(a)        the amount of US$735,000 will be paid to the Seller at the Closing by wire transfer of immediately available funds to the accounts designated in writing by Seller to Buyer prior to Closing.

    (b)        the amount of US$245,000 (“Deferred Payment”) will be paid by the Buyer to the Seller upon the conclusion of a 12 month period commencing at Closing (“Verification Period” and “Deferred Payment Date” accordingly), subject to the satisfaction on or prior to the Deferred Payment Date, of the cumulative conditions as detailed hereunder:

    (i)        At the Closing and during the Verification Period all the representations, warranties and statements included in this Agreement and the Schedules and exhibits thereto are will remain true, accurate and complete in all material respect, without omission of any material fact necessary for such statements to be accurate and not misleading and no discrepancy from any such representations, statements and warranties will have been discovered.

    (ii)        During the Verification Period, no Material Fact or information regarding the Company, any of the Subsidiaries, or their business which would reasonably be expected to have been disclosed to the Buyer in the course of the negotiations towards the signing of this Agreement would be discovered; A Material Fact shall mean a fact that might have a Material Adverse Effect or adversely to affect the Company’s ability to perform its obligations under this Agreement and to consummate the Transactions

    (iii)        During the Verification Period there will not be discovered any Material Change between any undertaking or liability contained in the latter of the Most Recent Financial Statements or the Management Interim Report, as the case may be, and such undertaking or liability as will appear in the Company’s Final Financial Statements. The term “Material Change” shall mean a difference of 10% or more in scope of the relevant liability provided however that such difference is not resulting solely from the adoption of the US GAAP set of accounting principles for such Financial Statements.

    (iv)        During the Verification Period no Indemnified Claims as defined in article 10.3 herein pursuant to Article X shall be discovered or filed.

    (c)        In the event any of the foregoing conditions is not satisfied by the Deferred Payment Date (“Condition Failure”), the Buyer shall have the right to suspend the payment of the Deferred Payment until such Condition Failure is cured by the Seller. If the Condition Failure is not cured by the Seller within 30 days (“Cure Period”) or is incapable of being cured, the parties shall assess the liability imposed on the Company or any Subsidiary arising out of such Condition Failure (“Agreed Liability”) and such Agreed Liability shall be offset against the Deferred Payment and the Purchase Price shall be adjusted accordingly. If the parties shall fail to reach an agreement regarding the Agreed Liability within 45 days following the Cure Period, the assessment of the liability imposed on the Company or any Subsidiary arising out of such Condition Failure shall be made by a final non-appealable resolution of the competent authority under section 11.8, 11.9 and 11.10 as applicable.

    (d)        In the event that as a result of any or all of the Condition Failures the Buyer incurs any Liability or suffers any Losses that in the aggregate exceed the Deferred Payment amount, then any amounts which have been offset by Buyer shall be deemed to be paid on account of such Liability or Losses and the Buyer shall be entitled to any right and remedy available to it under any law to recover such Liability or Losses in excess of the Deferred Payment.

    (e)        The right to receive Liability or Losses from the Deferred Payment shall be an additional remedy available to the Buyer with respect to any breach of any representation, warranty, covenant or other agreement in this Agreement in addition to any right or remedy available under any applicable Law.

    (a)        The Option Agreement between the Buyer and Alex, attached hereto as Schedule 2.1.

    (b)        An Agreement in a form acceptable to the Buyer between ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ Passport Number ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇”), The Company and Blitz Technologies Limited, to the effect that ▇▇▇▇▇ will, as soon as practicable but in any event no later than the Closing Date , assign all of the debts of Blitz Technologies Limited owed to him as set forth in Schedule 3.2(b), to the Company with the result of the Company becoming the sole creditor of such debts.

    (c)        An Agreement in a form acceptable to the Buyer between the Creditors the Buyer and the Debtors, to the effect that the Creditors will, as soon as practicable but in any event no later than the Closing Date, assign the Assigned Debts to the Buyer with the result of the Buyer becoming the sole creditor of the Assigned Debts.

    (d)        An Agreement in a form acceptable to the Buyer between ▇▇▇▇▇, The Company and Asiasoft Solutions (HK) Limited, to the effect that ▇▇▇▇▇ will, as soon as practicable but in any event no later than the Closing Date, transfer (i) all of the issued and outstanding share capital of Asiasoft Solutions (HK) Limited, held by him, to the Company with the result of the Company becoming the sole registered shareholder of Asiasoft Solutions (HK) Limited, and (ii)all of the issued and outstanding share capital of ACME Solutions Limited. held by him in trust for Asiasoft Solutions (HK) Limited, with the result of Asiasoft Solutions (HK) Limited., becoming the sole registered shareholder of ACME Solutions Limited.

    (e)        Resolution of the Board of Directors and the Shareholder Meeting of Asiasoft Solutions (HK) Limited approving the transfer of all of Asiasoft Solutions (HK) Limited’s holding in ACME Solutions Ltd. to the Company and the winding up of Asiasoft Solutions (HK) Limited;

    (f)        An Agreement in a form acceptable to the Buyer between ▇▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“▇▇▇. ▇▇▇▇ ▇▇▇▇▇ “), Hong Kong Passport Number ▇▇▇▇▇▇▇(▇), the Company and Blitz Technologies Limited., to the effect that ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ will, as soon as practicable but in any event no later than the Closing Date, transfer all of the issued and outstanding share capital of Blitz Technologies Limited., held by her, to the Company with the result of the Company becoming the sole registered shareholder of Blitz Technologies Limited.

    (g)        Resolution of the Board of Directors and the Shareholder Meeting of Blitz Technologies Limited approving such Subsidiary’s winding up;

    (h)        An Agreement, in a form acceptable to the Buyer, between PC Asia Nominees Limited, The Company and Asiasoft System (China) Limited to the effect that PC Asia Nominees Limited will, as soon as practicable but in any event no later than the Closing Date, transfer all of the issued and outstanding share capital of Asiasoft System (China) Limited held by it in trust for the Company with the result of the Company becoming the sole registered shareholder of Asiasoft System (China) Limited.

    (i)        Resolution of the Board of Directors and the Shareholder Meeting of Asiasoft Systems (China) Limited approving the transfer of all of Asiasoft Systems (China) Limited’s holding in Shanghai Asiasoft Ltd. to the Company and the winding up of Asiasoft Systems (China) Limited;

    (j)        An Agreement in a form acceptable to the Buyer between ▇▇▇▇▇, the Company and Asiasoft Solutions (GZ) Ltd. to the effect that ▇▇▇▇▇ will, as soon as practicable but in any event no later than the Closing Date, transfer all of the issued and outstanding share capital of Asiasoft Solutions (GZ) Ltd. held by him in trust and/or by ownership, to the Company with the result of the Company being the registered shareholder of Asiasoft Solutions (GZ) Ltd.

    (k)        An agreement in a form acceptable to the Buyer, between Asiasoft Systems (China) Ltd., Shanghai Asiasoft Ltd., and MingZhong (including all its successors in title), for the purchase by Asiasoft Systems (China) Ltd. of MingZhongs’s holdings (including holdings of all of its successors in title) in Shanghai Asiasoft Ltd., the termination of the Cooperative Contract between MingZhong ( including all its successors in title) and Shanghai Asiasoft Ltd. and the amendment of the Articles of Incorporation of Shanghai Asiasoft Ltd., accordingly.

    (l)        An agreement in a form acceptable to the Buyer, between Bizoft Technologies Co. Ltd. and Asiasoft Solutions (GZ) Limited in which Bizsoft Technologies Co. Ltd. shall transfer all of its Employees to Asiasoft Solutions(GZ) Limited.

    (m)        Employment agreement between the Company and Alex as attached hereto as Schedule  3.2(m).

    (n)        Employment agreement in a form acceptable to the Buyer, between the Asiasoft Solutions (GZ) Ltd. and ▇▇▇▇▇.

