SHARE PURCHASE AGREEMENT

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(1)

Puricore International Limited incorporated and registered in England and Wales with company number 02695450 whose registered office is at 2 Bloomsbury Street, London, WC1B 3ST ( Buyer ).

(3)

Puricore Plc incorporated and registered in England and Wales with company number 05789798 whose registered office is at 58 Davies Street, London, W1K 5JF ( Guarantor ).

1.

Interpretation

1.1

The definitions and rules of interpretation in this clause 1 apply in this agreement.

Accounts: the audited financial statements of the Company as at and to the Accounts Date, including the balance sheet, profit and loss account together with the notes thereon, the cash flow statement and the auditor’s and directors’ reports (copies of which are attached to the Disclosure Letter).

Accounts Date: in respect of the Accounts it shall mean 30 June 2008 and in respect of the Management Accounts it shall mean 30 ^th June 2009.

Business: the business of manufacturing and servicing of hospital and laboratory equipment carried on by the Company.

Business Day: a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for general business in the City of London.

Business Information: any Confidential Information relating to the activities of the Company.

Buyer’s Solicitor: Needham & James LLP whose registered office is at Needham & James House, Bridgeway, Stratford-upon-Avon, Warwickshire, CV37 6YY, United Kingdom for the attention of Marcus Everett (marcuseverett@needhamandjames.com on 0845 630 8833).

CAA 2001: the Capital Allowances Act 2001.

Claim and Substantiated Claim: have the meanings set out respectively in clause 6.

Commission: The amount to be paid by the Buyer to the Seller in accordance with Schedule 7.

Companies Acts: the Companies Act 1985 and the Companies Act 2006.

Company: Labcaire Systems Limited whose registered office is at 175 Kenn Road, Clevedon, North Somerset, BS21 6LH, further details of which are set out in Part 1 of Schedule 2.

Completion: completion of the sale and purchase of the Sale Shares in accordance with this agreement.

Completion Date: has the meaning given in clause 4.

Confidential Information: all information and records wherever located (including accounts, business plans and financial forecasts, Tax records, correspondence, designs, drawings, manuals, specifications, customer, sales and supplier information, technical or commercial expertise, software, formulae, processes, trade secrets, methods, knowledge and know-how) and which (either in their entirety or in the precise configuration or assembly of their components) are not publicly available and in each case whether or not recorded;

Connected: in relation to a person has the meaning given in section 839 of ICTA 1988.

Control: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person: by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate, and a Change of Control occurs if a person who has Control of any body corporate ceases to do so or if another person acquires Control of it.

Developed Software: means any software developed by or on behalf of the Company;

Director : each person who is a director or shadow director of the Company, the names of whom are set out in Schedule 2.

Disclosed: fully and fairly disclosed (with sufficient details to identify in all material respects the nature and scope of the matter disclosed) in or under the Disclosure Letter.

Disclosure Letter: the letter from the Company and the Seller to the Buyer with the same date as this agreement that is described as the disclosure letter, together with the documents annexed thereto.

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

Event: includes (without limitation), the expiry of a period of time, the Company becoming or ceasing to be associated with any other person for any Tax purpose or ceasing to be or becoming resident in any country for any Tax purpose, the death or the winding up or dissolution of any person, and any transaction (including the execution and completion of all provisions of this agreement), event, act or deliberate omission whatsoever, and any reference to an Event occurring on or before a particular date shall include an Event which for Tax purposes is deemed to have, or is treated or regarded as having, occurred on or before that date.

Freehold Properties: the freehold properties particulars of which are set out in Part 1 of Schedule 6.

Group: in relation to a company (wherever incorporated) that company, any company of which it is a subsidiary (its holding company) and any other subsidiaries of any such holding company, and each company in a group is a member of the group. Unless the context requires otherwise, the application of the definition of Group to any company at any time will apply to the company as it is at that time.

ICTA 1988: the Income and Corporation Taxes Act 1988.

