SHARE TRANSFER AGREEMENT BETWEEN GROUP 4 SECURITAS HOLDINGS LIMITED AS SELLER AND BRINK'S LIMITED

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Title: SHARE TRANSFER AGREEMENT BETWEEN GROUP 4 SECURITAS HOLDINGS LIMITED AS SELLER AND BRINK'S LIMITED
Date: 3/16/2005
Industry: Security Systems and Services Sector: Services

SHARE TRANSFER AGREEMENT BETWEEN GROUP 4 SECURITAS HOLDINGS LIMITED AS SELLER AND BRINK'S LIMITED, Parties: group 4 securitas holdings limited , brink's limited

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EXHIBIT 10(aa)

2 February 2005

------------------------------

SHARE TRANSFER AGREEMENT

------------------------------

BETWEEN

GROUP 4 SECURITAS HOLDINGS LIMITED

AS SELLER

AND

BRINK'S LIMITED

AS BUYER

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Content

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1. DEFINITIONS AND INTERPRETATION............................................4

2. SALE AND PURCHASE OF SALE SHARES..........................................8

3. PURCHASE PRICE AND CLAW BACKS FROM THE PURCHASE PRICE.....................9

4. PRE-COMPLETION ACTIONS...................................................10

5. COMPLETION AND POST COMPLETION EVENTS....................................11

6. CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE..........................16

7. WARRANTIES AND REPRESENTATIONS OF THE SELLER.............................18

8. OTHER OBLIGATIONS OF THE SELLER..........................................34

9. REPRESENTATIONS AND WARRANTIES OF THE BUYER..............................40

10. INDEMNIFICATION..........................................................42

11. FLOOR THRESHOLD AND CEILING..............................................45

12. DURATION OF INDEMNIFICATION..............................................45

13. PENSIONS INDEMNITY.......................................................46

14. NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY......................47

15. MISCELLANEOUS............................................................49

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SHARE TRANSFER AGREEMENT

------------------------

This agreement is made on February 2nd, 2005

BETWEEN:

1. GROUP 4 SECURITAS HOLDINGS LIMITED a company incorporated in England and

Wales with Company Number 02380914 whose registered office is at Farncombe

House, Broadway, Worcestershire WR12 7LJ

(hereinafter the "Seller)

AND:

2. BRINK'S LIMITED a company incorporated in England and Wales with Company

Number 00959654 whose registered office is at Arnold House, 36/41 Holywell Lane,

London EC2A 3LB

(hereinafter the "Buyer")

WHEREAS:

(A) Group 4 Falck Cash Services UK Limited ("the Company") is a company

registered in England and Wales with Company Number 2831111.

(B) The share capital of the Company is (pound)1,900,002 divided into 2

Ordinary Shares of (pound)1 each and 1,900,000 6 per cent Redeemable

Preference Shares of (pound)1 each.

and storage security services.

(D) The Seller has agreed to transfer its shareholding in the Company in

accordance with the conditions and with the giving of the warranties and

undertakings set out below, which for the Buyer, have an essential and

determining influence on its undertaking to purchase the Company.

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IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

------------------------------

1.1 Definitions in this agreement shall have the following meanings unless

the context does not permit:

"Accounts" means the audited accounts (balance sheets, profit and loss accounts

and annexes) of the Company as at the Last Accounting Date;

"Accounting Methods and Principles" means the generally accepted accounting

methods and principles in the UK or such other international body as is

appropriate;

"Agreement" means this document and the Schedules hereto;

"Assets" means the raw materials, assets, movable goods, installations and

equipment used by the Company in the carrying out of its activities including

those assets specified in the Seller's commitments to the European Commission;

"Authorisations" means all authorisations, licences, permits, certificates,

approvals or other documents obtained by the Company from an administrative

authority or any other authority or by a professional entity set-up in one of

the countries where the Company carries on its activities or is the owner of

assets at any given time;

"Business Day" means a day other than a Saturday or Sunday or public holiday in

the UK;

"Buyer" has the meaning given to it above;

"Buyer's Group Affiliate" means an entity directly or indirectly controlled by

the Buyer or which directly or indirectly controls the Buyer or which is

directly or indirectly controlled by one or several undertakings controlled by

the Buyer, and "control" means 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 "Buyer's Group Affiliates" means all of such affiliates of the

Buyer;

"Clauses" means the clauses of this Agreement;

"Clearance" means the formal confirmation by the European Commission that the

Transactions fulfil the obligations of Group 4 Falck A/S and Securicor plc,

pursuant to their written commitments to the European Commission dated 28 May

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2004, to enter into final binding sale and purchase agreements for the sale of

the Securicor Luxembourg Divestment Business and the UK CIT Divestment Business,

as such terms are defined in the said commitments;