    (o)        Duly executed Waiver and Release letters, substantially in the form annexed to this Agreement as Exhibit 3.2(o) signed by the Company and all Related Parties to the effect that, no Related Party are owed any amounts whatsoever by the Company or any Subsidiary, including but not limited to by way of dividends, salary, shareholders’ loan, consultancy fee, or director’s fees, and waiving and rescinding any and all amounts owed to them by the Company or any Subsidiary.

    (p)        No later than 7 days following the Signing, the Buyer will have received, to its full satisfaction, (i) the Management Interim Report together with a statement signed by Alex in his capacity as Chief Executive Officer of the Company that, to his best knowledge, the Management Interim Report fairly presents the financial condition of the Company and the Subsidiaries as of May 31, 2007, and the results of operation for the five (5) month period then ended; and (ii) a detailed account receivable report regarding the Company and the Subsidiaries updated and to and including all accounts receivable up and until May 31, 2007;.

    (a)        The Company is a limited company duly organized and validly existing under the Laws of Singapore. The Company has all requisite corporate power and authority to own, lease, operate and transfer its assets, and to carry on the Business as now being conducted. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where its ownership or operation of assets or its conduct of the Business requires such qualification, which jurisdictions are listed on Schedule 4.5(a) 1. Schedule 4.5(a)2 contains a full list of all equity interest including shares and options held by the Company (“Equity Interest”) together with a detailed capital structure of each and every entity in which the Company holds such Equity Interest shares or other equity interest in any corporation (companies listed in Schedule 4.5(a)2 shall be referred herein as “Subsidiaries”).

    (b)        Each Subsidiary is duly organized and validly existing under the Laws of the jurisdiction of its organization. Each Subsidiary has all requisite corporate power and authority to own, lease, operate and transfer its assets, and to carry on the Business it conducts as now being conducted. Each Subsidiary is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where its ownership or operation of assets or the conduct of its business requires such qualification, which jurisdictions are listed on Schedule 4.5(b)

    (c)        The total issued capital stock of the Company consists of 100 ordinary shares. Except as expressly set forth herein there are no preemptive or other outstanding rights, options, warrants, conversion rights or agreements or commitments under which the Company is obligated to issue or sell any Equity Securities or any securities or obligations convertible into or exchangeable for, or giving any person a right to subscribe for or acquire from the Company, any Equity Securities.

    (d)        There are no preemptive or other outstanding rights, options, warrants, conversion rights or agreements or commitments under which, to Shareholders’ knowledge, any other person is obligated to sell Equity Securities or any securities or obligations convertible into or exchangeable for, or giving any person a right to subscribe for or acquire any Equity Securities and to Shareholders’ knowledge, no securities or obligations evidencing such rights are outstanding.

    (e)        The Company and the Shareholders have heretofore provided or otherwise made available to Buyer true, correct and complete copies of the Memorandum of Association, articles of association (including all amendments to date), register of shareholders, and copies of all minutes and resolutions of all meetings of the Board of Directors, of any committee thereof and of the general meeting of the Company and the Subsidiaries.

    (f)        Schedule 4.5(f) states the names and titles of each officer and the name of each director of (i) the Company and of (ii) each Subsidiary (as to each, an “Officer” or “Director”, respectively).

    (a)        Each Shareholder has good and marketable title, free of all Encumbrances, except for restrictions under applicable securities Laws and the Buyer acquires hereunder good and marketable title, free of all Encumbrances in such Securities.

    (b)        The Company and/or the Subsidiaries have, free and clear of all Encumbrances good and marketable title to, or the right to use, all tangible property (including real property) used, or owned or leased and useful in, the Business or its products or services.

    (a)        A copy of the Company’s signed unaudited consolidated Financial Statements as at December 31, 2006 and for the fiscal year then ended as presented during the financial due diligence to the Buyer is attached as Schedule 4.7(a) hereto (the “Most Recent Financial Statements”). The Most Recent Financial Statements have been prepared in accordance with Singapore Accounting Standards, and present fairly the financial condition of the Company and its Subsidiaries as of such date and the results of operations for the fiscal year then ended. The Most Recent Financial Statements were not affected by any extraordinary or non recurring item except as specified therein.

    (b)        A copy of the Company’s signed unaudited consolidated Financial Statements as at May 31, 2007 and for the four months then ended is attached as Schedule 4.7(b) hereto (the “Management Interim Report”). The Management Interim Report have been prepared in accordance with Singapore Accounting Standards, and present fairly the financial condition of the Company and its Subsidiaries as of such date and the results of operations for the four months then ended. The Management Interim Report was not affected by any extraordinary or non recurring item except as specified therein.

    (c)        After Closing the Buyer shall prepare the following Financial Statements (jointly the “Final Financial Statements”):

    (i)        The Company’s audited consolidated Financial Statements as at December 31, and 2006 and for the fiscal year then ended. The said Financial Statements shall be prepared in accordance with US GAAP, and present fairly the financial condition of the Company and its Subsidiaries as of such date and the results of operations for the fiscal years then ended.

    (ii)        the Company’s reviewed Financial Statements as at June 30 2007, and for the six months then ended. The said Financial Statements shall be prepared in accordance with US GAAP, and present fairly the financial condition of the Company and its Subsidiaries as of such date and the results of operations for the six months then ended.

    (d)        All proper and necessary books of account and accounting records have been maintained by the Company, are in its possession and contain accurate information, and have been kept in a manner that enables the Company to prepare its Financial Statements in accordance with Singapore accounting Standards.

    (e)        Except as set forth in the Most Recent Financial Statements and the Management Interim Report, the Company has no liabilities or obligations of any type or nature whatsoever, whether due or to become due or whether actual, contingent or otherwise, other than liabilities and obligations reflected on the Most Recent Financial Statements and the Management Interim Report or with respect to liabilities or obligations incurred or assumed by the Company subsequent to January 1, 2007.

    (a)       The Most Recent Financial Statements contain a true, correct and complete description of: (i) all material equipment, computer equipment and hardware, furniture, fixtures, vehicles, machinery, apparatus, media, tools, appliances, implements, supplies and other tangible personal property which are in a good state of repair and condition, ordinary wear and tear excepted, which is needed for the conduct of the Business.

    (b)       The Most Recent Financial Statements contain a true, correct and complete description, by category and volume level as of December 31, 2006, of all of the Business’ inventories of (i) Products, (ii)  computer program code (in all media) and materials, and (iii) program documentation, including user materials. All of such inventories have been costed and valued and presented in the Most Recent Financial Statements. All of such inventories of Products, materials, stores and supplies are usable for their intended purpose.

    (a)        The Intellectual Property (as defined below) of the Company or any Subsidiary is listed in Schedule 4.12 attached hereto. The Company and any Subsidiary own and have developed, or have obtained the right to use, free and clear of all liens, claims and restrictions, all patents, trademarks, service marks, trade names and copyrights, and applications, licenses and rights with respect to the foregoing, and all trade secrets, including know-how, inventions, designs, processes, works of authorship, computer programs and technical data and information (collectively herein “Intellectual Property”) used and sufficient for use in the conduct of its business as now conducted and as currently proposed to be conducted, without infringing upon or violating any right, lien, or claim of others, including without limitation the Shareholders or past and present Employees and employers of the Company or any Subsidiary. Neither the Company nor any Subsidiary is obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or as proposed to be conducted or otherwise.

    (b)        To the best knowledge of the Company and the Shareholders, after diligent inquiry, the Intellectual Property detailed in Schedule 4.12 does not infringe upon or violate any right, lien, or claim of others, including without limitation the Shareholders or past and present Employees and members of the Shareholders or the Company.

    (c)        Except in connection with “off-the-shelf-products”, neither the Company nor any Subsidiary is obligated or under any liability whatsoever to make any material payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of the Business.

    (d)        Any and all Intellectual Property of any kind which has been developed, or is currently being developed by any Employee or consultant of the Company or any Subsidiary shall be the property solely of the Company or such Subsidiary, as the case may be.

    (e)        The Company and the Subsidiaries have taken security measures to protect the secrecy and confidentiality of all the Intellectual Property detailed on Schedule 4.12, which measures are reasonable and customary in the industry in which the Company or the Subsidiaries operate.