IHT 1984: the Inheritance Tax Act 1984.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and Intellectual Property Right means any one of the Intellectual Property Rights.

Leasehold Properties: the leasehold properties, particulars of which are set out in Part 2 of Schedule 6 and Leasehold Property means any one of them or part or parts of any one of them.

Loan Note Instrument: the loan note instrument in the agreed form constituting the Loan Notes to be executed on Completion.

Loan Notes: the loan notes, to be guaranteed by the Guarantor and the Company, in the agreed form in an aggregate principal amount of $1,000,000 to be issued on Completion by the Buyer to the Seller pursuant to the Loan Note Instrument and redeemable in four annual instalments of $250,000 on the next four anniversaries of Completion.

Management Accounts: the unaudited balance sheet, the unaudited consolidated profit and loss account and the consolidated cash flow statement of the Company (including any notes thereon) for the period ending on 30 June 2009 (a copy of which is attached to the Disclosure Letter).

Management Accounts Date: 30 June 2009.

Properties: the Leasehold Properties and the Freehold Properties and Property means any one of them or any part or parts of any one of them.

Purchase Price: the purchase price for the Sale Shares to be paid by the Buyer to the Seller in accordance with clause 3.

Sale Shares: 350,000 ordinary shares of £1 each in the Company, comprising the whole of the allotted and issued share capital of the Company, all of which have been issued and are fully paid.

Seller’s Solicitor: Thring Townsend Lee & Pembertons whose office is at Midland Bridge Bath BA1 2HQ — for the attention of Jonathan Poole (jpoole@ttuk.com on 01225 340163).

TCGA 1992: the Taxation of Chargeable Gains Act 1992.

TMA 1970: the Taxes Management Act 1970.

Tax: all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction, and any penalty, fine, surcharge, interest or charges relating thereto.

Tax Covenant: the tax covenant in the form as set out in Schedule 5.

Tax Warranties: the Warranties in Part 2 of Schedule 4.

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

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

Third Party Software: any software used by the Company the Intellectual Property Rights in which are owned by a third party;

Transaction: the transaction contemplated by this agreement or any part of that transaction.

VATA 1994: the Value Added Tax Act 1994.

Warranties: the warranties set out in clause 5 and Schedule 4.

1.2

Clause headings shall not affect the interpretation of this agreement.

1.3

References to clauses and schedules are to the clauses and schedules of this agreement. References to paragraphs are to paragraphs of the relevant schedule.

1.4

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.5

The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedules.

1.6

Words in the singular shall include the plural and vice versa.

1.7

A reference to one gender shall include a reference to the other genders.

1.8

A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force as at the date of this agreement, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts; provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.9

References to holding company , subsidiary and subsidiary undertaking shall have the meanings given in sections 258, 736 and 736A of the Companies Act 1985 as appropriate.

1.10

Writing or written includes faxes but not e-mail.

1.11

Documents in agreed form are documents in the form agreed by the parties or on their behalf and initialled by them or on their behalf for identification.

1.12

Any phrase introduced by the terms including , include , in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.13

References to this agreement include this agreement as amended or varied in accordance with its terms.

2

Sale and purchase

On the terms of this agreement, with effect from Completion, the Seller shall sell, and the Buyer shall buy, the Sale Shares with full title guarantee free from all Encumbrances and together with all rights that attach (or may in the future attach) to them including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this agreement.

3

Purchase Price

3.1

The Purchase Price for the Sale Shares (apportioned in accordance with Schedule 1) shall be satisfied as follows:

3.1.2

$1,000,000 by the issue of the Loan Notes by the Buyer (guaranteed by the Company and the Guarantor) to the Seller; and

3.2

The Purchase Price shall be deemed to be reduced by the amount of any payment made to the Buyer:

3.3

Commission shall be payable as set out in Schedule 7.

4

Completion

4.1

Completion shall take place immediately following execution of this agreement:

4.2

At Completion the Seller shall:

4.2.3

deliver any other documents referred to in this agreement as being required to be delivered by the Seller;

4.2.5

deliver to the Buyer evidence to its reasonable satisfaction of the discharge of the debts or liabilities referred to in clause 4.2.4.