"Company" has the meaning given to it in the recitals above;

"Completion" means completion of the transfer of the Sale Shares in accordance

with Clause 5;

"Completion Statement" means a statement showing the turnover and profit or

loss, for the period from the Last Accounting Date to Completion and the assets

and liabilities of the Company as at Completion in the same format as the

current "monthly reporting pack" produced by the Company in the ordinary course

of its business such Completion Statement being prepared in accordance with

Accounting Methods and Principles and with all available supporting documents;

"Confidentiality Agreement" means the confidentiality agreement dated 2

September 2004 between G4S and Brink's EMEA S.A.S;

"Customers' Accounts" means all customer funds held by the Company immediately

prior to Completion;

"Date of this Agreement" means the date on which this Agreement is signed;

"Disclosure Schedule" means the Seller's disclosures to the warranties and

representations set out in Schedule 2;

"the Dumbarton Road Premises" means the building known as and forming 89

Dumbarton Road, Glasgow as more particularly described in the Dumbarton Road

Lease;

"the Dumbarton Road Lease" means the lease of the Dumbarton Road Premises

registered in the Land Register under Title Number GLA100684;

"Encumbrance" means all liens, sureties, interest, charges, restrictions,

options, promises or third party right or interest;

"G4S plc" means Group 4 Securicor plc;

"Intellectual Property Rights" means trademarks, patents, designs, models and

author's rights and generally all the rights giving their owner the exclusive

rights of use, together with all trading names, registered names, know-how and

processes used by the Company in carrying out its activities;

"the Inverness Premises" means the premises known as and forming Unit 12, Block

2, Lotland Trading Estate, Inverness (otherwise known as 21 Henderson Road,

Inverness) as more particularly described in the Inverness Lease;

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"the Inverness Lease" means the lease between MacGregor Properties Limited and

the Company dated 10 August and registered in the Books of Council and Session

on 10 September both months 2004;

"Last Accounting Date" means 31 December 2003, namely the last accounting

reference date of the Company for which audited accounts have been prepared SAVE

THAT at Completion the final draft unaudited accounts (subject only to a

pensions disclosure note) or, if available, the audited accounts of the Company

for the period to 31 December 2004 will be provided to the Buyer at which point

the Last Accounting Date shall mean 31 December 2004;

"Leasehold Premises" means the Scottish Leasehold Premises, the Edinburgh

Premises and the Manchester Premises;

"Loss" means all losses, costs, expenses, penalties and any other damage of

whatever nature, including all professional and advisory fees;

"Management Accounts" means the last available monthly management accounts of

the Company prior to Completion;

"Material Adverse Change" means any event, fact, deed, action or circumstance of

whatsoever nature which, individually or in the aggregate, (i) fundamentally

affects or endangers the Company, its operation or profitability, such as, but

not limited to, (a) the loss of one or several Material Contracts except if such

loss results from the normal expiry of such Material Contract or the customer's

decision not renew the Material Contract at its expiry date, (b) the loss of the

Vehicles fleet, (c) the loss of the Premises, (d) any material condition imposed

by an administrative or judicial authority with a view to the closing of this

Agreement; or which (ii) fundamentally affects or endangers the due fulfilment

by the Seller of any of its obligations under this Agreement, such as any

insolvency proceedings affecting the Seller; or a material difference of an

adverse nature in the assets or liabilities of the Company as from the Date of

this Agreement to the date of Completion as derived from the draft unaudited or

audited accounts (as the case may be) of the Company for the period ended 31

December 2004 or the Management Accounts;

"Material Contracts" have the meaning given to them in Clause 7.17.2;

"Monitoring Trustee" means the trustee monitoring the compliance of the merging

parties, Group 4 Falck A/S and Securicor plc, with their commitments under the

European Commission's ruling of 28th May 2004;

"Parties" means collectively the Seller and the Buyer and "Party" means one or

other of the aforesaid;

"Purchase Price" means the sum of EUR 2,000,000 (Two Million Euros);

<PAGE>

"RBS Contract" means the contract between the Company and The Royal Bank of

Scotland plc dated 1 July 1996 as amended pursuant to the latest addendum dated

1 September 2004;

"Rented Vehicles" means the vehicles over which the Company has possession by

virtue of leases with or without an option to purchase;

"Sale Shares" means 2 Ordinary Shares of (pound)1 each and 1,900,000 6 per cent

Redeemable Preference Shares of 1 each comprising the whole of the issued share

capital of the Company (a Sale Share being one of the Sale Shares) at

Completion;

"Schedule" means each Schedule to this Agreement, and "Schedules" means all and

every Schedule;