    (f)        The Shareholders and each of the Company’s or any Subsidiary’s’ Employees and consultants have entered (or will before the Closing enter) into written agreements with the Company or the relevant Subsidiary, as applicable, assigning to the Company or the relevant Subsidiary all rights in Intellectual Property set forth in Schedule 4.12 developed in the course of their employment by, or provision of services to, the Company or the relevant Subsidiary and each of the Company’s and the relevant Subsidiary’s Employees and other persons who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed the Intellectual Property set forth in Schedule 4.12, or who has knowledge of or access to information about the Intellectual Property set forth in Schedule 4.12, including (without limitation) the Shareholders have entered into a written non-disclosure or intellectual property assignment agreement with the Company or with any Subsidiary, as the case may be. True and correct copies of all such assignments have been provided to the Buyer.

    (g)        The Company has not received any communications alleging that the Company or any Subsidiary has violated or by conducting the Business, would violate, any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

    (h)        Neither the Shareholders nor, to the best knowledge of the Company and the Shareholders, any of the Company’s or of any of the Subsidiary’s Employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of the Shareholders’ or such Employee’s best efforts to promote the interests of the Company or any Subsidiary pursuant to such Shareholder or such Employee’s employment agreement, as the case may be, or that would conflict with the Company’s or any Subsidiary’s Business.

    (i)        Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of the Subsidiary’s Business by the Employees of the Company or of any of the Subsidiaries, as the case may be, nor the conduct of the Company’s or any Subsidiary’s Business, will, to the knowledge of the Company and the Shareholders (which knowledge qualification shall not apply to the extent that this representation relates to such Shareholder) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which either such Shareholder or any of such Employees is now obligated.

    (j)        It is not currently and the Company does not at this time have any knowledge that would indicate that it will become, necessary to utilize any inventions of any of the Shareholders or the Company’s or any Subsidiary’s Employees (or people the Company or any Subsidiary currently intend to hire) made prior to their employment by the Company or the relevant Subsidiary and which were not made on behalf of the Company or the relevant Subsidiary. For the removal of doubt, by executing this Agreement, each Shareholder, and each person signing on behalf of the Shareholder, confirms and approves that any and all developments or other activities made in connection with the Intellectual Property by each of such persons prior to the incorporation of the Company or the relevant Subsidiary or such individual employment with the Company, was made for the benefit of the Company.

    (a)        (a) The term ” Company Contracts” means the following:

    (i)        all Licenses as listed on Schedule 4.14(a)(i) (the “Licenses”);

    (ii)        all Major Software Contracts as listed on Schedule 4.14(a)(ii) (the “Software Contracts”). The term Major Software Contract shall mean a contract according to which any of the Company or any Subsidiary (each, an “Entity”) paid, may pay or collected or may collect in the aggregate 5% or more of such Entity’s turnover during either 2006 or from January 1st 2007 till the date hereof;

    (iii)        all Major Maintenance Contracts as listed on Schedule 4.14(a)(iii) (the “Maintenance Contracts ”). The term Major Maintenance Contract shall mean a maintenance contract according to which any Entity paid, may pay or collected or may collect in the aggregate 5% or more of such Entity’s turnover during either 2006 or from January 1st 2007 till the date hereof;

    (iv)        all leases and subleases of real property premises, as listed on Schedule 4.14(a)(iv) (the “Leases”);

    (v)        all unfilled sales orders (including all backlog) of the Business, as of the date hereof, as listed on Schedule 4.14(a)(v);

    (vi)        all distribution agreements and re-sale agreements to which the Company or a Subsidiary is a party and which are in effect as of the date hereof;

    (vii)        all joint ventures or other contracts or commitments providing for payments based in any manner on the revenues or profits of the Company, a Subsidiary or the Business, which are in effect as of the date hereof.

    (b)        The Company and the Shareholders have made available to Buyer true and complete copies of each Company Contract that is in written form, and true and complete written summaries of each Company Contract that is oral.

    (c)        There are no other agreements, contracts, subcontracts, leases and subleases of personal property, arrangements, commitments, licenses and sublicenses to which the Company or a Subsidiary is a party as of the date hereof, and which is in effect as of the date hereof, pursuant to which the Company or a Subsidiary is obligated to make payments or entitled to receive payments, in excess of $50,000, whether written or oral.

    (d)        Each of the Company Contracts constitutes the valid and legally binding obligation of the Company or a Subsidiary and, to Shareholders’ knowledge, of the other parties thereto, and is enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and equitable principles limiting the availability of equitable remedies.

    (e)        Each of the Company Contracts (as the same may be amended, restated, supplemented or otherwise modified by any other Company Contract, and when taken together with any other Company Contract covering the subject thereof) constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof.

    (f)        No act or omission has occurred or failed to occur that has not been either cured or waived which, with the giving of notice, the lapse of time or both would (i) constitute a default under any of the Company Contracts by the Company or any Subsidiary or, to Sellers’ knowledge, the other party thereto, or (ii) permit termination, modification or acceleration thereunder by the Company or any Subsidiary or, to Sellers’ knowledge, the other party thereto, and each of the Company Contracts is in full force and effect.

    (g)        None of the Company Contracts requires consent or waiver in connection with consummation of the Transaction.

    (a)        Except as set forth on Schedule 4.17(a), all Tax Returns, if any, required to be filed by the Company or any Subsidiary on or before the date of the signature of this Agreement, have been filed with the appropriate governmental agencies and taxing authorities with which such reports are required to be filed and such Tax Returns are true and accurate and all Tax liabilities based on such Tax Returns have been paid by the Company or the applicable Subsidiary in a full and timely fashion (after giving effect to any extensions to which the Company has been granted or to which it is entitled by law) or the Company has properly accrued, on the Most Recent Financial Statements, a provision for the payment of all Taxes due or claimed to be due for which the Company or such Subsidiary otherwise is or may be liable. Neither the Company nor any Subsidiary has exercised a waiver which is still in effect extending the statute of limitations for any year for any Taxes.

    (b)        The Company, and each Subsidiary, has complied with all Laws relating to the payment and withholding of Taxes and has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any Employee, independent contractor or other person;

    (c)        Neither the Company nor any Subsidiary is bound by any agreement (either with any person or any taxing authority) with respect to Taxes.

    (d)        No audit or other administrative or court proceedings are pending with respect to Taxes of the Company or any of its Subsidiaries and no written notice thereof has been received; and no issue has been raised by any taxing authority in any presently pending or prior audit that would reasonably be expected to generate a material liability for the Company.

    (e)        No Claim has been made by a taxing authority that is still pending in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation in that jurisdiction.

    (f)        No Claim has been made by a Taxing authority in a jurisdiction where any Subsidiary does not file Tax returns that such Subsidiary is or may be subject to taxation in that jurisdiction.

    (g)        The Seller, to the exclusion of Buyer, is responsible for any Taxes incurred by the Company arising from the Transaction itself.

    (a)        Neither the Company nor any Subsidiary is a party to or bound by any (i) collective bargaining agreements or other contracts or commitments to or with any labor unions or other Employee representatives, groups of Employees, works councils or the like, or (ii) any employment contracts or other contracts, agreements or commitments to or with individual current or former Employees, consultants or agents that are still in effect, whether written or oral.

    (b)        (i) During the three-year period preceding the date hereof, neither the Company nor any Subsidiary has experienced any strikes, slowdowns or similar action by its Employees; (ii) neither the Company nor any Subsidiary has any knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to the Employees of the Company or any Subsidiary; (iii) there are no Claims currently pending or, to Shareholders’ knowledge, threatened, against the Company or any Subsidiary alleging the violation of any Laws relating to employment, equal employment opportunity, nondiscrimination, wages, hours, benefits, collective bargaining, payments to the National Insurance Institute, or any other Claim whatsoever, whether based in tort, contract or Law, arising out of or relating in any way to a person’s employment (actual or alleged), application for employment or termination of employment with the Company or any Subsidiary; and (iv) each Employee is signed on a standard employment contract in the form that has been provided to Buyer.

