China Public Security Holdings Limited Wide Peace International Investments Limited and China Information Security Technology, Inc.

1.

DISCLOSURE OF INFORMATION

1.1

There are fully and accurately Disclosed all matters which might materially and adversely affect the present or future value of the Company or which might otherwise reasonably affect the willingness of the Purchaser to purchase the Shares or to purchase them for the consideration and upon the terms set out in this agreement.

1.2

All information which has been given by any of the directors or officers or professional advisers of the Company or the Vendor to any of the directors or officers or professional advisers of the Purchaser in the course of the negotiations leading to the signing of this agreement was, when given, true, complete and accurate in all respects and there is no fact or matter not Disclosed which renders any such information untrue, inaccurate or misleading.

1.3

The facts set out in the Disclosure Letter, the recitals and Schedule 1 are true, complete and accurate in all respects and not misleading.

2.

CAPACITY AND OWNERSHIP OF SHARES

2.1

The Vendor is duly incorporated and validly existing under the Hong Kong laws and has full power and authority and has taken all action necessary to execute and deliver and to exercise its rights and perform its obligations under this agreement and each of the Acquisition Documents to be executed on or before Completion which constitute valid and binding obligations on the Vendor in accordance with their terms.

2.2

The Vendor does not have any interest, directly or indirectly, in any business other than that now carried on by the Company which is or is likely to be or become competitive with the business of the Company.

2.3

The Shares described in Schedule 1 constitute the whole of the allotted and issued share capital of the Company and have been properly allotted and issued.

2.4

All necessary consents, authorizations and approvals of any governmental agency or body required for the performance of the terms hereof by the Vendor (other than for fulfilment of the Conditions) have been obtained and made or shall have been obtained or made by Completion.

2.5

The Shares shall on Completion be transferred in accordance with the constitutional documents of the Company and in accordance with all relevant laws of Hong Kong.

2.6

Except those as disclosed in the Disclosure Letter, there is no Encumbrance on, over or affecting the Shares or any of them or the shares or interest in the Subsidiaries or any unissued shares in the capital of the Company and there is no agreement or commitment to give or create any such Encumbrance or negotiations which may lead to such an agreement or commitment and no claim has been made by any person to be entitled to such an Encumbrance.

2.7

The Vendor is entitled to sell and transfer the full legal and beneficial ownership in the Shares to the Purchaser and such sale will not result in any breach of or default under any agreement or other obligation binding upon the Vendor or any of its property.

2.8

Other than this agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to any person of the right (whether conditional or not) to require the allotment, issue, transfer, redemption or repayment of, any shares in the capital of the Company (including, without limitation, an option or right of pre-emption or conversion).

2.9

There is no litigation, arbitration, prosecution, administrative or other legal proceedings or dispute in existence or threatened against the Vendor in respect of the Shares or the shares in the Subsidiaries or the Vendor's entitlement to dispose of the Shares or the shares in the Subsidiaries and there are no facts known to the Vendor which might give rise to any such proceedings or any such dispute.

2.10

The Company has not exercised nor purported to exercise or claim any lien over the Shares and no call on the Shares is outstanding and all the Shares are fully paid up.

2.11

Subject to the approval of the board of directors of the Company and the relevant provisions (if any) in the constitutional documents of the Company to the contrary, no consent of any third party is required for the sale of the Shares.

3.

REGULATORY COMPLIANCE

3.1

Each of the members of the Group have been validly incorporated and established pursuant to the laws of their respective place of incorporation, all legal and procedural requirements and all other formalities concerning such incorporation and establishment have been duly and properly complied with, and each of the members of the Group is in good standing.

3.2

The copies of the constitutional documents and articles of association and other corporate documents of each of the members of the Group [attached to the Disclosure Letter] are true, accurate, and complete in all material respects. Such constitutional and corporate documents includes copies of all resolutions (including but not limited to all special resolutions passed by the relevant member of the Group) and documents required to be incorporated in the constitutional documents of the relevant member of the Group and fully set out all rights attaching to each class of the share capital of the relevant member of the Group other than those under general law.

