the Company or used by the Company
     pursuant to a Licence comprises in all material respects all the
     Intellectual Property necessary to carry on the business as conducted by it
     immediately prior to the date of this Agreement.

166  So far as the Seller is aware, no party to any Licence which is material to
     the conduct of the Company's business as carried on immediately prior to
     the date of this Agreement is in breach of it, and the Company has not
     received notice of breach or termination of any such Licence.

INFRINGEMENTS

167  No activities, products, services or processes of the Company (or any
     licensee under any Licence granted by the Company) or, so far as the Seller
     is aware, the Business Intellectual Property infringe any Intellectual
     Property of a third party or involve the unlicensed use of a third party's
     confidential information or give rise to liability to pay compensation.

168  As far as the Seller is aware, the Company has not disclosed (except in the
     ordinary course of business or subject to a binding confidentiality
     agreement) any commercially sensitive confidential information or know-how
     owned by the Company other than to members of the Seller's Group.

CONFIDENTIAL INFORMATION AND KNOW HOW

169  The Company has at all times kept confidential all confidential information
     in respect of the Company's customers the disclosure of which might cause
     loss or damage to or adversely affect the Company.

CLAIMS

170  No claims, disputes or proceedings in respect of Business Intellectual
     Property have been settled in the period of two years ending on the date of
     this Agreement or so far as the Seller is aware are current, pending or
     threatened.


                                     PAGE 83
<PAGE>

                         PART 7 - INFORMATION TECHNOLOGY

<TABLE>
<S>                              <C>
DEFINITIONS

'DEVELOPED SOFTWARE'             means all computer programs owned by a third
                                 party which are designed, written or developed
                                 specifically for the use of the Company;

'HARDWARE'                       means all information technology,
                                 telecommunications, network and peripheral
                                 equipment used by or on behalf of the Company;

'INTELLECTUAL PROPERTY'          has the same meaning as in part 6 of this
                                 Schedule;

'IT SYSTEMS'                     means all Hardware and Software used by or on
                                 behalf of the Company;

'PACKAGE SOFTWARE'               means all computer programs owned by a third
                                 party which are used by or on behalf of the
                                 Company excluding any Developed Software;

'PROPRIETARY SOFTWARE'           means all computer programs designed, written
                                 or developed specifically for the use of the
                                 Company excluding any Developed Software;

'SOFTWARE'                       means all Developed Software, Package Software
                                 and Proprietary Software; and

'SOURCE CODE'                    means a version of the relevant Software in the
                                 language in which it was programmed (including
                                 all programmers' comments) together with all
                                 related manuals, documentation, working papers,
                                 diagrams, charts, data and other information in
                                 an accessible and readable format which are
                                 necessary or reasonably desirable to enable a
                                 reasonably skilled programmer to understand,
</TABLE>


                                    PAGE 84

<PAGE>

<TABLE>
<S>                              <C>
                                 modify, correct, maintain, support and
                                 replicate the Software without the assistance
                                 of a third party.
</TABLE>

THE HARDWARE

171  The Company owns or is permitted under agreement to use the Hardware. The
     Disclosure Letter contains a list of all such agreements and copies of all
     material such agreements.

DEVELOPED SOFTWARE AND PACKAGE SOFTWARE

172  The Company is licensed to use the Developed Software and the Package
     Software. The Disclosure Letter contains a list of all such licences and
     copies of all material such licences.

SOURCE CODE

173  The Company is not a party to any agreements in respect of the deposit of
     Source Code in escrow in relation to the Developed Software.

PROPRIETARY SOFTWARE

174  The Disclosure Letter contains material details of the Proprietary
     Software.

175  The Company owns and has in its possession all Proprietary Software and all
     Source Code relating to the Proprietary Software.

176  So far as the Seller is aware, the Proprietary Software does not contain
     any embedded software in which the Intellectual Property is owned by a
     third party nor is any licence of third party software required in order to
     use the Proprietary Software.

ADEQUACY OF IT SYSTEMS

177  The IT Systems are the only information technology systems required by the
     Company to carry on its business and all the IT Systems are in the
     possession of the Company. No third party provides any part of the IT
     Systems under any outsourcing,


                                    PAGE 85

<PAGE>

     application service provider, hosting or similar arrangement. None of the
     IT Systems are provided to the Company by the Seller or any member of the
     Seller's Group.