    (a)        There are no (i) Employee benefit plans that are in effect as of the date hereof and which the Company or any of its Subsidiaries sponsors, maintains, or to which contributions are made, or for which obligations are incurred, for the benefit of Employees of the Company or any of its Subsidiaries; and (ii) any Employee benefit plans or indebtednesses that are not in effect as of the date hereof and which in the past the Company or any of its Subsidiaries has sponsored, maintained, or to which contributions were made, or for which obligations were incurred, for the benefit of Employees of the Company or any of its Subsidiaries, and with respect for which there is as of the date hereof any unpaid material liability; including any profit-sharing, deferred compensation, bonus, share option, share purchase, pension, retainer, consulting, retirement, social security, severance, welfare or incentive plan, agreement or arrangement, or any other social benefit indebtednesses including payment for extra hours. The plans, agreements and arrangements described in this Section 4.19 are collectively referred to as “Benefit Arrangements.” Other than immaterial amounts, all contributions (including all employer contributions and Employee salary reduction contributions) that are due have been paid or accrued to each Benefit Arrangement.

    (b)        The provision made for severance pay that may be owing the Company’s or any of its Subsidiaries’ Employees in the Most Recent Financial Statements is adequate to cover the amount that would have been owing them had they all become entitled to severance pay on the date of the Most Recent Financial Statements.

    (c)        No person who provides services to the Company or any of its Subsidiaries as a consultant or independent contractor would reasonably be expected to be classified as an Employee by the applicable Governmental Entity for purposes of applicable labor laws.

    (d)        The consummation of the Transaction will not in and of itself entitle any person to severance pay, and will not accelerate the time of payment or vesting, or increase the amount of compensation due to any person, including under any Benefits Arrangement.

    (a)        any material adverse change in the assets, liabilities, condition (financial or otherwise), business or operations of the Company or any Subsidiary from that reflected in the Most Recent Financial Statements;

    (b)        any damage, destruction or loss, whether or not covered by insurance;

    (c)        any waiver by the Company or any Subsidiary of a right material to the condition (financial or otherwise) or the business of the Company and its Subsidiaries taken as a whole or operations and activities of the Company and its Subsidiaries taken as a whole;

    (d)        any material change or amendment to a material contract or arrangement by or under which the Company or any Subsidiary or any of their respective assets or properties is bound or subject;

    (e)        any rescission, cancellation, settlement, modification or other compromise of any accounts receivable, any indebtedness due thereunder or any guarantee or repurchase obligation related thereto, other than in the ordinary course;

    (f)        any material change in any compensation arrangement or agreement with any Employee of the Company or any of its Subsidiaries;

    (g)        any loans made by the Company or any Subsidiary to their respective Employees, officers or directors other than travel related advances made in the ordinary course of business;

    (h)        any agreement to guarantee the performance or indebtedness of any third-party or to provide indemnification to any third-party, except for a guarantee or indemnification made in the ordinary course or the guarantee or indemnification made by the Company for the benefit of, or on behalf of, a Subsidiary;

    (i)        any sale, transfer or lease of, nor the assumption or imposition nor the satisfaction, discharge or settlement of any mortgage, pledge, lien, encumbrance or hypothecation on or over or from, any of the Company’s or any Subsidiary’s assets, properties or business, except in the ordinary course of the business of the Company or each Subsidiary;

    (j)        any change in the accounting methods or accounting principles or practices employed by the Company or any of its Subsidiaries, except as required by Law or US GAAP; nor

    (k)        any other event or condition of any character that would reasonably be expected to have a Material Adverse Effect.

    (a)        amend or propose to amend its articles of association;

    (b)        authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any shares of any class or any other securities or equity equivalents of the Company (except for the issuance of shares as a result of the exercise or conversion of any warrants, options or other convertible securities outstanding as of the date hereof; provided that  notice of such issuance is given to Buyer within three business days thereafter), or amend any of the terms of any such securities or agreements outstanding as of the date hereof;

    (c)        split, combine or reclassify any shares, declare, set aside or pay any dividend or other distribution (whether in cash, shares, or property or any combination thereof) other than ordinary course payments or transfers, including distributions from a Subsidiary to the Company, in respect of its securities, or redeem, repurchase or otherwise acquire any of its securities or any securities of the Subsidiaries;

    (d)        (i) incur any indebtedness for borrowed money (other than trade payables incurred in the ordinary course of business) or issue any debt securities or assume, guarantee or endorse the obligations of any other person (except that the Company may guarantee or endorse obligations of any of the Subsidiaries in the ordinary course of business); (ii) make any loans, advances (other than travel and other business advances to Employees, and the extension of trade credit, all made in the ordinary course of business); (ii) make any loans, advances or capital contributions to, or investments in any other person, (other than investments in mutual funds or public companies made in connection with treasury cash management policies in the ordinary course of business); (iii) pledge or otherwise encumber shares of the Company or any of the Subsidiaries; or (iv) mortgage or pledge any of its assets, tangible or intangible, or create or knowingly suffer to exist any Encumbrance thereupon, except Permitted Encumbrances;

    (e)        Enter into, adopt or (except as may be required by Law) amend or terminate any bonus, profit sharing, compensation, severance, termination, share option, share appreciation right, performance unit, share equivalent, share purchase, pension, retirement, deferred compensation, employment, severance or other Employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director or other officer or Employee, increase in any manner the compensation or benefits of any director or other officer or Employee or (except in accordance with the terms of any employment agreement with such Employee or any Benefit Arrangement existing as of the date of this Agreement) pay any benefit not required by any plan or arrangement as in effect as of the date hereof (including the granting of share options or share appreciation rights);

    (f)        acquire, sell, lease or dispose of any assets outside the ordinary course, or enter into any contract, agreement, commitment or transaction outside the ordinary course;

    (g)        change any of the accounting principles or practices used by it, except as required by Law or US GAAP and provided that notice of such change is given to Buyer;

    (h)        (i) acquire (by merger, consolidation, or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof; (ii) authorize any new capital expenditure which individually or in the aggregate is in excess of individually US$5,000 or in the aggregate US$10,000; or (iii) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoing;

    (i)        settle or compromise any Tax Liability or waive or extend the statute of limitations in respect of any Taxes;

    (j)        settle, pay, forgive, waive, discharge or satisfy any Claims, Liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course or in accordance with their terms in effect on the date hereof with respect to Liabilities reflected or reserved against in the Most Recent Financial Statements or incurred in the ordinary course since January 1, 2007, ; provided that the Company will notify Buyer of any settlement, payment, forgiveness, waiver, discharge or satisfaction of any Liabilities not reflected or reserved against in the Most Recent Financial Statements or the Most Recent Financial Statements.

    (k)        enter into any contract, agreement or understanding that would, if in existence on the date hereof, constitute a Company Contract, or amend, modify, renegotiate, renew, extend or terminate any Company Contract, in each case except in the ordinary course;

    (l)        take, or agree in writing or otherwise to take, any of the actions prohibited in this Section 6.2 or any action that would (i) make any of the representations or warranties of Sellers contained herein that are qualified by materiality or Material Adverse Effect to be untrue or incorrect, or (ii) make any other representation or warranty of Seller contained herein to be untrue or incorrect in any material respect, or (iii) result in any of the conditions set forth in Article VII not being satisfied.

    (a)        During the Restricted Period (as defined below), the Shareholders and their Affiliates will treat as confidential and will safeguard any and all information, knowledge in their possession and data in their possession which is owned by the Company classified by the Company as confidential (the “Company Confidential Information”), in each case by using the same degree of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, knowledge and data as Shareholders use with respect to their own confidential and proprietary information. Nothing contained in this Section will in any way restrict or impair the right of the Shareholders or their Affiliates to use, disclose or otherwise deal with information of the Company which: (i) is or becomes a matter of public knowledge through no fault of the Shareholder or its agents or representatives; (ii)  can be shown by written record already to have been in the Shareholder’s possession at the time of disclosure of the information to the Shareholder, and was not acquired, directly or indirectly, by breach of any obligation of confidentiality to the Company or to any other person; (iii) is rightfully received by that Shareholder from a person having no duty of confidentiality to the Company or any other person or (v) can be shown by written record to have been independently developed by the Shareholder; provided, however, that nothing in this Section 6.4 will give the Shareholders the right to use, disclose or otherwise deal with the Company Confidential Information solely by reason of or incidental to the Shareholders’ ownership or prior ownership of the Company. For the purpose of this Section 6.4(a), the “Restricted Period” shall begin on the date of this Agreement and shall continue (i) perpetually with respect to the Company’s computer program source code; and (ii) until the lapse of two years from the date of this Agreement with respect to all other Company Confidential Information. If this Agreement is terminated prior to Closing, this Section 6.4 shall be null and void and of no force or effect.