4.3.1

the Buyer shall pay $3,600,000 by electronic transfer to the bank account of the Seller’s Solicitors in accordance with clause 3. Payment made in accordance with this clause 4.3 shall constitute a valid discharge of the obligations of the Buyer under clause 3.1;

4.3.3

if required by law or the rules of any relevant stock exchange of the Articles of Association of the Buyer the Buyer shall deliver a certified copy of the resolution(s) passed by the shareholders of the Buyer authorising the Transaction; and

4.4

As soon as possible after Completion, the Seller shall send to the Buyer (at the registered office of the Buyer for the time being) all records, correspondence, documents, files, memoranda and other papers relating to the Company and reasonably required by the Company or the Buyer for the carrying on if business, not required to be delivered at Completion, and which are not kept at any of the Properties provided that the Seller shall not be required to deliver:

4.4.2

copies of documents held by it for the purpose of preparation of the consolidated accounts of the Seller Group; or

5

Warranties

5.2

The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading on the date of this agreement except as Disclosed.

5.4

Save where expressly stated to the contrary in paragraphs 27.1.3 and 27.1.6 of, Schedule 4, Warranties qualified by the expression so far as the Seller is aware (or any similar expression) are deemed to be given to the best of the knowledge, information and belief of the Seller after it has made all reasonable enquiries.

5.6

Except for the matters Disclosed, no information of which the Buyer, its agents or advisers has knowledge (actual, constructive or imputed) or which could have been discovered (whether by investigation made by the Buyer or made on its behalf) shall prejudice or prevent any Claim or reduce any amount recoverable thereunder. The Buyer warrants and represents to the Seller (upon which warranty and representation the Seller relies in entering into this agreement) that the Buyer is not actually aware of any matter or thing which at the date of this agreement is inconsistent with the Warranties.

6

Limitations on claims

6.1

The definitions and rules of interpretation in this clause 6 apply in this agreement.

6.2

Claim: a claim for breach of any of the Warranties.

6.4

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

6.6

The liability of the Seller for all Substantiated Claims when taken together shall not exceed $4,600,000.

6.7.1

the amount of a Substantiated Claim, or of a series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds $20,000 (or, in the case only of a Claim under paragraph 24.6 of Part 1 of Schedule 4, $200,000;

6.7.2

the amount of all Substantiated Claims that are not excluded under clause 6.7.1 when taken together, exceeds $75,000 in which case, the whole amount (and not just the amount by which the limit in this clause 6.7.2 is exceeded) is recoverable by the Buyer.

6.8.1

relates to matters Disclosed; or

6.8.2

relates to any matter to the extent provided for in the Accounts;

6.8.4

would not have arisen but for a change in the accounting principles, practices, policies or bases of accounting of the Company introduced after Completion;

6.8.6

arises wholly or partly from an act or omission occurring at the request of or with the written consent of the Buyer or (on or after Completion) the Company or any of its directors, other officers, employees or agents;

6.8.8

arises as a result of the Company ceasing to carry on business as a going concern.

6.9.1

within a period of eighteen months beginning on the Completion Date (unless it is a claim made under the Tax Warranty or under the Tax Covenant, in which case notice shall be given within the period of six years beginning on the Completion Date); and

6.10

Where a breach of the Warranties is capable of remedy by the Seller and the Buyer serves notice requesting the Seller to remedy such breach, to the extent that the Buyer suffers no consequential damage of a different type as a result of such breach, the Buyer shall not be entitled to pursue the Claim until such breach is not remedied to the reasonable satisfaction of the Buyer at no cost to the Buyer within thirty (30) days after the date of written notice is served in accordance with clause 6.9.