178  The IT Systems are adequate for the Company to carry on its business as
     carried out at the date of this Agreement.

OPERATION AND MAINTENANCE OF IT SYSTEMS

179  The IT Systems have in the two year period prior to the date of this
     Agreement been properly and regularly maintained and replaced. The
     Disclosure Letter contains a list of all maintenance and support agreements
     relating to the IT Systems and copies of all material such agreements.

180  There has been no material disruption or interruption to the business of
     the Company in the two year period ending on the date of this Agreement due
     to failures, bugs or breakdowns of the IT Systems or any part of them and
     so far as the Seller is aware there are no circumstances which may give
     rise to such a disruption or interruption.

SECURITY OF IT SYSTEMS

181  The Company implements, maintains and keeps up-to-date:

     (A)  reasonable industry-standard physical and logical security processes
          and software to protect the IT Systems and any information held on
          them;

     (B)  reasonable industry-standard procedures to prevent unauthorised access
          or the introduction of viruses or similar destructive code;

     (C)  reasonable industry-standard procedures for the taking and storing
          on-site and off-site of back-up copies of the Software and any data
          held on the IT Systems; and

     (D)  reasonable industry-standard back-up systems and disaster recovery
          systems and procedures intended to enable the Company to continue to
          function


                                     PAGE 86

<PAGE>

          without any material disruption or interruption in the event of a
          failure, bug or breakdown of any part of the IT Systems or the
          destruction, corruption or loss of access to any of the data held on
          the IT Systems.

     The processes, procedures, software and systems mentioned in this paragraph
     are 'reasonable' in the sense that they involve a balance between the level
     of security appropriate to the data being processed, convenience of use,
     and cost.

DISPUTES

182  So far as the Seller is aware, no party is in breach of the terms of any
     agreement or licence relating to the IT Systems.

183  There are no on-going disputes regarding the operation or performance of
     the IT Systems.


                                    PAGE 87
<PAGE>

                                   SCHEDULE 6

                           LIMITATIONS AND EXCLUSIONS

INTERPRETATION AND APPLICATION

1    In this Schedule 'CLAIM' means a claim under the Warranties other than a
     claim in respect of the Tax Warranties. The provisions of the Tax Covenant
     shall apply to limit or exclude the liability of the Seller under the Tax
     Warranties.

FRAUD

2    The limitations and exclusions set out in this Schedule shall not apply to
     the Seller in relation to any Claim which arises or, to the extent to which
     any Claim arises, to the increase in the amount of the Claim, as a
     consequence of fraud by the Seller, any member of the Seller's Group, or
     any officer, director or employee of the Seller.

TIME LIMIT FOR MAKING CLAIMS

3    The Seller shall not be liable for a Claim unless and except to the extent
     that -

     (A)  the Buyer gives to the Seller written notification of the particulars
          of the Claim in reasonable detail (including the amount claimed)
          before 31st May 2008;

     (B)  liability for the Claim is accepted by the Seller in writing or court
          proceedings in accordance with this Agreement in respect of the Claim
          are instituted and duly served in either case within 180 days from the
          date of notification of the Claim under paragraph 3(a).

     Time shall be of the essence for the purpose of this paragraph.

EXCLUSION OF SMALL CLAIMS

4    The Seller shall not be liable for a Claim unless the amount payable in
     respect of that Claim -


                                    PAGE 88

<PAGE>

     (A)  individually exceeds L5,000 (five thousand pounds); and

     (B)  in aggregate exceeds L50,000 (fifty thousand pounds) when added to the
          amount which is payable in respect of every other Claim which exceeds
          the individual claims threshold in paragraph 4(a), in which case the
          Seller may be liable for the full amount of the Claim and not just the
          excess above L50,000 (fifty thousand pounds).

5    For the purpose of determining the amount of the Claim in paragraphs 4(a)
     and (b), no account will be taken of any amount for which the Seller has no
     liability by virtue of any other paragraph of this Schedule and, subject
     thereto, the amount of the Claim shall be taken as being the amount agreed
     or finally determined to be payable in respect of that Claim.