    (b)        Except as permitted by Section 6.5, as required for the performance of this Agreement or as expressly permitted in this Section 6.4(b), no party will disclose or reveal to any other person, except such party’s investment banking, legal, accounting representatives or other advisors, any information relating to the Transaction. Notwithstanding the foregoing or any other provision of this Agreement, each party to this Agreement (and each Employee, representative, or other agent of the party) may disclose to any and all persons, without limitation of any kind, any information of any kind as required by Law or necessary to defend or enforce its respective rights under this Agreement or any related agreements.

    (a)        During the period from the date hereof to Closing and for a period of three years after Closing-provided, that if this Agreement is terminated pursuant to Section  9.1, this Section  6.9(a) shall be of no force or effect each Shareholder will not engage, either directly or indirectly through any of its Affiliates, whether as owner, principal, shareholder, Employee, consultant or in any other capacity, in any business that may be reasonably considered as competing with the Business anywhere in the world, except as a customer or authorized distributor of Buyer, or for the benefit of Buyer or otherwise with Buyer’s consent (which may be withheld in Buyer’s sole discretion). Shareholders acknowledge and agree that the current market for the products and services developed, marketed or distributed by the Company and the Subsidiaries, extends throughout the entire world and that it is therefore reasonable to prohibit them from competing with Buyer in such business anywhere in the world.

    (b)        During the period from the date hereof to Closing and for a period of 2 years after Closing-provided, that if this Agreement is terminated pursuant to Section 9.1, this Section 6.9(b) shall be of no force or effect- without the prior written consent of Buyer, no Shareholder nor any Affiliate of a Shareholder will:

    (i)               induce or encourage any Employee, with the knowledge that such person is an Employee, to discontinue, cancel or refrain from any employment, consulting or similar relationship with the Company or any Subsidiary;

    (ii)        hire an Employee (or any person who was an Employee at any time during the period of three months prior to such attempted hiring) or retain an Employee (or any person who was an Employee at any time during the period of three months prior to such retention), in each case with the knowledge that such person is or was an Employee during such period, as a consultant or other advisor.

    (iii)        The limitations in this Section will not apply to inducement, encouragement, hiring or retention of an Employee (or of a person who was an Employee at any time during the period of three months prior to such retention) if such inducement, encouragement, hiring or retention resulted from a general solicitation or engagement of a recruitment firm outside the jurisdiction of the Company or of the Subsidiary by which the Employee was employed, as the case may be, for a non-targeted search.

    (c)        If any Governmental Entity of competent jurisdiction determines that the restrictive covenant contained in this Section, or any part thereof, is invalid or unenforceable for any reason, the remainder of the restrictive covenant will not thereby be affected and will be given full force and effect, without regard to the invalid portion or portions. If any such Governmental Entity determines that the restrictive covenant contained in this Section, or any part thereof, is unenforceable because of the duration or scope of such covenant, such Governmental Entity will have the power to reduce such duration or scope and, in its reduced form, such covenant will then be enforceable and will be given full force and effect.

    (d)        Shareholders acknowledge and agree that the provisions of this Section 6.9, as they apply to each of them, are reasonable and supported by adequate consideration, that Buyer would not have entered into this Agreement without having received the benefit thereof, that the value of the Shares being purchased hereunder would be substantially diminished without the protections afforded Buyer thereby, and that any breach thereof would result in substantial and irreparable harm to Buyer and its Affiliates and, therefore, that Buyer will be entitled to seek an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of their other legal and equitable remedies, including the remedies provided by Article X.

    (a)        Receipt of Required Approvals. Seller will have obtained and delivered to Buyer all required approvals in form and substance reasonably acceptable to Buyer.

    (b)        No Investigations, injunctions, etc. No Governmental Entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, or judgment, decree, injunction or other order that is in effect on the Closing Date and prohibits or prevents Closing or the consummation of the Transaction, nor initiated any investigation that is ongoing pursuant to which such order would reasonably be expected to issue.

    (c)        Representations and Warranties. The representations and warranties of the Shareholders and the Company contained herein that are qualified by materiality or Material Adverse Effect shall be true and correct, and all other representations and warranties of the Shareholders and Company contained herein shall be true and correct in all material respects, as of the date hereof and at and as of Closing as if made on and as of Closing, and Buyer will have received a Compliance Certificate, executed by the Seller, to such effect dated the Closing Date in the form attached hereto as Exhibit 8.2(c).

    (d)        No Material Adverse Effect. No circumstance has occurred constituting a Material Adverse Effect between the signing of this Agreement and the Closing.

    (e)        Deliveries Relating to Share Transfers. The following will have been delivered to Buyer:

    (i)               Duly signed instruments of transfer of shares from PC Holdings to Buyer in the form attached hereto as Exhibit 8.2(e)(i);

    (ii)        Duly signed resolution of the Board of Directors of the Company approving the transfer of the Shares and the granting of the Option to Buyer (if necessary);

    (iii)        Duly signed waivers, consents and approvals as required, if any, in order to give effect to the Option Agreement;

    (iv)        A copy of the Register of Members of the Company, certified as accurate by counsel for the Company, showing Buyer as a shareholder of 51% of the issued and outstanding share capital of the Company;

    (v)        A share certificate representing the PC Holdings Shares in the name of Buyer and a statement signed by the Secretary of the Company that all share certificates previously held by Seller has been surrendered to the Company and cancelled; and

    (vi)        The submission to the Accounting and Corporate Regulatory Authority of Singapore indicating transfer of the Shares previously held by PC Holdings to Buyer, signed by the relevant authorized officer of the Company and otherwise ready for submission;

    (f)        The Buyer has received a copy of a duly signed resolution of the shareholders of the Company approving and adopting the amended Articles of Association of the Company, to a form acceptable to the Buyer. Such Amended Articles shall provide that immediately following the Closing, the board of directors of the Company will consist of three (3) members. Two (2) directors shall be appointed by the Buyer and one (1) director shall be appointed by Alex.

    (g)        The Buyer has received duly executed resignations of the Directors and other Officers of the Company and a signed waiver of all such resigning Directors and Officers, substantially in the form annexed to this Agreement as Exhibit 8.2(g) waiving all amounts owed to them by the Company or any Subsidiary, currently or in the future, including but not limited to by way of dividends, salary, shareholders’ loan, consultancy, director’s fees; and

    (h)        If applicable, all documents referred to in Section 3.2 having been executed by the relevant parties.

    (a)        Representations and Warranties. The representations and warranties of Buyer contained herein will be true, correct and complete in all material respects.

    (b)        Payment. Buyer will have caused the Purchase Price to be paid as provided in Section 2.2.

    (c)        An agreement in a form acceptable to the Parties between Buyer and the Company, to the effect that the Buyer will, within 14 days of the Closing Date, provide the Company with a loan, or a credit facility, at the Buyer’s election, at the sum of US$500,000.