"the Scottish Leasehold Premises" means (1) Yard A; (2) Yard G; (3) the

Inverness Premises; and (4) the Dumbarton Road Premises;

"Seller" has the meaning given to it above;

"Seller's Group Affiliate" means an entity directly or indirectly controlled by

the Seller or which directly or indirectly controls the Seller or which is

directly or indirectly controlled by one or several undertakings controlled by

the Seller, and "control" means 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 "Seller's Group Affiliates" means all of such affiliates of the

Seller;

"Shares" means the Sale Shares;

"Taxes" or "Impositions" means all forms of taxation and statutory,

governmental, state, federal, provincial, local, government or municipal

charges, duties, imposts, contributions or levies for which the Company is

liable under all laws applicable to it, whatever the basis for recovering the

fee or the entity responsible for recovering such fee and generally all

additional amounts imposed with respect to the foregoing, including all

interest, fines, penalties, and other charges relating to it, and including any

transferee or secondary liability in respect of the foregoing (whether by law,

contractual agreement or otherwise);

"Tax Regulations" means all legislation with respect to Taxes as well as any

applicable regulation or other official pronouncement of the applicable rules in

a country having taxing jurisdiction over the Company, as well as any

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international treaty (including directives, regulations or other applicable

treaties in the relevant country), and any other binding authority applicable in

a taxing jurisdiction;

"Transactions" means the sale by the Seller to the Buyer of the Sale Shares

pursuant to this Agreement and the sale by Securicor International BV to Brink's

Luxembourg SA of the whole of the issued share capital of Securicor Luxembourg

SA pursuant to an agreement of even date with this Agreement;

"Transitional Services" means the services (including use of equipment) to be

provided by the Seller or a Seller's Group Affiliate to the Company pursuant to

Clause 8.5.2;

"Vehicles" means the vehicles owned by the Company.

"Yard A" means the yard area located in the Barclay Curle Complex at 739 South

Street, Glasgow known as and forming Yard A;

"Yard A Licence" means the basis upon which the Company occupies Yard A; "Yard

G" means the yard area located in the Barclay Curle Complex at 739 South Street,

Glasgow known as and forming Yard G;

"Yard G Licence" means the basis upon which the Company occupies Yard G.

1.2 Clause and schedule headings do not affect the interpretation of this

agreement.

1.3 A person includes a corporate or unincorporated body.

1.4 Words in the singular include the plural and in the plural include the

singular.

1.5 A reference to one gender includes a reference to the other gender.

1.6 A reference to a statute or statutory provision is a reference to it

as it is in force for the time being taking account of any amendment,

extension, or re-enactment and includes any subordinate legislation

for the time being in force made under it.

SECTION I - SALE AND PURCHASE

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2. SALE AND PURCHASE OF SALE SHARES

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2.1 Subject to the provisions of Clause 6, the Seller agrees to sell to

the Buyer, and the Buyer agrees to purchase from the Seller, the Sale

Shares at Completion.

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2.2 At Completion the Seller owns and will transfer to the Buyer the Sale

Shares with full title guarantee, free of any Encumbrance.

2.3 At Completion, the Buyer will have the retrospective right in respect

of the period following the Last Accounting Date to all dividends,

interim dividends and other distributions payable in respect of the

Sale Shares in respect of the period since the Last Accounting Date

(other than a dividend required in order to ensure that the Company is

cash free in accordance with Clause 2.4), and will benefit from any

subscription and allocation rights attached to the Sale Shares from

this same date.

2.4 At Completion, the Company shall be cash free and shall be free from

inter company loans, bank or other third party loans or finance (save

for lease agreements or finance in the ordinary course of business)

and lines of credit. At Completion the Company shall also be free from

any obligation, including contingent obligations, to the Seller and

any Seller's Group Affiliate, including without limitation any such

obligations to make payment for or repayments of payments received in

respect of Group Relief (as defined in Section 402 Income and

Corporation Taxes Act 1988).

3. PURCHASE PRICE AND CLAW BACKS FROM THE PURCHASE PRICE

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3.1 It has been agreed that the Sale Shares will be transferred to the

Buyer in consideration for a sum equal to the Purchase Price, in other

words, the total sum of EUR 2,000,000 (Two Million Euros).

3.2 On Completion the Buyer shall pay the Purchase Price by means of a

transfer into the following bank account:

Account Name : Group 4 Securicor plc

Account Number : 76962522

Bank : Barclays Bank plc

Fleet Street

London EC4

Sort Code : 20-30-19

SWIFT : BARCGB22

IBAN : GB36BARC20301976962522

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3.3 If the Company is not successful in entering into a new contract with

The Royal Bank of Scotland plc by 31 December 2005 ("the Tender")

(other than as a result of the Company being in breach of the RBS

Contract following Completion), then the Seller shall repay to the

Buyer (upon notice from the Buyer of the Tender being unsuccessful) by

way of a reduction of the Purchase Price:

3.3.1 the sum of (euro)500,000 in the event that the Seller or a

Seller's Group Affiliate should win the Tender;

3.3.2 the sum of (euro)250,000 in the event that the Tender is

awarded to a third party other than a Buyer's Group Affiliate.