BUYER'S KNOWLEDGE

6    The Seller shall not be liable for a Claim in respect of any matter of
     which the Buyer has actual knowledge at the date of this Agreement and the
     Buyer shall be deemed to have actual knowledge of all matters which are to
     be regarded as disclosed in accordance with clause 8.2. For the purposes of
     this paragraph 6, actual knowledge of the Buyer shall be the actual
     knowledge of Roger Morgan, Clarke Bailey and Matthew Behrent.

OTHER LIMITATIONS OF LIABILITY

7    The Seller shall not be liable for any Claim -

     (A)  which arises in respect of any breach of Warranty which is capable of
          remedy except to the extent that the relevant breach remains
          unremedied after the expiry of 30 days following receipt by the Seller
          of a written notice from the Buyer giving reasonable particulars of
          the relevant breach;

     (B)  to the extent of any amount which is allowed for, provided against,
          reserved for or otherwise taken into account in the Accounts, the
          calculation of the


                                    PAGE 89

<PAGE>

          Consideration, the Completion Accounts or the Consideration Adjustment
          Statement or of which details in relation to the liability to which
          the Claim relates are given in a note to the Accounts or the
          Completion Accounts or to the extent that the subject matter of the
          Claim is otherwise taken into account in determining the Consideration
          or an adjustment to the consideration for the Shares in accordance
          with clause 5.2;

     (C)  to the extent that the Claim would arise or the amount of the Claim
          would be increased as a result of -

          (I)  the enactment of any legislation;

          (II) the introduction of any new regulatory requirement or any new
               requirement of any administrative or regulatory body;

          (III) a judgment or change in the interpretation or application of any
               law, regulation or of any ruling or practice of any regulatory or
               administrative authority (including Tax authorities);

          (IV) a change in the basis or method of calculation of Tax; or

          (V)  the amendment, modification or withdrawal of any concession,
               exemption or other treatment previously made available;

          in each case made or coming into force or effect after the date of
          this Agreement;

     (D)  if claims lie under both the Warranties and the Tax Covenant in
          respect of the same matter, to the extent that the claim under the Tax
          Covenant has been satisfied;

     (E)  to the extent that the liability to which the Claim relates is
          attributable to any act, omission, transaction or arrangement of -


                                    PAGE 90

<PAGE>

          (I)  the Buyer's Group (excluding the Company) before or after
               Completion; and/or

          (II) the Company (or persons deriving title from it) that was done,
               occurred, was effected or made after Completion (excluding any
               act, omission, transaction or arrangement pursuant to a legally
               binding obligation entered into by the Company prior to
               Completion and any act, omission, transaction or arrangement
               which is within the ordinary course of business of the Company as
               carried on immediately prior to Completion); or

     (F)  to the extent that the Buyer's Group is entitled to claim under any
          insurance policy or contract against the loss or damage suffered as a
          result of the circumstances giving rise to the Claim.

8    The amount of the Seller's liability for any Claim shall be reduced by -

     (A)  the amount, if any, by which any Tax for which the Buyer's Group would
          be liable but for the circumstances giving rise to the Claim is
          reduced or extinguished by reason of the circumstances giving rise to
          the Claim; and

     (B)  any sum which is recovered (whether by way of insurance,
          indemnification or otherwise) by the Buyer's Group (otherwise than
          from another of those companies) in respect of the loss or damage
          suffered by reason of the relevant breach, less the amount of any
          reasonable costs and expenses incurred in obtaining payment of that
          sum, and if the Seller has paid to the Buyer any amount in respect of
          the Claim before the recovery of that sum, the Buyer shall repay to
          it, or procure the repayment to it of, the amount by which his
          liability is so reduced.

9    The Buyer shall not be entitled to recover damages or otherwise obtain
     reimbursement or restitution more than once in respect of the same loss or
     matter under this Agreement and/or the Tax Covenant.


                                    PAGE 91

<PAGE>

10   If the Claim arises in connection with a liability of the Company which, at
     the time at which the Claim is notified to the Seller, is contingent then
     the Seller will have no obligation to make any payment to the Buyer in
     respect of that breach unless and until such time as the contingent
     liability ceases to be contingent and becomes an actual liability. So long
     as any Claim arising by reason of a contingent liability shall have been
     notified to the Seller in accordance with paragraph 3(a), then paragraph
     3(b) shall be amended in relation to such Claim so as to require that
     liability for the Claim be accepted by the Seller in writing or court
     proceedings in respect of the Claim be instituted and duly served within
     180 days from the date on which the said liability ceases to be contingent.