    (a)        by mutual agreement of the Seller and Buyer;

    (b)        by Buyer, by giving written notice of such termination to the Seller, if Closing has not occurred within 45 days following the signing hereof; provided, that (i) the Buyer has complied with all its obligations hereunder, and the conditions set forth in Section 8.3 have been fulfilled or are capable of immediate satisfaction;

    (c)        by Buyer if there is in effect any Law that prohibits Closing, or if Closing would violate any non-appealable final order, decree or judgment of any Governmental Entity having competent jurisdiction; provided, however, that any such prohibition is not attributable to a material breach or default of any covenant, agreement, representation or warranty under this Agreement by the Buyer (or by any of its Affiliates); or

    (d)        by Buyer if, as a result of any action or inaction by Shareholders or the Company, Closing has not occurred within 3 business days following the date on which all the conditions to Closing set forth in Section 8.2 are satisfied or capable of immediate satisfaction;

    (a)        any fact or circumstance that constitutes a breach of any representation or warranty of Seller, Alex or Company made in this Agreement;

    (b)        any act or omission that constitutes a breach of any covenant or agreement of the Shareholders or the Company made in this Agreement,

    (c)        any unpaid Taxes payable by the Company or any of the Subsidiaries for any period through and including the Closing Date, including the proportionate part of any Taxes for any period which includes, but does not end on, the Closing Date for the portion of that period up to the Closing Date, that are not (i) properly accrued on the Most Recent Financial Statements, or (ii) imposed as a result of the operation of the Company and its Subsidiaries in the ordinary course after the date of the Most Recent Financial Statements;

    (d)        any Liability of or related to the Company or any of the Subsidiaries attributable to an occurrence or circumstance arising in whole, or if in part, to the extent of that portion which arose, on or before the Closing Date to the extent that such Liability is not properly accrued on the Most Recent Financial Statements or was not generated as a result of the operation of the Company and its Subsidiaries in the ordinary course after the date of the Most Recent Financial Statements or as otherwise disclosed in writing to Buyer on a Schedule to this Agreement, including any Claim for wages or benefits (including severance pay), arising on or before the Closing Date;

    (a)        any fact or circumstance that constitutes a breach of any representation or warranty of Buyer made in this Agreement; or

    (b)        any act or omission that constitutes a breach of any covenant or agreement of Buyer made in this Agreement.

    (a)        In the event that an Indemnified Party (and both Buyer Indemnified Party and Seller Indemnified Party shall be referred to herein as “Indemnified Party”) has a claim for indemnification for which an Indemnifying Party would be liable to an Indemnified Party under this Article X, (i) as a result of an action, suit or legal proceeding which is commenced or made against an Indemnified Party by a third party (a “Litigated Claim”) or (ii) for any matter that is not a Litigated Claim (an “Other Claim” and together with a Litigated Claim, an “Indemnified Claim”), the Indemnified Party will promptly (but in no event more than 30 days following commencement of any such Litigated Claim or other legal proceeding, or such shorter time as may be necessary in order not to prejudice the rights or ability of the Indemnifying Party to participate in the defense of such Indemnified Claim) notify the Indemnifying Party in writing in accordance with Section 11.1 hereof of such Indemnified Claim describing it in reasonable detail, including the sections of this Agreement which form the basis for it, the amount or the estimated amount thereof to the extent then feasible (which estimate will not be conclusive of the final amount of such Indemnified Claim), and any supporting materials as reasonably available (the “Claim Notice”); provided, however, that no failure or delay by any Indemnified Party in giving any Claim Notice will relieve any Indemnifying Party from any obligation or liability under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure or delay.

    (b)        (i) The Indemnifying Party will be entitled to participate in any proceeding with respect to a Litigated Claim (a “Proceeding”) and, to the extent that it chooses (except as described in Section 10.3(b)(ii)) to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article X for any fees of other counsel (other than in the circumstances provided in Section 10.3(b)(ii)) or any other expenses with respect to the defense of such Proceeding. If the Indemnifying Party assumes the defense of a Litigated Claim, no compromise or settlement of any such Litigated Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed unless (A) there is no finding or admission of any violation of any Law or any violation of any rights on the part of any Indemnified Party, and (B) the sole relief provided is monetary damages that have been paid in full (or reasonable security for their payment provided) by the Indemnifying Party.

    (ii)        Notwithstanding Section 10.3(b)(i), if (A) the Indemnifying Party has an actual conflict of interest in assuming the defense of a Litigation Proceeding; or (B) the remedies sought by the plaintiffs include an order, injunction or decree that would restrict the future activity or conduct of the Business or of the Buyer Indemnified Parties, then the Indemnifying Party may not assume the defense of such Litigated Claim without the consent of such Buyer Indemnified Party.

    (c)        The Indemnifying Party will have thirty (30) days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party in writing whether or not the Indemnifying Party (i) disputes its liability to the Indemnified Party hereunder with respect to such Indemnified Claim or (ii) in the case of a Litigated Claim, elects to assume, and to the extent the Indemnifying Party so desires, along with any other Indemnifying Party, the defense of such Litigated Claim, pursuant to Section 10.3(b).

    (d)        Should the Indemnifying Party notify the Indemnified Party within the Notice Period, that (i) it does not dispute its liability, or (ii) in the case of a Litigated Claim, that it has elected not to assume the defense of such Litigated Claim, or (iii) should it fail to give notice during the Notice Period, or (iv) should the Indemnifying Party not be entitled to assume the defense of such Litigated Claim pursuant to Section 10.3(b)(ii), the Indemnified Party will be entitled: (A) with regard to an Other Claim, (1) in the case of a Seller Indemnified Party, to receive from Buyer an amount equal to the Sellers Losses, or (2) in the case of a Buyer Indemnified Party, to receive from the Shareholders an amount equal to the Buyer Losses and (B) with regard to a Litigated Claim, (1) in the case of a Seller Indemnified Party, to receive from Buyer, after a final non-appealable resolution of such Litigated Claim, an amount equal to the Seller Losses, or (2) in the case of a Buyer Indemnified Party, to receive from the Shareholders , after a final non-appealable resolution of such Litigated Claim, an amount equal to the Buyer Losses. In the case of a Litigated Claim, if the Indemnifying Party does not, for any reason (including a dispute in the context of Section 10.3(e)), assume the defense of such Litigated Claim, or in the case of any Other Claim, no compromise or settlement of any such Indemnified Claim may be effected by the Indemnified Party without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party elects (in accordance with Section 10.3(b)(ii)) to assume the defense of such Litigated Claim, counsel to the Indemnified Party shall be reasonably acceptable to the Indemnifying Party and the Indemnifying Party shall be obligated to pay or reimburse the Indemnified Party for only one such counsel to defend the Litigated Claim.

    (e)        Should the Indemnifying Party notify the Indemnified Party within the Notice Period that it disputes its liability with respect to such Indemnified Claim, the obligation of such Indemnifying Party with regard to such Indemnified Claim will be determined in accordance with the dispute resolution provisions of Sections11.7 and 11.8. In the event that it is determined that the Indemnified Claim was justified in whole or in part, the Indemnified Party will be entitled to receive, in addition to any amounts it may be entitled to receive pursuant to Section 10.3, all reasonable costs and expenses incurred by such Indemnified Party in the course of the dispute resolution. In the event that it is determined that the Indemnified Claim was not justified, the Indemnifying Party shall have no liability to the Indemnified Party with respect to such Indemnified Claim, and the Indemnified Party shall be required to pay the Indemnifying Party all reasonable costs and expenses incurred by the Indemnifying Party in the course of such dispute resolution.

    (f)        Consent to settle a Litigated Claim or Other Claim will be regarded as reasonably withheld by the Indemnified Party or the Indemnifying Party if the settlement would result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnifying Party or any of its respective Affiliates (in the case of a matter defended by the Indemnified Party ), or the Indemnified Party or any of its respective Affiliates (in the case of a matter defended by an Indemnifying Party).

    (g)        If and to the extent that the Indemnifying Party conducts, controls or participates in the defense or settlement of any Litigated Claim, the Indemnified Party will give the Indemnifying Party and its counsel, during normal business hours, access to the relevant business records and other materials and information (including copies thereof), and will permit the Indemnifying Party and its representatives to consult with the Employees, officers, directors, advisors, representatives of the Company, any Subsidiary, any Buyer Indemnified Party, and counsel of the Indemnified Party, all as necessary or advisable in connection with the defense or settlement of such Claim.