3.3

The register of members, minute books and other statutory books of each of the members of the Group have been properly kept and written up and contain a true, accurate and complete record of all the matters which should be dealt with and no notice or allegation that any of the same is incorrect or should be rectified has been received and each of the members of the Group has not received any application or request for rectification of the register of members and compliance has been made with all other legal requirements concerning each of the members of the Group and all issues of shares or other securities thereof.

3.4

Each of the members of the Group is validly existing and is entitled to carry on the business now conducted by it.

3.5

All corporate or other documents required to be filed or registered in respect of each of the members of the Group with the relevant authorities in their respective places of incorporation (including appropriate regulatory bodies) have been duly filed.

3.6

Each of the members of the Group has complied in all material respects with all legislation, rules and regulations applicable to it and obtained all necessary licences, consents and other permissions and approvals relevant to the business of such company in its place of incorporation, and to the best knowledge of the Vendor, each of the members of the Group has complied in all material respects with all legal requirements existing as of the date hereof in relation to any transactions to which it is or has been a party.

3.7

All licences, consents and other permissions and approvals required for or in connection with the carrying on of the business now being conducted by each of the members of the Group are in full force and effect and have been duly complied with in all material respects and, to the best of the Vendor's knowledge, there is no circumstance which might invalidate any such licence, consent, permission or approval or render it liable to forfeiture or modification or affect its renewal.

4.

BUSINESS NAME

The Company does not use any name for any purpose other than its full corporate name.

5.

LICENCES AND CONSENTS

Each of the Group Members has obtained all licences, permissions, authorisations and consents required to own and operate its assets and for the proper carrying on of its business (full details of which are set out in the Disclosure Letter). All such licences, permissions, authorisations and consents are in full force and effect, have been obtained on a permanent and unconditional basis and none of the Group Members are in breach of any of the terms and conditions attached to those licences, permissions, authorisations and consents. To the best knowledge of the Vendor, there are no circumstances which indicate that any of such licences, permissions, authorisations or consents may be revoked or not renewed in the ordinary course of events nor are there any circumstances which indicate that equivalent licences, permissions, authorisations or consents on no less favourable terms would not be granted to the Group Members following the acquisition of the Shares by the Purchaser.

6.

INSURANCE

6.1

Full details of all insurance policies effected by the Company or by any other person in relation to any of the Company's assets have been Disclosed and all such details are true and correct in all respects and all such insurance policies are currently in full force and effect.

6.2

The Company has not done or omitted to do or suffered anything to be done or not to be done which has or might render any policies of insurance taken out by it in relation to any of the Company's assets void or voidable or which would or might result in an increase in the rate of premiums on the said policies and there are no claims outstanding and no circumstances which would or might give rise to any claim under any of such policies of insurance.

6.3

All the assets of the Company of an insurable nature are and have at all material times been insured in amounts representing their full replacement or reinstatement value (with no provision for deduction or excess) against fire and other risks normally insured against by persons carrying on similar businesses to the business of the Company. The Company is and has at all material times been adequately insured against accident, third party and other risks normally or presently insured against by persons carrying on similar businesses to the business of the Company.

7.

RECORDS

All the accounts, books, registers, ledgers and financial and other material records of whatsoever kind of each of the Group Members are up to date, in its possession or under its control and have been fully properly and accurately kept and compiled; there are no material inaccuracies or discrepancies of any kind contained or reflected in such records and they give and reflect a true and fair view of the financial, contractual and trading position of each of the Group Members and fixed and current assets and liabilities (actual and contingent), debtors and creditors.

8.

CONFIDENTIAL INFORMATION

8.1

None of the Group Members uses any processes and is not engaged in any activities which involve the misuse of any confidential information belonging to any third party or alleged misuse.

8.2

None of the Group Members is aware of any actual or alleged misuse by any person of any of its Confidential Information.