PROCEDURE FOR MAKING A CLAIM

11   If the Buyer or any member of the Buyer's Group becomes aware of any matter
     which gives or might give rise to a Claim -

     (A)  the Buyer's Group shall as soon as reasonably practicable inform the
          Seller of such matter and shall consult with the Seller where
          reasonably possible before making any admission of liability in
          connection with the matter and the Buyer's Group shall at all times
          act in good faith in dealing with any such matter or making any
          admission of liability;

     (B)  subject to it being indemnified to its reasonable satisfaction against
          all costs and expenses which might be incurred by it and which it
          would not otherwise incur, the Buyer's Group shall take all such steps
          as the Seller may reasonably request in relation to the matter and
          which the Buyer's Group shall consider reasonable in the circumstances
          (provided always that the Buyer's Group shall not be required to take
          any step in relation to any customer contract or which would have an
          adverse effect on its business or reputation); and

     (C)  the Buyer shall give written notice to the Seller as soon as
          reasonably practicable specifying (1) the matter in reasonable detail
          and enclosing copies of all documents in the possession or under the
          control of the Buyer's Group


                                    PAGE 92

<PAGE>

          so far as they relate to that matter, (2) the Warranties which have or
          which are likely to have been breached, (3) its best estimate of the
          amount of the Claim and shall continue to inform and consult the
          Seller (and will consider taking into account the Seller's reasonable
          suggestions) in relation to material developments in relation to such
          matter.

     The Buyer shall procure that each member of the Buyer's Group complies with
     this paragraph.

12   The Buyer shall procure that the Buyer's Group shall take all reasonable
     steps to mitigate any loss or damage resulting from or arising as a
     consequence of any circumstances giving rise to any Claim.


                                    PAGE 93

<PAGE>

                                   SCHEDULE 7

                                   COMPETITION

                             PART 1 - INTERPRETATION

1    In this Schedule -

     'RESTRICTED BUSINESS' means the business of the Company as carried on at
     Completion of replicating audio compact discs ('CDS') and CD-Roms for
     rights owners (excluding for the avoidance of doubt the replication of DVDs
     and the distribution and packaging of VHS cassettes, CDs, DVDs and
     CD-Roms); and

     'RESTRICTED TERRITORY' means Great Britain.

                              PART 2 - RESTRICTIONS

2    Except as provided in part 3 of this Schedule, the Seller will not, and
     every member for the time being of the Seller's Group will not, directly or
     indirectly, alone or jointly with any other person, and whether as
     shareholder, partner, director, principal, consultant or agent in any other
     capacity -

     (A)  for a period of 3 years from the date of Completion within the
          Restricted Territory carry on any Restricted Business; and

     (B)  for a period of 3 years from the date of Completion within the
          Restricted Territory and to the detriment of the Restricted Business,
          solicit away from the Company any of its employees as at Completion,
          or induce or endeavour to induce any of the Company's employees as at
          Completion to leave their position at the Company, whether or not that
          person would commit a breach of his contract by so leaving (save as a
          result of general recruitment advertising). In addition, as
          consideration for the Seller and Rank entering the TSA the Buyer
          undertakes to the Seller and Rank (each for the benefit of itself and
          as trustee for the benefit of each member of the Seller's Group) that
          the Buyer will not, and every member for the time being of the Buyer's
          Group will


                                    PAGE 94

<PAGE>

          not, directly or indirectly, alone or jointly with any other person,
          and whether as shareholder, partner, director, principal, consultant,
          agent or in any other capacity for a period of 1 year from the date of
          Completion within the Restricted Territory and to the detriment of the
          Deluxe Group, solicit away from any member of the Deluxe Group
          (excluding the Company) any of its employees as at Completion or any
          other of its employees involved from time to time in the provision of
          services under the TSA or this Agreement to leave their position at
          the Deluxe Group, whether or not that person would commit a breach of
          his contract by so leaving (save as a result of general recruitment
          advertising).