6.12

If any third party claim is made against the Buyer or the Company for which the Seller may be liable under the Warranties, or the Company is entitled to bring any claim against a third party based on circumstances which are reasonably likely to give rise to such a liability and provided that nothing under this clause should require the Buyer or the Company to act in a manner materially prejudicial to its business interests, the Buyer will procure that the Company will:-

6.12.2

take such action as the Seller may reasonably and properly request to conduct, avoid, dispute, resist, appeal, compromise or defend the claim, subject to the Seller indemnifying the Buyer or the Company against all liabilities, costs and expenses which it or they may reasonably incur by reason of such action and providing the Buyer with security therefor to the Buyer’s reasonable satisfaction;

6.13

Where the Seller has satisfied a liability under the Warranties and the Buyer or the Company has a right of reimbursement against any third party in respect of such liability, the Buyer may, in its absolute discretion, assign to the Seller the benefit of such right provided that the assignment of such right shall not materially affect the goodwill of the Company or the Buyer.

6.15

The Buyer will procure that the Company will (as appropriate) observe the terms of this clause 6 as if it were party to this Agreement.

6.17

The Buyer will reimburse to the Seller an amount equal to such part of any sum paid to it by the Seller in relation to any Claim which is subsequently recovered by, or repaid to, the Buyer or the Company in respect of the same from or by any third party, less the reasonable costs and disbursements incurred by the Buyer and/or the Company in recovering the same including professional costs and less any tax payable on the amount received.

6.19

The Seller shall not plead the Limitation Act 1980 in respect of any claims made under the Tax Warranties or the Tax Covenant up to six years after the Completion Date.

6.20.1

the title of the Seller to the Sale Shares and its right to sell the Sale Shares free from any Encumbrance; and

6.20.2

the warranties given by the Seller in paragraph 1 of Part 1 of Schedule 4.

9.1

The Seller undertakes to indemnify, and to keep indemnified, the Buyer and the Company against all losses or liabilities (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs) which may be suffered or incurred by any of them and which arise directly or indirectly in connection with the following matters:

9.1.2

any claim by Mayday Healthcare NHS Trust in respect of disclosure 9.1.1 as set out in the Disclosure Letter;

9.2

Any payment made in respect of a claim under this clause 9 shall include:

9.2.2

any amount necessary to ensure that, after any Tax of the payment, the Buyer is left with the same amount it would have had if the payment was not subject to Tax.

10.1

Except so far as may be required by law, and in such circumstances only after prior consultation with the Buyer, the Seller shall not at any time disclose to any person or use to the detriment of the Company this agreement or any Confidential Information which it holds in relation to the Company and its affairs.

11.1

Save as required by law or the rules of any relevant stock exchange, no announcement, circular or other publicity in connection with the subject matter of this agreement (other than as permitted by this agreement) shall be made prior to Completion by or on behalf of the Seller and the Buyer without the approval of the other (such approval not to be unreasonably withheld or delayed).

12.1

Neither the Seller, nor any member of its Group, directly or indirectly, whether itself, or by its employees or agents and whether on its own behalf or on behalf of any other person, firm or company or otherwise for a period of two years after the Completion Date, in the geographic areas in which the Company is or was active in the 12 months before Completion Date (and save where another member of the Company’s Group has prior to the Completion Date itself been active in such geographic area), carry on, be engaged or interested in, any business which would be in competition with any part of the business of the Company as carried on during that time.

12.2.1

compete for a period of three years after the Completion Date in respect of the fume hood and air handling business of the Company within the United Kingdom; or

12.2.3

compete for a period of two years after the Completion Date in any geographical location in respect of the sale of endoscopy storage and/or drying (but for the avoidance of doubt this provision shall not apply to Sonora Medical’s distribution of Air Clean Systems’ products within the United States).

12.3.1

entice away from the employment of the Company anyone who is at that time, and was at the date of this agreement, a director or officer of, or an employee holding an executive or managerial position with, the Company; or

12.4

Neither the Seller nor any member of its Group, directly or indirectly, whether itself, or by its employees or agents and whether on its own behalf or on behalf of any other person, firm or company or otherwise, shall, within the United Kingdom for a period of two years after the Completion Date and save where such person is at the Completion Date an existing customer of the Seller or any other member of its Group in respect of such goods and services, supply any person with goods or services which are competitive with those or of the type supplied by the Company at any time during the period of 12 months up to and including Completion Date, if that person (or its agent) is or was a client or customer of the Company at any time during such period.