8.3

None of the Group Members has disclosed to any person any of its Confidential Information except where such disclosure was properly made in the normal course of the business of the Group Member and was made subject to an agreement under which the recipient is obliged to maintain the confidentiality of such Confidential Information and is restrained from further disclosing or using it other than for the purposes for which it was disclosed by the Company.

8.4

Confidential Information used by each of the Group Members is kept strictly confidential and each of the Group Members operates and fully complies with procedures which maintain such confidentiality, which confidentiality has not been breached.

9.

INTELLECTUAL PROPERTY

9.1

None of the Companies is in possession of any Business Intellectual Property nor is any Group Member in the process of making any application for registration of any Business Intellectual Property other than what the Vendor have disclosed to the Purchaser.

9.2

9.3

There are no outstanding claims against the Company for infringement of any Intellectual Property used (or which has been used) by it and no such claims have been settled by the giving of any undertakings which remain in force.

9.4

None of the Group Companies has carried on business under any name other than its corporate name.

9.5

No claims or applications have been made against, no notifications (including "non-threatening letters") have been received by, and no circumstances are known to the Vendor in respect of the business of each of the Group Members which (notwithstanding any view taken by the Vendor as to the merits of such claim application, notification or circumstances) if pursued, granted or acted on would affect the accuracy of the Warranties set out in this paragraph.

10.1

None of the officers or employees of the Group Members has given or received notice terminating his employment or will be entitled to give notice as a result of the provisions of this agreement.

10.2

Full particulars of the terms and conditions of employment of all the officers or employees of the Group Members (including, without limitation, all remuneration, incentives, bonuses, expenses, profit-sharing arrangements and other payments, share option schemes and other benefits whatsoever payable) and, where an employee has been continuously absent from work for more than one month, the reason for the absence, are set out in the Disclosure Letter.

10.3

There is not in existence any contract of employment with any director or employee of each of the Group Members (or any contract for services with any individual) which cannot be terminated by the Company giving three months' notice or less without giving rise to the making of a payment in lieu of notice or a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal) or which is in suspension or has been terminated but is capable of being revived or enforced or in respect of which the Group Member has a continuing obligation.

10.4

In relation to each of the present officers or employees of each of the Group Members (and so far as relevant to each of its former employees), dated as of this agreement, each of the Group Members has:

10.4.1

complied with all obligations imposed on it by all statutes, regulations and codes of conduct relevant to the relations between it and its employees;

10.4.2

maintained adequate and suitable records regarding the service of each of its employees;

10.4.3

complied with all collective agreements and customs and practices for the time being dealing with such relations or the conditions of service of its employees; and

10.4.4

complied with all relevant orders and awards made under any statute affecting the conditions of service of its employees.

10.5

None of the Group Members are involved in any disputes and there are no circumstances which may result in any dispute involving any of the officers or employees of the Group Members and none of the provisions of this agreement including the identity of the Purchaser is likely to lead to any such dispute.

10.6

There is not outstanding any agreement or arrangement to which any of the Group Members is party for profit sharing or for payment to any of its officers or employees or former employees of bonuses or for incentive payments or other similar matters.

10.7

There is no agreement or arrangement between any of the Group Members and any of its employees or officers or former employees or officers with respect to his employment, his ceasing to be employed or his retirement which is not included in the written terms of his employment or previous employment.

10.8

Since the Accounts Date, no change has been made in the terms of employment by each of the Group Members (other than those required by law) of any of the officers or employees of the Group Members and none of the Group Members is obliged to increase and has not made provision to increase the total annual remuneration payable to its officers and employees.

10.9

No trade union, works council, staff association or other body representing employees is recognised in any way for bargaining, information or consultation purposes in relation to the employees of each of the Group Members and there is no agreement or agreements with any such representative body in relation to the employees of each of the Group Members.

10.10

There is no agreement, arrangement, scheme or obligation (whether legal or moral) for the payment of any pensions, allowances, lump sums or other like benefits on redundancy, on retirement or on death or during periods of sickness or disablement for the benefit of any of the officers or employees of each of the Group members or former officers or employees or for the benefit of dependants of such persons.