    (a)        Except as otherwise expressly provided for in this Agreement, all of the respective representations, warranties, covenants and agreements of Shareholders, the Company, and Buyer contained in this Agreement, and all indemnification obligations of any party with respect thereto, including but not limited to, any such indemnification obligations arising under a claim of fraud, will survive for a period of five (5) years after Closing (the “Indemnity Period”). Any Claim Notice must be made in writing to the Indemnifying Party within such period.

    (b)        The liability of the Shareholders to the Buyer Indemnified Parties or any other person for Buyer Losses pursuant to this Agreement (whether pursuant to this Article X or otherwise) shall be joint and several with respect to all matters;

    (a)        Buyer and Shareholders and Company agree to cooperate in good faith to minimize Buyer Losses and Seller Losses arising from third party Claims, provided neither Buyer, Shareholders nor the Company shall be obligated to provide or forego any economic value in connection with this undertaking.

    (b)        Without limiting the provisions of Section 10.5(a), each Indemnified Party shall be obligated in connection with any Indemnified Claim to use commercially reasonable efforts to obtain any insurance proceeds available to such Indemnified Party with regard to the applicable Indemnified Claim. The amount which an Indemnifying Party is or may be required to pay to any Indemnified Party pursuant to this Article X shall be reduced (retroactively, if necessary) by any insurance proceeds or other amounts actually recovered (net of any relevant collection costs) by or on behalf of such Indemnified Party. If an Indemnified Party shall have received an indemnification payment from an Indemnifying Party and shall subsequently receive insurance proceeds or other amounts in respect of such damages, then such Indemnified Party shall promptly repay to such Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received (net of any relevant collection costs);

    (c)        All amounts paid under this Article X will be treated as adjustments to the Purchase Price for Tax purposes.

    (d)        Any Tax refunds received by the Company for any period through and including the Closing Date with respect to which the Shareholders have made payment under this Article X shall be for the benefit of the Shareholders.

    (a)        During a period of 18 months of the Exercise Date (the “Registration Period”), if TIS proposes to register the sale of any of its equity securities under the Securities Act, for its own account or for the account of any security holders (other than any registration on Form S-8 or a successor form, or any registration on Form F-4 or a successor form), it shall promptly give a written notice to Alex of its intention to do so, and, if within twenty (20) days after receipt of such notice, Alex so requests in writing, and subject to the Securities Act, TIS shall include in such registration statement all the Consideration Shares for resale by Alex, provided that if such registration statement is for an underwritten offering (i) and the managing underwriter informs TIS that the inclusion of Alex’s shares would be jeopardize the success of such offering, in which case the number of Alex’s shares to be included shall be reduced to the amount, if any, that the managing underwriter believes would not jeopardize the success of the offering, provided that the number of shares to be included in such registration statement by all other holders exercising “piggyback” registration rights also are reduced in the same proportion and (ii) Alex must accept the terms of the underwriting as agreed by the underwriters.

    (b)        If the Consideration Shares were not registered during the Registration Period, ▇▇▇▇ ▇▇▇ request, in writing within 20 days of termination of the Registration Period, that TIS effect the registration of the resale of Consideration Shares. Within 60 days following such written request by Alex, TIS shall, subject to the remainder of this Clause, use its best efforts to file a registration statement with the U.S. Securities and Exchange Commission and register the Consideration Shares for resale by Alex, unless TIS delivers to Alex a certificate signed by its chief executive officer stating that in the good faith judgment of TIS’ board of directors it would be materially detrimental to TIS for such registration statement to become effective at such time, in which case TIS may delay such registration for a period of up to 180 days. TIS will be entitled to include other securities in a registration effected pursuant to this section 2.2.

    (c)        The foregoing registration rights shall terminate when all shares held by ▇▇▇▇ ▇▇▇ be resold to the public under the Securities Act pursuant to Rule 144 or otherwise.

    1.        Employment. The Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer on the terms and conditions set forth in this Agreement. The parties acknowledge that the Employee was employed by the Employer prior to the signing hereof (“Previous Employment Term”) and the parties hereby confirm that neither of them have any claim against the other with respect to the Previous Employment Term and that the Employee have received, prior to the signing hereof, full payment of all amount due to him in connection with the Previous Employment Term.

    2.        Capacity. The Executive shall serve the Employer as its Managing Director. The Executive shall also serve the Employer in such other or additional offices as the Executive may be requested to serve by the Board of Directors. In such capacity or capacities, the Executive shall perform such services and duties in connection with the business, affairs and operations of the Employer as may be assigned or delegated to the Executive from time to time by or under the authority of the Board of Directors.

    3.        Term. Subject to the provisions of Section 6, the term of employment pursuant to this Agreement (the “Term”) shall be 2 years from the Effective Date and shall be renewed automatically for periods of 1 year commencing at the first anniversary of the Effective Date and on each subsequent anniversary thereafter, unless the Employer gives written notice to the Executive not less than sixty (60) days prior to the date of any such anniversary of Employer’s election not to extend the Term for the purposes of this Agreement the “Effective Date” shall be the date of closing of the Stock Purchase Agreement entered into between Top Image Systems Ltd and PC Holdings Pte Ltd and Asiasoft Global Pte Ltd dated 12 June 2007. For the avoidance of doubt, this Agreement shall not be effective if there is no closing of the said Stock Purchase Agreement.

    4.        Compensation and Benefits. The regular compensation and benefits payable to the Executive under this Agreement shall be as follows:

    (a)        Salary. For all services rendered by the Executive under this Agreement, the Employer shall pay the Executive a gross salary (the “Salary”) at the annual rate of US$100,000 (one hundred thousand US dollars). The Salary does not include the Employer’s contribution to the Central Provident Fund (‘CPF’) which will be paid directly by the Employer to the CPF Board each month. The Salary may be increased from time to time in the discretion of the Board of Directors or the Compensation Committee of Company (the “Compensation Committee”) in accordance with the Employer’s customary practice. The Salary shall be payable on a monthly basis in accordance with the Employer’s usual practice for its senior executives.

    (b)        Regular Benefits. The Executive shall also be entitled to participate in any employee benefit plans, medical insurance plans, life insurance plans, disability income plans, retirement plans, vacation plans, expense reimbursement plans and other benefit plans which the Employer may from time to time have in effect for all or most of its senior executives, provided that no more than US$25,000 (twenty five thousand US dollars) shall be attributable to any benefit plan. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Employer, applicable law and the discretion of the Board of Directors, the Compensation Committee or any administrative or other committee provided for in or contemplated by any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Employer to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time.

    (c)        Handphone and Petrol Allowance. The Executive shall be entitled to a monthly handphone and petrol allowance of US$400.00

    (d)        Incentive Compensation. Subject to the achievement of the performance targets detailed bellow, the Employer shall pay the Executive, in addition to the Salary as set forth in Section 4(a) above, and with respect to the first two years of the Term, the following incentive compensation (“Incentive Compensation”):

    (i)        With respect to the fiscal year 2007, upon the attainment of both the following Turnover Target and Net Profit Target, a bonus of ten percent (10%) of the Employer Net Profit for the year 2007. Net Profit shall mean net profit after tax according to the Employer’s audited financial statements for the relevant year:

    (A)        Employer’s turnover of US$7,700,000 (seven million seven hundred thousand US dollars) (“Turnover Target”); and

    (B)        Employer’s Net Profit of US$250,000 (two hundred fifty thousand US dollars)(“Net Profit Target”).

    (ii)        With respect to the fiscal year 2008, the Turnover Target and Net Profit Target will be determined by the Employer’s Board of Directors (or such other organ as the Employer’s customary practice requires) by the end of the year 2007.

    (iii)        Incentive Compensation thereafter will be subject to the discretion of the Board of Directors or the Compensation Committee in accordance with the Employer’s customary practice. In any event Bonus amounts shall not be subject to any social or other befits provisions and shall be deemed voluntary payments.

    (iv)        The incentive compensation amounts calculated above are gross and include the Employer’s CPF contributions.

    (e)        Taxation of Payments and Benefits. The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Employer to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

    (f)        Exclusivity of Salary and Benefits. The Executive shall not be entitled to any payments or benefits other than those provided under this Agreement. For purposes of any applicable minimum wage, equal pay and overtime pay law or regulation, the Executive is acting as a senior executive employee and therefore will not be entitled to overtime or other additional compensation for services performed during evenings, weekends, holidays, or at other times.