4. PRE & POST COMPLETION OBLIGATIONS

---------------------------------

4.1 Notification to Authorities

The Seller shall forthwith after the date of execution of this

Agreement notify this Agreement to the European Commission requesting

Clearance prior to the date of Completion.

4.2 Cash and Coin Inventory

4.2.1 On the Date of Completion, but immediately preceding Completion, a

joint inspection team composed of representatives of the Seller and

the Buyer will, in a process to be jointly agreed prior to Completion

("the Reconciliation Process"), conduct a physical count of the total

cash and coin inventory (to include any overage account) maintained by

the Company and will compare the result of the physical count referred

to in this Clause 4.2.1 (the "Physical Inventory") with sum of all

individual Customers' Account balances announced to the relevant

Customers on the Date of Completion pursuant to Clause 4.2.2 (the

"Administrative Inventory"). Any discrepancy between the Physical

Inventory and the Administrative Inventory will be agreed by the joint

inspection team but no payment will be made by the Buyer to the

Seller, or vice versa, in respect of such discrepancy except in

accordance with Clause 4.2.3.

4.2.2 On the date of Completion, the Company shall inform each of its

customers, where relevant, of its Customer's Account balance and other

inventory held by the Company on behalf of such customer and request

that the customer confirm its Customer Account balance to the Company.

4.2.3 If following completion of the Reconciliation Process there is any

claim by a customer with respect to such customer's account balance as

referred to in Clause 4.2.1, then that claim shall be the sole

responsibility of the Seller. The Seller shall indemnify and hold

harmless the Buyer from and against any liabilities resulting from

such claims by customers, provided, however, that neither the Buyer,

nor the Seller, nor the Company shall settle nor agree to settle or

<PAGE>

compromise any such claim, without the other's consent (which consent

shall not be unreasonably withheld or delayed) In the event of any

such claim by a customer, the Seller shall have full and unrestricted

access to the relevant documents and records of the Company and the

Buyer shall procure that the relevant employees shall provide

reasonable assistance to the Seller in order to investigate the

customer's complaint.

The Seller shall only be liable to indemnify the Buyer under this

Clause 4.2.3 if, and to the extent that, the aggregate of all claims

brought under this Clause 4.2.3 exceeds the amount of any overage

account held by the Company at Completion. The amount of the overage

will be clearly shown in any schedules comprising the Reconciliation

Process on Completion.

4.2.4 In respect of the period prior to Completion, the Buyer shall have no

obligation and no responsibility for the Customers Accounts and the

Seller shall hold the Buyer harmless from all complaints, claims and

suits of customers with respect to such Customer Accounts in respect

of such period.

4.2.5 Any claims made by customers relating to Losses incurred following

Completion will be the sole responsibility of the Buyer.

4.3 Meeting with RBS

Immediately upon receiving permission from the Monitoring Trustee the

Seller shall procure that a meeting takes place, in a process and

manner approved by the Monitoring Trustee, when Fiona Burke shall

introduce the Buyer to The Royal Bank of Scotland plc as the Seller's

favoured purchaser of the Sale Shares.

4.4 Scottish Midland Claim

In the event that the sum of (pound)4,000 to be provided in the

Company's Management Accounts for February as referred to in Schedule

3 is not paid by the Company to Scottish Midland by Completion, any

claim by Scottish Midland in respect of the subject matter of such

provision shall be dealt with in accordance with the provisions of

Clause 4.2.3, notwithstanding such provision.

5. COMPLETION AND POST COMPLETION EVENTS

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5.1 Date and location of Completion

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5.1.1 Subject to the provisions of Clauses 6.1, and 6.2, Completion will

take place within two weeks from the date upon which Clearance is

obtained, such Completion to take place on such date within that

period as the Buyer and Seller agree, or failing such agreement, to

take place on the fourteenth day following the date of such Clearance,

such date being a Business Day or, if such day is not a Business Day,

the first Business Day following the expiry of the fourteen day

period,

5.1.2 Completion will take place at the London offices of Eversheds, or in

any other location agreed to in writing between the Buyer and the

Seller.

