-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JbvcV7E8GqyiCoZY3h62C9QRlz44pGi9RXLdmVkM/kapCBUlaHviymOw4MVGR+yy II4aF4NLWuehQOO4TxxMBw== 0001047469-99-037020.txt : 19991227 0001047469-99-037020.hdr.sgml : 19991227 ACCESSION NUMBER: 0001047469-99-037020 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19990928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRITY HOLDINGS LTD CENTRAL INDEX KEY: 0001068397 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841424647 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-27475 FILM NUMBER: 99718414 BUSINESS ADDRESS: STREET 1: 3838 CAMINO DEL RIO NORTH 333 CITY: SAN DIEGO STATE: CA ZIP: 92108 BUSINESS PHONE: 6192808000 MAIL ADDRESS: STREET 1: 3838 CAMINO DEL RIO NORTH STREET 2: SUITE 333 CITY: SAN DIEGO STATE: CA ZIP: 92108 10SB12G 1 10-SB12G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------- FORM 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b) OR 12(g) OF THE SECURITIES ACT OF 1934 INTEGRITY HOLDINGS, LTD ----------------------------------------------- (Exact name of Small Business Issuers in Its Charter) NEVADA 84-1424647 - -------------------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Camden Lock, Dublin 4, Ireland - -------------------------------------------- ---------------- (Address of principal executive offices) (Zip code) 001-3531-667-7727 ----------------------------------------------- (Issuer's Telephone Number) Securities registered under Section 12(b) of the Exchange Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ n/a n/a Securities registered under Section 12(g) of the Exchange Act: Common Equity, Par Value $.001 ----------------------------------------------- (Title of Class) - 1 - INTEGRITY HOLDINGS, LTD. FORM 10-SB TABLE OF CONTENTS
NO. TITLE PAGE NO. - --- ----- -------- PART I Item 1. Description of Business.........................................................................3 Item 2. Management's Discussion and Analysis or Plan of Operations.....................................18 Item 3. Description of Property........................................................................23 Item 4. Security Ownership of Certain Beneficial Owners and Management.....................................................................................24 Item 5. Directors, Executive Officers, Promoters and Control Persons;..................................25 Item 6. Executive Compensation.........................................................................27 Item 7. Certain Relationships and Related Transactions.................................................28 Item 8. Description of Securities......................................................................28 PART II Item 1. Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters...........................................................29 Item 2. Legal Proceedings..............................................................................29 Item 3. Changes in and Disagreements with Accountants..................................................30 Item 4. Recent Sales of Unregistered Securities........................................................30 Item 5. Indemnification of Directors and Officers......................................................31 PART F/S Financial Statements...........................................................................32 PART III Item 1. Index to Exhibits..............................................................................32 Item 2. Description of Exhibits........................................................................33 Signatures.....................................................................................34
- 2 - PART I ITEM 1. DESCRIPTION OF BUSINESS. Integrity Holdings Limited ("Integrity" or the "Registrant") was incorporated under the laws of the State of Nevada on July 27, 1977 with the name of Culver City Studio Records, Inc. The Registrant had been in the development stage since its inception and had been engaged in the activity of developing mining properties until 1980 after which the Registrant was inactive. The Registrant came out of its development stage in 1998 with its acquisition of the Wyse Group PLC. On December 9, 1997, the Registrant changed its name to Birds Eye, Inc. At this stage the Registrant was still inactive. On July 13, 1998, 10,000,000 shares were issued to the founders of Integrity for $0.01 per share and share options for 6,279,500 shares with an exercise price of $1.00 per share were also granted to the founders in order to raise capital. On July 13, 1998, the Registrant changed its name to Integrity Holdings, Ltd. The Registrant is now a holding company and operates solely through its wholly owned subsidiaries. The Registrant operates in the computer and information technology sector providing software, consulting, web technologies, networking solutions, hardware supplies and maintenance and financial services to various industrial sectors in international markets. The Registrant currently owns software in general accounting, credit union, veterinary, clearing management, veterinary practice management software and print and packaging. The Registrant is also involved in the provision of financial services to its user base. The Registrant maintains its principal place of business at Integrity House, Camden Lock, South Dock Road, Dublin 4, Ireland. The Registrant has currently five (5) subsidiaries operating offering products and services to the following sectors: print and packing, credit unions, veterinary, veterinary practice