3    For a period of 3 years from the date of Completion, the Seller shall not
     disclose or use any confidential information or trade secrets which belong
     to and relate exclusively to the Company or any of its customers or
     suppliers to the detriment of the Restricted Business. This paragraph shall
     not apply to -

     (A)  confidential information or trade secrets under a legal obligation
          involuntarily incurred or if required by the law of any relevant
          jurisdiction or by any competent regulatory or governmental body or
          securities exchange in any relevant jurisdiction, provided that in any
          such case, the Seller shall take all such steps as may be reasonable
          and practicable in the circumstances to consult with the Buyer before
          the relevant disclosure is made and shall take into account the
          Buyer's reasonable comments;

     (B)  any confidential information or trade secret which is or becomes part
          of the public domain without breach of this paragraph or paragraph 4;
          or

     (C)  confidential information or trade secrets disclosed to any other
          member of the Seller's Group or by any professional advisers of the
          Seller to any other member of the Seller's Group.


                                    PAGE 95

<PAGE>

4    The Seller shall ensure that no member of the Seller's Group from time to
     time takes or omits to take any action which, if taken or omitted by the
     Seller, would constitute a breach of paragraph 2 or 3 and the Buyer shall
     ensure that no member of the Buyer's Group from time to time takes or omits
     to take any action which, if taken or omitted by the Buyer, would
     constitute a breach of paragraph 2.

5    Since the Seller has confidential information relating to the Company and a
     detailed awareness of the Company's customer connections, and since the
     purchase price payable for the Share has been calculated on the basis that
     the Seller would assume the obligations set out in this Schedule 7, the
     parties acknowledge that each of those obligations is reasonable as to
     subject matter, area and duration and is necessary to protect the Buyer's
     legitimate interest in the goodwill of the Company. The parties acknowledge
     that the obligations on the Buyer in this Schedule 7 are reasonable as to
     subject matter, area and duration and are necessary to protect the goodwill
     and interests of the Seller's Group.

6    Without prejudice to any other remedy which may be available to the Buyer,
     the parties agree that the Buyer and the Seller shall each be entitled to
     seek injunctive or other equitable relief in relation to any breach of
     paragraphs 2 and 3, it being acknowledged that an award of damages might
     not be an adequate remedy in the event of such a breach.

7    While the restrictions in this Schedule 7 are considered by the parties to
     be reasonable in all the circumstances it is agreed that if any provision
     of this Schedule 7 is found by any court of competent jurisdiction to go
     beyond what is reasonable in all the circumstances for the protection of
     the goodwill of the Company or of the Seller's Group, as relevant, but
     would be adjudged reasonable if any part of the wording of the provision
     were deleted, restricted or limited in a particular manner, the provision
     in question shall apply with such deletions, restrictions or limitations as
     may be necessary to make it valid.


                                    PAGE 96

<PAGE>

8    Each of the Seller and the Buyer acknowledges that it has entered into this
     Agreement on an arm's length basis and that it has taken independent legal
     advice in so doing.

9    Each of the obligations assumed by the Seller and the Buyer in this
     Schedule 7 is separate and severable and shall be construed and be
     enforceable independently of the others, and is assumed without prejudice
     to any other obligation of the Seller or the Buyer implied at law or in
     equity.

                               PART 3 - EXEMPTION

10   Nothing contained in part 2 of this Schedule shall prevent any member of
     the Seller's Group or the Buyer's Group from -

     (A)  issuing any general recruitment advertising or employing any person
          whose employment with the Company or the Seller's Group is being or
          has been terminated; or

     (B)  acquiring and retaining any business or the shares or other securities
          of any undertaking if -

          (I)  not more than 15% of that business or that undertaking's business
               is a Restricted Business; and

          (II) the principal reason for doing so is not the acquisition of an
               interest in a Restricted Business.

11   For the avoidance of doubt nothing contained in this Schedule 7 shall apply
     to any company or business once it has ceased to be a member of, or owned
     by, a subsidiary undertaking of The Rank Group Plc.