5.2 Operation of Completion

5.2.1 At Completion, the Seller shall give to the Buyer:

(a) The share certificates in respect of the Sale Shares;

(b) The statutory registers of the Company showing the transfer of

the Sale Shares;

Directors of the Company;

(d) a duly executed transfer transferring the Sale Shares to the

Buyer; and

(e) the following documents in respect of the Manchester Premises (as

defined in Schedule 1:

(i) Lease (unbound) relating to Unit 1 Littler's Point, Second

Avenue, Trafford Park, Greater Manchester dated 15th October 1998

made between Crankshaft Limited (1) and Konica Business Machines

(UK) Limited (2);

(ii) Agreement for Assignment of Lease relating to Unit 1

Littler's Point, Second Avenue, Trafford Park, Greater Manchester

dated 21st March 2000 made between Konica Business Machines (UK)

Limited (1) and Group 4 Total Security Limited (2);

(iii) Licence to Assign and Deed of Variation dated 28th April

2000 made between Crankshaft Limited (1) Konica Business Machines

(UK) Limited (2) and Group 4 Total Security Limited (3);

(iv) Assignment relating to Unit 1 Littler's Point, Second

Avenue, Trafford Park, Greater Manchester dated 28th April 2000

made between Konica Business Machines (UK) Limited (1) and Group

4 Total Security Limited (2);

(v) Receipted Notice of Assignment dated 4th May 2000;

<PAGE>

(vi) Licence to carry out works relating to Unit 1 Littler's

Point, Trafford Park, Greater Manchester dated 28th April 2000

made between Crankshaft Limited (1) and Group 4 Total Security

Limited (2);

(vii) Licence to carry out works relating to Unit 1 Littler's

Point, Trafford Park, Greater Manchester dated 28th August 2001

made between Crankshaft Limited (1) and Group 4 Total Security

Limited (2);

(viii) Copy letter from Matthews & Goodman Property Advisors to

Group 4 Total Security Limited dated 24 September 2003 regarding

proposed review of lease rent together with receipted copy;

(ix) Copy letter from Matthews & Goodman Property Advisors to

Group 4 Total Security Limited dated 11 February 2004 regarding

proposed review of lease rent; and

(x) Copy invoice from Crankshaft Limited in respect of Service

Charge and Rent from 29 September 2004 - 24 December 2004.

(f) the following documents in respect of the Edinburgh Premises (as

defined in Schedule 1:

(i) Copy Lease between Legal and General Assurance (Pensions

Management) Limited and The Burton Group Public Limited Company

registered in the Books of Council and Session on 16th December

1983;

(ii) Copy Rent Review Memorandum between Legal and General

Assurance Society Limited and The Burton Group Public Limited

registered in the Books of Council and Session on 30th August

1993;

(iii) Copy Minute of Variation between Scottish Metropolitan

Property PLC, The Burton Group Public Limited Company and EDI

(Industrial) Limited registered in the Books of Council and

Session on 24th February 1998;

(iv) Copy Assignation by The Burton Group Public Limited

Company and Burton Group Properties Limited in favour of

Debenhams Retail plc dated 12th December 1997 and registered

in the Books of Council and Session on 15th January 1998;

(v) Copy Assignation by Debenhams Retail plc in favour of

Group 4 Total Security Limited registered in the Books of

Council and Session on 8th September 1998;

<PAGE>

(vi) Copy Letter of Consent to Assignation from McGrigor Donald

on behalf of The Scottish Metropolitan Property plc addressed to

Brodies dated 28th July 1998;

(vii) Copy Letter from McGrigor Donald on behalf of The Scottish

Metropolitan Property plc accepting the terms of EDI (industrial)

Limited's consent to assignation addressed to Shepherd &

Wedderburn dated 28 July 1998;

(viii) Copy Lease betweenThe City of Edinburgh District Council

and Melville, Dundas & Whitson Limited recorded in the Division

of the General Register of Sasines applicable to the County of

Midlothian on 27th February 1980 and also registered in the Books

of Council and Session for preservation execution on 16th July

1982;

(ix) Copy Assignation by Melville, Dundas & Whitson in favour

of Legal and General Assurance (Pensions Management) Limited

recorded in the said Division of the General Register of Sasines

on 9th January 1981;

(x) Copy Minute of Amendment of Lease between The City of

Edinburgh Council and Legal and General Assurance Society Limited

recorded in the said Division of the General Register of Sasines

on 15th December 1992;

(xi) Copy Assignation by Legal and General Assurance Society

Limited in favour of Scottish Metropolitan Property PLC recorded

in the said Division of the General Register of Sasines on 9th

September 1994;

(xii) Copy Letter from CB Richard Ellis addressed to Group Four

Total Security Limited dated 28 May 2004 enclosing copy Schedule

of Dilapidations on behalf of Meadowfield Investments Limited

dated 10th May 2004;

(xiii) Copy Letter from CB Richard Ellis addressed Stephen

Armitage of Dunlop Heywood Lorenz dated 17 December 2004

enclosing copy Schedule of Dilapidations on behalf of Meadowfield

Investments Limited dated 14th December 2004; and

<PAGE>

(xiv) Copy Letter from Stephen Armitage addressed to A McFarlane

of DM Hall & Son dated 24th December 2004.