10.11

No amounts due to or in respect of any of the officers or employees or former employees of each of the Group Members are in arrears or unpaid.

10.12

No monies or benefits other than in respect of contractual emoluments are payable to any of the officers or employees of each of the Group Members and there is not at present a claim, occurrence or state of affairs which may hereafter give rise to a claim against any of the Group Members arising out of the employment or termination of employment of any employee or former employee for compensation for loss of office or employment or otherwise.

11.1

There is not outstanding in connection with the business of the Company:

11.1.1

any agreement or arrangement between any of the Group Members and any third party which the signature or performance of this agreement will contravene or under which the third party will acquire a right of termination or any option as a result of the signature or performance of this agreement;

11.1.2

any agreement or arrangement between the Company and any other company which is a member of the Group;

11.1.3

any agreement or arrangement entered into by any of the Group Members otherwise than by way of bargain at arm's length;

11.1.4

any sale or purchase, option or similar agreement, arrangement or obligation affecting any of the assets of the Group Members or by which any of the Group Members is bound;

11.1.5

any agreement or contract containing any unusual or onerous terms to be observed or performed by the any of the Group Members or which the Group Member cannot comply with on time or without undue or unusual expenditure of money or effort;

11.1.6

any agreement or contract which is unusual, unprofitable (that is to say known to have been likely to result in a loss to the Group Member on completion of performance) or of a long-term nature (that is to say incapable of performance in accordance with its terms within three months after the date on which it was entered into or undertaken), save as disclosed in the Disclosure Letter hereto; or

11.1.7

any agreement or arrangement which involves or may involve obligations which by reason of their material nature or magnitude ought to be made known to the Purchaser.

11.2

None of the Group Members nor any party with whom any of the Group Members has entered into any agreement or contract is in default being a default which would have a material and adverse effect on the financial or trading position or prospects of any of the Group Members and to the best knowledge of the Vendor, there are no circumstances likely to give rise to such a default.

11.3

No breach of contract, event or omission has occurred which would entitle any third party to terminate any contract to which any of the Group Members is a party or to call in any money before the date on which payment of such amount would normally or otherwise be due and none of the Group Members has received notice of intention to terminate any of such agreements or contracts.

11.4

The Vendor has no reason to believe that any customer or supplier of any of the Group Members or other person dealing with any of the Group Members will refuse to continue to deal with the Group Member or the Purchaser or will deal with it on a smaller scale than at present as a result of the change of control of the Company to be effected pursuant to this agreement.

11.5

The Disclosure Letter contains full details of all agreements, arrangements or contracts (whether oral or in writing) made between each of the Group Members and any employee or client or customer of each of the Group Members other than in the ordinary course of business.

12.1

There is not outstanding any liability or claim against the Company nor are there any deficiencies or defects or breaches of contract which could result in any claim being made against any of the Group Members in relation to any goods or services for which any of the Group Members has been or is or may be or become liable or responsible in the course of its business and without prejudice to the generality of the foregoing no dispute exists between any of the Group Members and any customer, client or supplier of such goods or services nor are there any circumstances which are believed likely to give rise to any such dispute.

12.2

None of the Group Members is restricted by contract from carrying on any activity in any part of the world.

12.3

Other than in the ordinary course of business, no offer, tender or the like is outstanding which is capable of being converted into an obligation of any of the Group Members by an acceptance or other act of some other person.

Except as disclosed in the Accounts and the Disclosure Letter, none of the Group Companies has outstanding:

13.1

any borrowing or indebtedness in the nature of borrowing including any bank overdrafts, liabilities under acceptances (otherwise than in respect of normal trade bills) and acceptance credits other than borrowing or indebtedness arising in the ordinary course of business;

13.2

any guarantee, indemnity or undertaking (whether or not legally binding) to procure the solvency of any person or any similar obligation; or

13.3

any Encumbrance or any obligation (including a conditional obligation) to create an Encumbrance.