12.6

Neither the Seller nor any member of its Group, directly or indirectly, whether itself, or by its employees or agents and whether on its own behalf or on behalf of any other person, firm or company or otherwise, shall, for a period of two years after the Completion Date, solicit or entice away from the Company any supplier who had supplied goods or services to the Company at any time during the period of 12 months up to and including Completion Date, if that solicitation or enticement causes or is likely to cause such supplier to cease supplying, or materially to reduce its supply of, those goods or services to the Company.

12.7.1

the words “Labcaire” or “Labcaire Systems”; or

12.8

Nothing in this clause 12 prevents the Seller or any member of its Group from holding for investment purposes only:

12.8.2

not more than 5% of any class of shares or securities of any company traded on any recognised stock exchange.

12.10

The Seller shall procure that any members of its Group comply with this clause 12 as if it were a party to this agreement.

12.12

Each covenant in this clause 12 shall be construed separately and if any court or administrative body of competent jurisdiction finds any provision of this clause 12 to be invalid, unenforceable or illegal, the other provisions of this clause 12 shall remain in force.

13

Further assurance

14

Assignment

14.2

Any assignment made pursuant to this clause 14 shall be subject to the following terms:

14.2.2

any such assignment is made on terms that the assignee acknowledges that the Seller may continue to deal exclusively with the Buyer in respect of all matters relating to this agreement at all times unless and until the assignee notifies the Seller in writing that it is exercising its rights as assignee.

15.1

This agreement is the whole agreement between the parties and supersedes any arrangements, understanding or previous agreement between them relating to the subject matter covered by it.

15.3

Nothing in this clause 15 operates to limit or exclude any liability for fraud.

16

Variation

17

Waiver

18.1

Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this agreement, and any documents referred to in it, shall be borne by the party that incurred the costs.

19.1.1

shall be in writing in the English language (or be accompanied by a properly prepared translation into English);

19.1.3

shall be:

19.1.4

The addresses for service of notice are the addresses of the Parties as set out at the beginning of this Agreement or such other address as one party shall give to the other following Completion.

19.2.1

if delivered personally, at the time of delivery; or

19.2.3

if sent by recorded delivery requiring signature on delivery, at the time of signature of the delivery receipt; or

19.3

For the purposes of this clause 19:

19.3.2

if deemed receipt under this clause 19 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on any Business Day), the notice or other communication is deemed to have been received when business next starts in the place of receipt.

20

Default interest

21

Severance

21.2

If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

22.1

This agreement (other than obligations that have already been fully performed) remains in full force after Completion.

23.1

Subject to clause 23.2, this agreement and the documents referred to in it are made for the benefit of the parties and their successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else.

23.2.1

clause 5 and Schedule 4, subject to clause 6;

23.2.2

clause 8 and Schedule 5;

23.2.3

[clause 9;]

23.2.4

clause 12; and

23.2.5

clause 11.

24

Successors

25.1

Save as expressly provided in this agreement, all amounts due under this agreement shall be paid in full without any deduction or withholding other than as required by law. No party shall be entitled to assert any credit, set-off or counterclaim against another party in order to justify withholding payment of any such amount in whole or in part.

26.1

This agreement may be executed in any number of counterparts (but shall not be effective until each party has executed at least one counterpart), each of which, when executed, shall constitute an original of this agreement and which together shall have the same effect as if each party had executed the same agreement.

27.1

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28

Exchange Rates

28.2

Any payment due to the Seller under this agreement shall be made in US dollars.

29.1

If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it ( Dispute ) then, except as expressly provided in this agreement, the parties shall follow the dispute resolution procedure set out in this clause:

29.1.2

if the Chief Executive Officers of the parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing ( ADR notice ) to the other party requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice. Unless otherwise agreed by the parties, the place of mediation shall be nominated by the mediator.