(g) the following documents in respect of Yard A:

Copy Licence to Occupy between CNC Regis Limited in favour of

Group 4 containing incomplete designation of "the Tenant"

apparently signed on behalf of Group 4 Falck, not witnessed or

signed on behalf of the Landlord. The Licence to Occupy does not

identify the property.

(h) the following documents in respect of Yard G:

Copy Licence to Occupy between CNC Regis Limited in favour of

Group 4 containing incomplete designation of "the Tenant"

apparently signed on behalf of Group 4 Falck, not witnessed or

signed on behalf of the Landlord. The Licence to Occupy does not

identify the property.

(i) the following documents in respect of the Inverness Premises:

Copy Lease comprising Missives of Let by T.S.H. Burns & Son on

behalf of MacGregor Properties Limited addressed to McClure

Naismith on behalf of Group 4 Falck Cash Services UK Limited

registered in the Books of Council and Session on 10th September

2004.

(j) the following documents in respect of the Dumbarton Road

Premises:

(i) Copy Land Certificate Title Number GLA100684;

(ii) Copy Lease between The Corporation of the City of Glasgow

and Factoryguards Limited recorded in the Division of the General

Regality of Glasgow on 6th October 1971;

(iii) Copy letter of intimation addressed to City Estates

Surveyor dated 30th July 1993;

(iv) Copy letter addressed to Bird Semple Fyfe Ireland

acknowledging receipt dated 4th August 1993;

(v) Copy Licence by Group 4 Cash-In-Transit (Scotland) Limited

in favour of The University Court of the University of Glasgow

signed but undated; and

<PAGE>

(vi) Miscellaneous consents as detailed in the Inventory

annexed thereto by Brodies to McClure Naismith dated 13th July

1998.

5.2.2 At Completion the Seller shall provide to the Buyer evidence of:

(a) repayment of, or instructions given to bankers for the repayment

of, the Company's overdraft to Barclays Bank plc; and

(b) discharge of any inter-group liabilities owing to and/or from the

Company, by means of the production of a funds flow chart, a copy

of which will have been shown to the Buyer in advance of

Completion for consultation.

5.2.3 At Completion the Buyer shall transfer the Purchase Price to the

Seller in accordance with Clause 3.2.

5.3 The Seller will provide the Completion Statement to the Buyer within

two weeks of Completion.

5.4 The Buyer and the Seller shall, as from Completion, comply with the

provisions of Schedule 1.

5.5 Following Completion the Company will procure for the Seller the

production of a VAT return in respect of the Company's business

prepared to cover the period since the last filed VAT return and up

until the date of Completion. The Parties acknowledge that such VAT

return can only be prepared with the provision of the Transitional

Services by the Seller.

6. CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE

-----------------------------------------------

6.1 This Agreement, including but not limited to the provisions of Clause

8.3, shall automatically terminate without liability on the part of

the Buyer or the Seller on the earlier of:

6.1.1 the date that a formal decision is given by the European Commission

that Clearance will not be given;

6.1.2 subject to any extension of time agreed between the Buyer and the

Seller, on 30 June 2005 if Clearance has not been obtained by that

date;

6.1.3 the termination of either of the Transactions pursuant to Clause 6.2.

of the relevant sale agreement;

SAVE THAT the confidentiality provisions contained in the Confidentiality

Agreement shall continue in full force and effect.

<PAGE>

6.2 The Buyer and the Seller will have the option upon giving the other

written notice not to purchase or sell (as the case may be) the Sale

Shares if prior to Completion:

(a) there has been a decision from a legal or administrative

authority prohibiting or modifying the acquisition of the Sale

Shares or imposing conditions on the Transactions in such a way

as to make such Transactions materially more onerous or

restrictive;

(b) the Seller or the Buyer (as the case may be) has not complied

with its obligations under this Agreement;

the case may be) contained in this Agreement or the content of

the Schedules are incorrect or incomplete in such a way as to

cause significant detriment to the Buyer or the Seller as the

case may be, save for events having occurred in the ordinary

course of business;

(d) the information contained in the Schedules changes in such a way

as to cause significant detriment to the Buyer or the Seller as

the case may be, other than for reasons within the ordinary

course of business; or

(e) a Material Adverse Change has occurred between the date of this

Agreement and the Date of Completion.