management and cleaning management. - 3 - The Registrant is involved in an ongoing program of seeking additional acquisition opportunities that fall within the profile of owning it's own mission critical software having large user bases and significant recurring income. The Registrant will also seek acquisitions which will have synergies with the Registrant's other subsidiaries and operations. As the Registrant acquires more software businesses, it intends to take full advantage of the ten percent (10%) rate of corporation tax by locating, where possible, the software development work in Ireland. During the past twelve (12) months the Registrant has made five (5) major acquisitions. As a result of these acquisitions, the total revenues of the Registrant have grown to $10,403,131 for the twelve (12) months to December 31, 1998. The Registrant owns all of the issued and outstanding stock of the Wyse Group PLC. ("Wyse"), Saracen Computer Systems Limited ("Saracen"), Information Support Limited ("ISL") and the Premier Computer Group ("Premier"). The Registrant and its subsidiaries employ a total of 178 employees of which 170 are full time. These are employed in the following areas:
AREA NUMBER 1. Sales 68 2. Administration 30 3. Engineering and Support 50 4. R & D 30
The Registrant's common stock is publicly traded on the OTC Bulletin Board under the symbol INTY. The financial statements have been prepared on the basis that The Wyse Group PLC. is the predecessor entity (the only entity with operations at the time of its acquisition on July 13, 1998). As such, the balance sheet as at December 31, 1997 is that of The Wyse Group PLC. The statement of operations for the years ended December 31, 1996,1997 and period to June 30, 1998 are the operating results of The Wyse Group PLC. The accompanying consolidated balance sheet as at December 31, 1998 and consolidated statements of operations for the period ended December 31, 1998 include the accounts of Integrity Holdings, Ltd. and each of it's wholly owned subsidiaries. Inter-company transactions have - 4 - been eliminated. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles. RECENT DEVELOPMENTS Beginning in July 1998, the Registrant has made five (5) major acquisitions of businesses via share purchases or share exchanges or the purchase of business assets. They include: SHARE PURCHASE/EXCHANGE
BUSINESS ACTIVITY AT EFFECTIVE DATE NAME AND LOCATION THE TIME OF ACQUISITION OF ACQUISITION ----------------- ----------------------- -------------- 1. The Wyse Group PLC. Computer and Information July 13, 1998 United Kingdom Technology Leasing Brokerage 2. Saracen Computer Software applications October 3, 1998 Systems Limited for industrial cleaning United Kingdom management 3. Information Support Computer Maintenance October 12, 1998 Limited and networking services United Kingdom 4. Premier Computer Software applications for December 23, 1998 Group Limited credit unions, veterinary Ireland and print and packaging sectors PURCHASE OF BUSINESS ACTIVITY AT EFFECTIVE DATE BUSINESS ASSETS THE TIME OF ACQUISITION OF ACQUISITION --------------- ----------------------- -------------- 1. Axon Veterinary Customer base and March 26, 1999 Limited software for the Scotland veterinary industry
On July 13, 1998, the Registrant made a share exchange of 100% of the issued and outstanding shares of The Wyse Group PLC. ("Wyse PLC."), a computer leasing brokerage company with four offices in the UK. Wyse has been operating profitably in the UK since 1989 and has over 4,000 customers. Wyse was established in 1989 and since then has grown to be a market leader in office and technology finance a total 183,375 shares were - 5 - issued to acquire 100% of the issued and outstanding shares of The Wyse Group Limited. On October 3, 1998, the Registrant acquired via a combination of a cash payment and the issuance of Integrity common stock for all of the issued and outstanding shares of Saracen. The purchase price for Saracen was $1,485,000 cash and 10,562 shares of restricted common stock. The Registrant financed the acquisition of Saracen by way of a private placement of its shares. Saracen has been operating profitably in the UK since 1984, and has over 100 customers. Saracen is engaged in the design and supply of management information systems in the cleaning management industry. On October 12, 1998, the Registrant acquired for cash all of the issued and outstanding shares of ISL, a major computer support services business based in Wokingham, England with regional support centers throughout the UK. The total consideration paid for ISL was $561,000. The Registrant financed this acquisition with the funds raised in it's private placement. ISL has been operating profitably in the UK since 1991 and has over 4,000 customers. The Registrant is engaged in providing maintenance services and networking solutions to industry. ISL is one of the largest resellers of Acer computer systems in the United Kingdom. On December 23, 1998, the Registrant acquired via a combination of cash payment and the issuance of Integrity common stock, all of the issued and outstanding shares of Premier. The consideration paid for Premier was $1,227,620 in cash and 147,672 of the Registrant restricted common stock. The gross revenues in Premier for the year to December 31, 1998 were in excess of US $7.5 million. The cost of the acquisition was financed with funds raised from the sale of the Registrant's stock and cash generated from operations. Premier provides software services to the Credit Union, printing