14.1

None of the Group Members nor any person for whose acts or defaults the Group Members may be vicariously liable is claimant, defendant or otherwise a party to any litigation, arbitration or administrative proceedings which are in progress or are threatened or pending by or against or concerning each of the Group Members or any of its assets; none of the Group Members is being prosecuted for any criminal offence and no governmental or official investigation or inquiry concerning the business or officers of the Group Members or any of its assets is in progress or pending and there are no circumstances which are likely to give rise to any such proceedings, investigation or inquiry.

14.2

None of the Group Members nor any of its officers, agents or employees (during the course of their duties in relation to the business of the Group Members) has committed or omitted to do any act or thing the commission or omission of which is or could be in contravention of any statutory obligation or any other applicable law giving rise to any fine, penalty, default proceedings or other liability in relation to the business or officers of the Group Members or any of its assets or any judgment or decision which would materially affect the financial or trading position or prospects of any of the Group Members.

14.3

The Shares were not purchased or subscribed for by the Vendor with funds derived from criminal proceeds.

14.4

To the best of the Vendor's knowledge, information and belief:

14.4.1

none of the assets owned by any of the Group Members has been acquired with monies representing the proceeds of crime;

14.4.2

None of the Group Members has at any time received monies representing criminal proceeds.

None of the Group Members has since its incorporation had any subsidiary or subsidiary undertaking apart and none of the Group Members is the legal or beneficial owner of any shares of any other company save as contemplated in this agreement.

16.1

Every document required by any applicable legislation to be filed with any appropriate regulatory bodies has been duly filed and compliance has been and is being made by each of the Group Members with any applicable legislation.

16.2

The copy of the constitution documents of each of the Group Members annexed to the Disclosure Letter is accurate and complete in all respects, includes copies of all resolutions and documents required to be incorporated in the constitutional documents of each of the Group Members and fully sets out all rights attaching to each class of the share capital of the Group Members and the register of members and other statutory books of each of the Group Members have been properly kept and contain a true, accurate and complete record of all the matters which should be dealt with in the constitutional documents of the Group Members and no notice or allegation that any of the same is incorrect or should be rectified has been received.

16.3

Each of the Group Members was incorporated in accordance with its constitutional documents and is validly existing and is entitled to carry on the business now carried on by it.

16.4

All legal requirements in connection with the formation and conduct of the each of the Group Members have been observed.

16.5

All special resolutions passed by each of the Group Members have been Disclosed.

16.6

The Group Members have not at any time carried on any business other than the business carried on at the date hereof.

16.7

None of the Group Members have given any power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or do anything on its behalf (other than any authority of directors or employees to enter into routine trading contracts in the normal course of their duties).

17.1

No resolution has been passed nor meeting called to consider such resolution, no petition has been presented and no order has been made for the winding up of or for the appointment of a provisional liquidator to any of the Group Members.

17.2

No petition has been presented and no application has been made to court for an administration order in respect of any of the Group Members and no notice of an intention to appoint an administrator of any of the Group Members has been given or filed.

17.3

No liquidator, administrator, receiver, receiver and manager, administrative receiver or similar officer has been appointed in relation to any of the Group Members or in relation to the whole or any part of its assets, rights or revenues.

17.4

In relation to each of the Group Members:

17.4.1

no scheme for the benefit of creditors has been proposed or implemented, whether or not under the protection of the court and whether or not involving a reorganisation or rescheduling of debt; and

17.4.2

no proceedings have been commenced under any law, regulation or procedure relating to the reconstruction or adjustment of debts.

17.5

None of the Group Members has not stopped or suspended payment of its debts, and none of the Group Members is unable or capable of being deemed unable to pay its debts.

17.6

No distress, execution or other process has been levied on an asset of any of the Group Members and no unsatisfied judgment, order or award is outstanding against any of the Group Members.

17.7

No action has been or is being taken by any relevant authority to strike the Group Members off the appropriate register under the applicable laws (if any) in their respective places of incorporation.

The operations of Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental body (collectively, the "Money Laundering Laws") and no proceeding involving Company or any of the Group Members with respect to the Money Laundering Laws is pending or, to the knowledge of the Group Members, threatened.