6.3 The Seller and the Buyer shall use all reasonable endeavours (so far

as lies within their respective powers) to procure that Clearance is

obtained as soon as practicable and in any event no later than :

(a) 6pm (CET) on 30th June 2005; or

(b) at such later time and date as may be agreed in writing by the

Seller and the Buyer

6.4 The Buyer and the Seller shall co-operate fully in all actions

necessary to procure the Clearance including, but not limited to, the

provision by all Parties of all information reasonably necessary to

make any notification or filing or as requested by an relevant

authority, keeping all parties informed of the progress of any

notification or filing and providing such assistance as may reasonably

be required.

<PAGE>

Section II - Warranties And Representations

-------------------------------------------

7. WARRANTIES AND REPRESENTATIONS OF THE SELLER

--------------------------------------------

The Seller warrants and represents that at the date of this Agreement as well as

at Completion, the warranties and representations set out in this Clause 7 and

the information set out in the Schedules including the Disclosure Schedule are

true and complete except as qualified by any matter fairly disclosed in the

Disclosure Schedule.

7.1 Capacity of the Seller

7.1.1 The Seller has full capacity to enter into this Agreement, to perform

its obligations under this Agreement and to benefit from the rights

contained herein.

7.1.2 The Seller has not been and is not subject to any reorganisation,

bankruptcy or liquidation procedure and there are no grounds for

making the Seller subject to such procedure.

7.1.3 There exists no consent, authorisation or judicial decision which is

necessary for the Seller to execute and to perform its obligations

under this Agreement and which has not yet been obtained.

7.1.4 This Agreement validly binds the Seller in accordance with its terms.

7.2 Incorporation of the Company

7.2.1 The Company has been duly incorporated and a copy of its current

Memorandum and Articles of Association are attached in Schedule 4.

7.2.2 The Company operates in accordance with the laws and regulations which

are applicable to it. The statutory registers of the Company have been

and are regularly maintained and are true and accurate.

7.3 Share capital

7.3.1 The Seller is the sole shareholder in the Company.

7.3.2 The Sale Shares make up all of the issued share capital of the

Company. The Sale Shares are freely transferable and are the only

moveable financial assets issued by the Company. The Sale Shares have

never been quoted on any regulated or non-regulated stock exchange.

7.3.3 The Sale Shares are free from all Encumbrances.

7.3.4 There is no agreement or contract in respect of the Sale Shares

binding the Seller.

<PAGE>

7.4 Participation - Profit sharing agreements

7.4.1 The Company is not and has never been the owner of any direct or

indirect interest of whatever amount in any subsidiary or any other

company

7.4.2 The Company is not bound nor has it undertaken to be bound by any

contract or agreement seeking to share all or part of its profits with

any third party.

7.5 Accounts

7.5.1 The Accounts of the Company as at the Last Accounting Date, set out in

Schedule 5 or as substituted by the Accounts provided to the Buyer by

the Seller prior to Completion, have been prepared in accordance with

the Accounting Methods and Principles and are in accordance with those

methods and principles used by the Company to date. The Accounts are

true and accurate and give a fair view of the financial situation and

of the assets and liabilities of the Company as at the Last Accounting

Date as well as the operating result for the financial period to which

they relate.

7.5.2 The Management Accounts have been prepared in good faith and with due

diligence in accordance with the same accounting policies adopted in

the preparation of the Accounts and on bases and principles which are

consistent with those used in the preparation of previous management

accounts of the Company.

7.6 Liabilities

7.6.1 All the material liabilities of the Company, whether or not

contingent, are duly reflected in the Accounts and/or the Completion

Statement and are adequately provided for.

7.6.2 The Company has not granted any security, charge, guarantee,

encumbrance or letter of comfort for the performance of contractual

undertakings either by third parties or by the Company or by the

Seller or one of the Seller's Group Affiliates.

7.6.3 The Seller and/or the Seller's Group Affiliates have not given any

security, charge, guarantee, pledge for the performance of any of the

undertakings of the Company.

7.6.4 There exist no material off-balance sheet liabilities other than those

listed in Schedule 6.

<PAGE>

7.7 Personnel and corporate officers of the Company

7.7.1 The list of employees and officers of the Company set out in Schedule

7 contains true and complete details of their age, seniority, and job

title as the case may be, as well as their remuneration (including all

bonuses and benefits in kind).

All amounts due or accrued for all remuneration of any kind relating

to employees and corporate officers, as well as former employees, of

the Company have been calculated and paid in due time in conformity

with their respective contract of employment and with any other

applicable legal and tax rules. The Company has no debt or liability

whatsoever towards the employees.