30

Guarantee

30.2

If and each time that the Buyer fails for any reason whatsoever to perform or observe any of the obligations, commitments or undertakings referred to in clause 30.1, the Guarantor shall forthwith upon demand unconditionally perform (or procure the performance or observance of) and satisfy (or procure the satisfaction of) the obligation, commitment or undertaking in regard to which such failure has occurred in the manner prescribed in this Agreement or, as applicable, the Transaction Document in respect of which such failure has occurred and so that the same benefits shall be received by, or conferred on, the Seller as it would have had if such obligation, commitment or undertaking had been duly performed, observed and satisfied by the Buyer.

30.4

Demands may be made by the Seller under this clause 30 from time to time. The obligations of the Guarantor under this clause 30 are continuing obligations and shall extend to all of the obligations from time to time of the Buyer, regardless of any intermediate payment or discharge in whole or in part, and are in addition to and not in substitution for any other security which the Seller may now or in the future hold for the obligations of the Buyer under this Agreement or any other Transaction Document and may be enforced by the Seller without the Seller first having recourse to any such other security or taking any steps or proceedings against the Buyer.

30.6

As a separate, additional, continuing and primary obligation, the Guarantor, unconditionally and irrevocably, undertakes to the Seller to indemnify the Seller (on an after tax basis) on demand (without requiring the Seller first to take steps against the Buyer or any other person) against any and all losses, actions, claims, proceedings, liabilities, expenditure or costs suffered or incurred by the Seller should any amounts which would otherwise be due under this Agreement or other Transaction Document not be recoverable or the other obligations, commitments and undertakings guaranteed to be performed not be enforceable for any reason whatsoever (including (but not limited to) this Agreement or other Transaction Document being or becoming void, voidable, unenforceable or otherwise invalid).

(a)

take or accept any security interest from the Buyer; or

(c)

seek to recover, whether directly or indirectly, claim, receive or have the benefit of any payment or distribution from, or on account of, the Buyer or exercise any counterclaim, right of set-off or lien against the Buyer or any other person in relation to this Agreement or any other Transaction Document if the Buyer has defaulted hereunder or thereunder or claim the benefit of any security held by the Seller so that the Seller shall be entitled to apply any such security as it considers fit; or

30.8

Any amounts payable under this clause 30 shall be paid in full without any deduction or withholding whatsoever (whether in respect of set-off, counterclaim, duties, charges, taxes or otherwise) unless such deduction or withholding is required by law, in which event the Guarantor shall pay to the Seller an additional amount so that the net amount received by the Seller will equal the full amount which the Seller would have received had no such deduction or withholding been made.

Seller

Sale shares

Cash

Loan notes

Commission

350,000 ordinary shares of £1

$

3,600,000

$

1,000,000

up to $1,000,000

Registered name:

Registered number:

Registered office:

Type of company:

Place of incorporation:

Authorised share capital:

Issued share capital:

Registered shareholders:

Directors:

Company secretary:

Auditor:

Subsidiaries:

Other offices:

Details of charges:

1

Transfers of the Sale Shares executed by the registered holders in favour of the Buyer or its nominees.

3

3 Any waivers, consents and other documents required to enable the Buyer and its nominees to be registered as the holders of the Sale Shares.

5

The written resignation, executed as a deed and in the agreed form, of the directors and the company secretary of the Company other than Neil Blewitt, and such appropriate filing documents as required by Companies House.

7.1

statements from each bank at which it has an account giving the balance of each account at the close of business on the last Business Day before Completion;

7.3

a change in the Company’s banking mandates by the appointment of Arthur Robert Jones and Daniel John Bee as signatories and the removal of the existing signatories to all of the Company’s bank accounts.

7.5

reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered.

9

All title deeds and other documents relating to the Properties.

11

Evidence, in agreed form, that the Company has been discharged from any responsibility for the indebtedness, or for the default in the performance of any obligation, of any other person.