The Vendor understands, acknowledges and agrees that the offering and sale of the shares of CIST hereunder (the "Acquisition Shares") to the Shareholders in accordance with this Agreement has not been registered under the Securities Act or under any state securities laws or regulations and that the Acquisition Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that CIST is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each of the Shareholders set forth herein in order to determine the applicability of such exemptions and the suitability of such Shareholders to acquire the Acquisition Shares. In this regard, each of the Shareholders represents and warrants as follows:

19.1

None of the Shareholders is a U.S. Person (as defined below) or an affiliate (as defined in Rule 501(b) under the Securities Act) of CIST. A U.S. Person means any one of the following: (1) any natural person resident in the United States of America; (2) any partnership or corporation organized or incorporated under the laws of the United States of America; (3) any estate of which any executor or administrator is a U.S. person; (4) any trust of which any trustee is a U.S. person; (5) any agency or branch of a foreign entity located in the United States of America; (6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and (8) any partnership or corporation if: (a) organized or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

19.2

At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each of the Shareholders was outside of the United States.

19.3

Each of the Shareholders will not, during the period commencing on the date of issuance of the Acquisition Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the "Restricted Period"), offer, sell, pledge or otherwise transfer the Acquisition Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. At no time shall a Shareholder offer or sell the Acquisition Shares unless they are registered under the Securities Act or are exempt from the registration requirements of the Securities Act and any applicable state or foreign securities laws or regulations.

19.4

Each of the Shareholders will offer, sell, pledge or otherwise transfer the Acquisition Shares only pursuant to registration under the Securities Act or an available exemption therein and, in accordance with all applicable state and foreign securities laws.

19.5

Each of the Shareholders has not in the United States, engaged in, and will not directly or indirectly engage in, any short selling of or any hedging or similar transaction with respect to the Acquisition Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

19.6

Neither the Shareholder nor or any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Acquisition Shares and the Shareholder and any person acting on its behalf have complied and will comply with the "offering restrictions" requirements of Regulation S under the Securities Act.

19.7

The transactions contemplated by this contract have not been prearranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

19.8

Neither the Shareholder nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Acquisition Shares. Each of the Shareholder agrees not to cause any advertisement of the Acquisition Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Acquisition Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

1.

The Vendor must deliver or procure to be delivered to the Purchaser:

1.1

The Vendor will procure that a meeting of the board of directors and the members of the Company is convened and held on or before the Completion Date, for the purpose of passing the following resolutions in reach case to the extent necessary and appropriate:

1.1.1

To approve and give effect to the transfer of the Shares from the Vendor to the Purchaser pursuant to this agreement;

1.1.2

To approve the entry of the Purchaser's name in register of members of the Company as the holder of the Shares;

1.1.3

To appoint such directors as nominated by the Purchaser;

1.1.4

To approve the amendment of any authorized signatories of the Company, including bank authorized signatories as nominated by the Purchaser, and

1.1.5

To deal with and resolve upon such other matters as the Purchaser may reasonably require for the purposes of completing the sale and purchase hereunder.

1.2

Duly executed instruments of transfers in respect of the Shares in favour of the Purchaser;

1.3

A letter issued by the Vendor to the Registered Agent of the Company advising of the transfer of the Shares under this agreement and instructing the Registered Agent to update the copy of the share register of the Company kept at the registered office of the Company and that as from Completion the Purchaser shall be the client of record with respect to the Company;

1.4

The duly endorsed share certificate for the Shares in the name of the Vendor;

1.5

The resolutions of the shareholders and the directors of the Company referenced in paragraph 1.1 above;

1.6

Letters of resignations of directors of the Company, such letters of resignation to be in any usual form and in each case acknowledging that such persons have no outstanding claim against the relevant Group Member, whether for compensation for loss of office or otherwise howsoever arising;

1.7

All certificates of incorporation and certificates of incorporation on change of name for the Company and the Subsidiaries and all Business Registration Certificates or Business Licences for the Company and the Subsidiaries, together with all approvals, permits, certificates and licences issued in relation to the Company and the Subsidiaries;