Except for any increase rendered mandatory pursuant to any collective

agreement or an employment agreement, the Company is under no

obligation to increase the current rates of remuneration or grant any

bonus or any benefit to any of its employees at any future date.

7.7.2 Schedule 8 defines for the Company the applicable collective

agreements and details in respect of the Company and for each distinct

entity:

(a) The collective agreements and the applicable internal agreements;

(b) The systems of remuneration including bonuses, commissions, and

benefits in kind in favour of all personnel or certain categories

of salaried employees;

(d) The customs and practices giving rise to supplementary collective

benefits and those arising out of law or the collective

agreements.

There is no pension, pre-retirement, post-retirement or profit sharing

scheme, life insurance policy, medical insurance scheme or any other

contract for the benefit of any of the Company's employees other than

as set forth in Schedule 9.

7.7.3 Set out in Schedule 10 for the Company are true and complete copies

of:

(a) contracts of employment of all employees;

(b) All undertakings, other than those contained in the agreements

referred to in (a) above, given to employees concerning

supplementary benefits and those provided for by law or

collective agreements in relation to notices, termination of

redundancy payments or other similar undertakings.

<PAGE>

The terms and conditions of the work contracts binding the Company to

its employees comply with the legal and regulatory provisions and the

collective agreements applying to the Company and, consequently, do

not contain any provision contrary to the usual legal dispositions or

customary practices, in particular, but not limited to, any retirement

or departure benefits.

7.7.4 The Company has at all times completely and faithfully complied with

all applicable employment laws, including but not limited to the

statutory requirements relating to trade unions.

7.7.5 The corporate officers or managers of the Company do not benefit from

any employment contract, service contract with the Company or from any

particular benefit given by the Company. Similarly, no corporate agent

has collected any remuneration on behalf of the Company.

7.7.6 Schedule 11 sets out the current litigation in relation to employees

and details the parties who are subject to such proceedings, the

subject-matter of the litigation, the stage of the proceedings, the

sums claimed from the Company as well as the amount of the provision

made in good faith for such proceedings in the Accounts.

The Company is not liable to make any payment to any of its employees

or any former employee for damages or compensation for loss of office

or employment or for redundancy or dismissal.

There are no employee disputes (including without limitation, any

grievances or arbitration) or strikes, existing or - to the best of

the knowledge of Seller - threatened adversely affecting or

potentially affecting the financial situation or operations of the

Company.

7.7.7 All employees are qualified and trained to exercise the activities

they have been employed for and have obtained all the authorisations,

permits and licenses necessary to exercise such activities. These

authorisations, permits and licenses are in full force and effect and

the activities of the Company are carried out in accordance with such

authorisations, permits and licenses.

Schedule 12 contains a complete list of the employee authorisations

and permits.

7.8 Manchester and Edinburgh Premises

<PAGE>

For the purposes of this Clause 7 "Premises" shall mean the Manchester Premises

and the Edinburgh Premises both of which have the meaning as set out In Schedule

7.8.1 The particulars of the Premises shown in Schedule 1 are true, complete

and accurate.

7.8.2 G4TS have a good and m arketable title to the Premises for the estate

or interest stated in Schedule 1.

7.8.3 The title deeds to the Premises are in G4TS's possession free from any

Encumbrance.

Rights enjoyed with the Premises

7.8.4 So far as the Company and G4TS are aware, there are appurtenant to the

Premises all rights and reasonably necessary for its present use and

enjoyment.

7.8.5 The Company is in occupation of the whole of the Premises and no other

person or corporate body other than G4TS has any right (actual or

contingent) to possession or occupation of the Premises, or any

interest in it.

7.8.6 The use of the Premises as stated in the Lease corresponds as to the

use to which it is in fact put,

Matters affecting the Premises

7.8.7 So far as the Company and G4TS are aware, without having made

investigations of any third party or other corporate or statutory body

in relation to the same, the Manchester Premises are not affected by

any of the following matters:

7.8.7.1 any matter which conflicts with the present use of the

Premises, or which would otherwise restrict its continued

possession and enjoyment, for the purposes set out in the

respective leases;

7.8.7.2 any outstanding breach or alleged breach of covenant or

obligation or of any other restriction or condition, or any

dispute or complaint within the three years prior to the date

of this Agreement, whether actual or threatened;

7.8.7.3 any outstanding notice, order, demand, resolution, proposal,

complaint or requirement issued or made, or to the knowledge

of the Company intended to be issued or made, by any local or

other competent authority or body.

<PAGE>

7.8.8 So far as the Company and G4TS are aware, without having made

investigations of any third party or other corporate or statutory body

in relation to the same, there are no closing, demolition or clearance

orders, enforcement notices or stop notices affecting the Premises

nor, to the best of the G4TS's knowledge, information and belief, are

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