                                    PAGE 97
<PAGE>

                                   SCHEDULE 8

                          PRO FORMA COMPLETION ACCOUNTS

<TABLE>
<CAPTION>
     (1)                               (2)                                           (3)
Account code                   Account description                  Included in Working Capital? (YES/NO)
------------                   -------------------                  -------------------------------------
<S>            <C>                                                  <C>
   103000      Fixed Assets Cost Control                                             NO
   104000      Fixed Assets Depreciation Control                                     NO

               FIXED ASSETS
   201100      Raw Material Stock                                                    YES
   201150      Provision Obsolete Raw Material Stock                                 YES
   201300      W.I.P. Stock                                                          YES
   201400      Finished Stock                                                        YES
   201500      Maintenance Stock                                                     YES
   201550      Provision Obsolete Maintenance Stock                                  YES
   201600      Printed Matter Stock                                                  YES
   201650      Provision Obsolete Printed Matter Stock                               YES
   201700      Goods In Transit                                                      YES
   202100      Thirds Trade Debtors                                                  YES
   202120      Bad Debt Provision Specific                                           YES
   202130      Debtor Credits                                                        YES
   202140      Sales Provision Control                                               YES
   202200      Intercompany Trade Debtors                                            NO
   202202      Intercompany Debtor Accrual                                           NO
   202303      Deferred Tax Others Provision                                         YES
   203100      Prepayments                                                           YES
   203150      Third Party Print Revenue Accrual,                                    YES
   204110      Petty Cash Sterling                                                   NO
   204120      Petty Cash Currency                                                   NO

               CURRENT ASSETS
   302100      Third Trade Creditor                                                  YES
   302102      Thirds Creditor Accl                                                  YES
   302103      PAYE/NIC Creditor                                                     YES
   302104      Pensions Creditor                                                     YES
   302105      Payroll Control                                                       YES
   302200      Intco Trade Creditor                                                  NO
   302202      Intco Creditor Accl                                                   NO
   302210      Interco Creditor Provision(items not on statement)                    NO
   302303      Vehicle Lease Creditor                                                NO
   302320      U-Select Lease Creditor,                                              NO
   302400      Corpor Tax Creditor                                                   NO
   303000      Accruals Control                                                      YES
   303940      Un Gain/loss Contra                                                   YES
   304900      Customs & Excise                                                      YES

               CURRENT LIABILITIES
   401000      Equity                                                                NO
   402000      Retained Earnings                                                     NO
   405900      Deluxe Loan Account Accrual                                           NO
</TABLE>


                                     PAGE 98

<PAGE>

<TABLE>
<S>            <C>                                                  <C>
   408000      HSBC Sterling Account                                                 NO
   408010      HSBC US Dollar Account                                                NO
   408015      HSBC Euro Account                                                     NO
   408030      Rank Loan Account                                                     NO
   408040      Deluxe Media Services Loan Account                                    NO
</TABLE>


                                     PAGE 99

<PAGE>

                                   SCHEDULE 9

                          SCHEDULE OF ESTIMATED AMOUNTS

<TABLE>
<S>                                      <C>
Intra Group Payables                     L  888,996
Intra Group Receivables                  L   80,179
Third Party Financial Debt               L    6,048
Estimated Working Capital                L6,666,667
Cash included in Initial Consideration   L        0
</TABLE>


                                    PAGE 100

<PAGE>

                                   SCHEDULE 10

                                   GUARANTEES

1    Guarantee of tenant covenants under the lease of buildings E, EZ, F and FZ
     contained in a Deed of Release and Substitution of New Guarantor dated 27th
     January 2004.

2    Guarantee in Universal manufacturing and supply agreement dated 28th March
     2002.


                                    PAGE 101

<PAGE>


EXECUTED AND DELIVERED AS A DEED   )
of DGMS BLACKBURN HOLDINGS LIMITED )
acting by -                        ) -------------------------------------------
                                     Director


                                     -------------------------------------------
                                     Director/Secretary

EXECUTED AND DELIVERED AS A DEED   )
of EDC UK HOLDINGS LIMITED         )
acting by -                        ) -------------------------------------------
                                     Director


                                     -------------------------------------------
                                     Director/Secretary

EXECUTED AND DELIVERED AS A DEED   )
of ENTERTAINMENT DISTRIBUTION      )
COMPANY, LLC                       )
acting by -                        ) -------------------------------------------
                                     Director


                                     -------------------------------------------
                                     Director/Secretary

EXECUTED AND DELIVERED AS A DEED   )
of GLENAYRE ELECTRONICS, INC.      )
acting by -                        ) -------------------------------------------
                                     Director


                                     -------------------------------------------
                                     Director/Secretary

EXECUTED AND DELIVERED AS A DEED   )
of RANK LEISURE HOLDINGS LIMITED   )
acting by -                        ) -------------------------------------------
                                     Director


                                     -------------------------------------------
                                     Director/Secretary


                                    PAGE 102