    (g)        Deductibility of Benefits to Employer. It is the intention of the Executive and of the Employer that no payments by the Employer to or for the benefit of the Executive under this Agreement or any other agreement or plan, if any, pursuant to which the Executive is entitled to receive payments or benefits shall be nondeductible to the Employer by reason of the operation of any relevant law. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of any law, any such payments exceed the amount which can be deducted by the Employer, such payments shall be reduced to the maximum amount which can be deducted by the Employer. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the Executive, such excess payments shall be refunded to the Employer with interest thereon, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Employer by reason of the operation of any law. To the extent that there is more than one method of reducing the payments to bring them within the limitations of such law, the Executive shall determine which method shall be followed, provided that if the Executive fails to make such determination within forty-five (45) days after the Employer has given notice of the need for such reduction, the Employer may determine the method of such reduction in its sole discretion.

    5.        Extent of Service. During the Executive’s employment under this Agreement, the Executive shall, subject to the direction and supervision of the Board of Directors, devote the Executive’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Employer’s interests and to the discharge of the Executive’s duties and responsibilities under this Agreement. The Executive shall not engage in any other business activity or the provision of any services, except as may be approved by the Board of Directors; provided that nothing in this Agreement shall be construed as preventing the Executive from:

    (a)        investing the Executive’s assets in any company or other entity in a manner not prohibited by Section 7(d) and in such form or manner as shall not require any material activities on the Executive’s part in connection with the operations or affairs of the companies or other entities in which such investments are made; or

    (b)        engaging in religious, charitable or other community or non-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement.

    6.        Termination. Notwithstanding the provisions of Section 3, the Executive’s employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

    (a)        Termination by the Employer for Cause. The Executive’s employment under this Agreement may be terminated for cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute “Cause” for such termination:

    (i)        the indictment of the Executive for any offense involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);

    (ii)        failure to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive’s duties and responsibilities assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of Directors provided however that the Executive did not take corrective action following a written notice given to the Executive by the Board of Directors.

    (iii)        gross negligence or willful misconduct in the conduct of the Executive’s duties hereunder, or insubordination of the Executive with respect to the Employer or any affiliate of the Employer, or commission of an act of personal dishonesty or breach of fiduciary duty in connection with the Executive’s employment with the Company.

    (iv)        material breach by the Executive of any of the Executive’s obligations under this Agreement, not cured, if curable, within fourteen (14) calendar days following written notice given to the Executive by the Board of Directors.

    (b)        Termination by the Executive. The Executive’s employment under this Agreement may be terminated by the Executive by written notice to the Board of Directors at least sixty (60) days prior to such termination provided however that such termination shall not take effect prior to the second anniversary of the signing hereof.

    (c)        Termination by the Employer Without Cause. The Executive’s employment under this Agreement may be terminated by the Employer without cause by a vote of the Board of Directors upon written notice to the Executive at least sixty (60) days prior to such termination.

    (d)        Effect of Termination. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s employment under this Agreement (the “Termination Date”). In the event that the Executive is terminated for cause, the Executive shall not be entitled to any Incentive Compensation hereunder for the year in which such termination occurs.

    (e)        Disability. This Agreement may be terminated by the Board of Directors by 30 days’ written notice in the event the Employee is rendered incapable by illness or any other disability from performing his duties and functions hereunder, for a cumulative (but not necessarily consecutive) period in excess of 90 days per annum during the term of this Agreement (“Disability”). In such case the Executive shall receive full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) through the date of the notice of termination.

    (f)        Cessation of Benefits. Notwithstanding anything contained in this Section 6 or this Agreement to the contrary, the obligation to make any payments hereunder or otherwise provide benefits shall cease immediately in the event of a breach of Section 7 by the Executive.

    7.        Confidential Information, Noncompetition and Cooperation.

    (a)        Confidential Information. As used in this Agreement, "Confidential Information" means information belonging to or possessed by the Employer which is of value to the Employer and the disclosure of which could result in a competitive or other disadvantage to the Employer. Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes any information (including in particular any ideas, inventions, know-how and intellectual property) developed by the Executive alone or together with others in the course of the Executive's employment by the Employer (including employment during the Previous Employment Term), which shall be the sole and exclusive property of the Employer (which the Executive shall take any requisite action to confirm if required) and of which the Executive undertakes to maintain adequate and current records, as well as other information to which the Executive may have access in connection with the Executive's employment. Confidential Information also includes the confidential information of others with which the Employer has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive's duties under Section 7(b).

    (b)        Confidentiality. The Executive understands and agrees that the Executive's employment creates a relationship of confidence and trust between the Executive and the Employer with respect to all Confidential Information. At all times, both during the Executive's employment with the Employer and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Employer, except as may be necessary in the ordinary course of performing the Executive's duties to the Employer.

    (c)        Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Employer or are produced by the Executive in connection with the Executive's employment will be and remain the sole property of the Employer. The Executive will return to the Employer all such materials and property as and when requested by the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executive's employment for any reason. The Executive will not retain any such material or property or any copies thereof after such termination. Such material, however, does not include documents and files relating to the Executive's employment, benefits, obligations or otherwise pertaining to the Executive's career and relationship with the Employer, which the Executive may retain.

    (d)        Noncompetition and Nonsolicitation. During the Term and for eighteen (18) months thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined or otherwise engage in any activity that competes with the business of the Employer or any of its affiliates); (ii) will refrain from directly or indirectly employing (as an employee, consultant or otherwise, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer; and (iii) will refrain from any business relationship with any customer or supplier of the Employer; and (iv) shall refrain from soliciting or encouraging any customer or supplier of the Employer to terminate or otherwise modify adversely its business relationship with the Employer or any of its affiliates. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Employer's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. For purposes of this Agreement: (i) the term "Competing Business" shall mean any business which is competitive with any business which the Employer or any of its affiliates conducts or proposes to conduct at any time during the employment of the Executive; (ii) the term Employer shall include any Affiliate of the Employer, as such term is defined in the Share Purchase Agreement dated 12 June 2007 between the parties hereto and Top Image Systems Ltd. Notwithstanding the foregoing, the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business.

    (e)        Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive's use or disclosure of information or the Executive's engagement in any business. The Executive represents to the Employer that the Executive's execution of this Agreement, the Executive's employment with the Employer and the performance of the Executive's proposed duties for the Employer will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive's work for the Employer, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Employer any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

    (f)        Litigation and Regulatory Cooperation. During and after the Executive's employment, the Executive shall fully cooperate with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired while the Executive was employed by the Employer. The Executive's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Employer at mutually convenient times. During and after the Executive's employment, the Executive also shall fully cooperate with the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Employer. The Employer shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's performance of obligations pursuant to this Section 7(f), subject to production of appropriate support documentation. The Executive shall not incur any expenses in excess of $500 without the Employer's prior written approval.

    (g)        Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Employer which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Employer shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Employer.

    8.        Consent to Jurisdiction. The parties hereby consent, to the extent permitted by applicable law, to the jurisdiction of the competent courts in Tel Aviv, Israel. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

    9.        Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to any related subject matter.

    10.        Assignment; Successors and Assigns, etc. Neither the Employer nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Employer may assign its rights under this Agreement without the consent of the Executive to any corporation or other entity which, directly or indirectly, controls or is controlled by the Employer or is under common control with the Employer or to any corporation or other entity succeeding to all or a substantial portion of the Employer's business or assets, provided that such assignee consents to assume the Employer's obligations hereunder. This Agreement shall inure to the benefit of and be binding upon the Employer and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

    11.        Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

    12.        Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

    13.        Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Employer or, in the case of the Employer, at its main offices, attention of Toh Kian Hong, and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.

    14.        Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Employer.

    15.        Governing Law. This Agreement shall be construed, to the extent permitted by applicable law, under and be governed in all respects by the laws of Israel, without giving effect to the conflict of laws principles thereof.

    16.        Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.