1.8

The common seal, company chops finance chops and statutory books (including minute books) and books of account of the Company and the Subsidiaries made up to the Completion Date;

1.9

Copies of all bank mandates given by the Company and/or any of the Subsidiaries and forms of cancellation of such bank mandates duly executed;

1.10

Alteration of all bank authorised signatories to the such persons as nominated by the Purchaser;

1.11

Bank statements dated not earlier than two Business Days before Completion for all bank accounts of the Company and/or the Subsidiaries together with cash book balances of the Company and/or the Subsidiaries as at Completion and reconciliation statements reconciling such balances with the bank statements;

1.12

All cheque books in the possession of or under the control of the Company and/or any of the Subsidiaries;

1.13

All credit cards in the name of or for the account of the Company and/or any of the Subsidiaries in the possession of any person resigning from his office or employment on Completion;

1.14

A letter from any relevant banks and duly executed deeds of release evidencing the release and discharge of all guarantees and charges of the Company and/or the Subsidiaries to such banks;

1.15

All current insurance policies;

1.16

Such waivers, consents or other documents as the Purchaser may require to enable the full beneficial ownership of the Shares to vest in the Purchaser or to enable the Purchaser or its nominees to be registered as holders of the Shares;

1.17

1.18

Such other documents and things as the Purchaser may properly and reasonably request to implement this transaction.

The Vendor covenants with the Purchaser that, in the period from the date of this agreement to Completion, it will procure that the Company and each of the Subsidiaries must (unless the Purchaser otherwise agrees in writing):

2.

Not dispose of or agree to dispose of or acquire or agree to acquire any assets or stock (other than in the normal course of business) or assume or incur or agree to assume or incur a liability, obligation or expense (actual or contingent) except in the usual course of its business;

3.

Not merge or amalgamate or agree to merge or amalgamate its business with any other company;

4.

Not enter into any scheme or arrangement with creditors;

5.

Not enter into any contract, transaction or arrangement with the Vendor;

6.

Not pass any shareholders' resolution;

7.

Not create, allot, issue, acquire, redeem or repay any share or loan capital or agree, arrange or undertake to do any of those things or acquire or agree to acquire shares or any other interest in any other company;

8.

Not enter into any long-term contract or any contract or arrangement involving expenditure or liabilities other than in the ordinary course of business;

9.

Not make any capital commitment or approve or make any capital expenditure in excess of this amount and/or before the time provided in the relevant budget;

10.

Not amend or terminate any agreement, arrangement or obligation to which it is a party;

11.

Not engage in any transaction except on an arm's-length basis in the ordinary course of business;

12.

Not increase or agree to increase the remuneration (including, without limitation, salary, bonuses, commissions, profits in kind and pension contributions) of any of its directors or employees or vary the terms of employment of or dismiss any employee or engage any new employee or agree to provide any gratuitous payment or benefit to any person;

13.

Not amend or discontinue the Relevant Benefits or communicate to any employee any plan, proposal or intention to amend, discontinue or exercise any discretion in relation to any such schemes;

14.

Not alter or agree to alter the terms of any existing borrowing facilities or arrange additional borrowing facilities;

15.

Not create or agree to create any Encumbrance over any of its assets or make any loans or enter into any guarantee or stand surety for the obligations of any third party;

16.

Not grant any credit except normal trade credit given in the ordinary course of business;

17.

Not declare, make or pay any dividend or other distribution;

18.

Not change its accounting reference date;

19.

Not enter into any litigation or arbitration proceedings;

20.

Except in the usual course of its business, not compromise, settle, release, discharge or compound litigation or arbitration proceedings or a liability, claim, action, demand or dispute, or waive a right in relation to litigation or arbitration proceedings;

21.

Conduct its business in all material respects in accordance with all applicable legal and administrative requirements in any jurisdiction;

22.

Not cancel or fail to renew by the due date the insurance policies in force at the date of this agreement nor do or omit to do anything to render such policies void or voidable.

IN WITNESS of which the parties or their duly authorised representatives have executed this agreement.