and packaging and veterinary management sectors. Premier owns the intellectual property rights to the software it provides to these customers. On March 26, 1999, after the end of the reporting period, Progress Systems Limited (a wholly owned subsidiary of the Premier Computer Group which is a wholly owned subsidiary of the Registrant) purchased the customer base and software rights to five different software products from - 6 - Axon Veterinary Limited ("Axon"). Axon supplied software and related information technology services to the veterinary practices in the United Kingdom and Ireland. Axon has in excess of 800 customers. The consideration for Axon was $445,500 in cash. The acquisition was funded from cash generated from operations. MAJOR OPERATING SUBSIDIARIES THE WYSE GROUP PLC. Wyse is a United Kingdom leasing brokerage business specializing in lease brokerage to the information technology industry. Its main location is in Chesham, England and it has four other regional offices in Northampton, Sheffield and Somerset all in the United Kingdom. Wyse is a lease brokerage firm in the UK with over 4,000 current clients. It has major alliances with large finance houses throughout the UK providing it with the ability to broker leasing deals, which give the best advantage to the customer as well as ensure that Wyse is a profitable organization. The inclusion of Wyse as part of the Registrant's group has major benefits as it allows the other companies within the Group to provide a financial solution to its clients as well as the information technology solution. This ensures that the group gains from not only the sale of the information technology solution, but also the financial solution. Wyse's main competition in the United Kingdom is the larger financial institutions that provide leasing services directly to the client. Some of these competitors may have greater financial, technical and/or marketing resources than Wyse and could at some stage in the future pose a significant competitive threat. Wyse competes on the basis of its high quality service, excellent staff and building of its customer loyalty. Wyse currently employs 26 People of which 24 are full time. Wyse is dependent on its well motivated and trained sales teams. Wyse continually invests in training and morale building with its entire staff to ensure they remain competitive and focused. Wyse is currently setting up an office in Dublin Ireland where it intends to provide similar services in the information technology industry through, initially, a partnership arrangement with the Premier Computer Group a subsidiary recently acquired by the Registrant. - 7 - In it's own right, Wyse has a large customer base and with the potential of the group synergies, Wyse will benefit from introduced group business. SARACEN COMPUTER SYSTEMS LIMITED Saracen is a United Kingdom information technology company located in Uttoxetter, United Kingdom. Saracen provides comprehensive information technology solutions to the cleaning management industry in the United Kingdom and Ireland. Saracen's products and services are primarily provided to clients utilizing client/server architecture for their information technology solutions. Client/server architecture utilized multiple terminals and workstations linked to larger computers and specialized hardware. The systems may also include internet and intranet solutions. This architecture is generally used by larger businesses with multiple locations. Saracen's systems include fifteen separate modules designed specifically for the cleaning management industry. Saracen's business systems provide complete integration of all business activities into a single computer system which can be linked to a third party accounting software system giving full integration. Saracen is a provider of information technology solutions to the cleaning management industry both in the United Kingdom and Ireland. Saracen's main competitors are other smaller software houses with single products for specific sections of the industry and in house information technology departments which develop their own systems. Saracen's markets are characterized by rapid technology advances and frequent introductions of new products and enhancements of existing products. Therefore, new competitors may enter the market at any time. Some of these competitors may have greater financial, technical and/or marketing resources than the Registrant, and could pose a significant competitive threat. New competitors could implement a significant marketing and product development drive, which could compete with Saracen's products. Saracen competes on the basis of its high quality systems, its lower costs due to economies of scale and its superior customer support. Saracen's software products are frequently refined and improved to remain competitive and to integrate enhancements provided by new technology advances. Saracen continues to investigate opportunities to - 8 - acquire additional specialty products and expand into additional markets in Europe and the US. Saracen currently employ's 15 people, all of whom are full time. INFORMATION SUPPORT LIMITED (ISL) ISL is a United Kingdom company, located in Wokingham, England. ISL specializes in hardware, remote management support and networking support for mid to high end users on mainly client/server architecture. It has 4,000 corporate users. Support services are provided for desktop management, networks, operating systems, data security, disaster recovery and training. ISL has developed a very high level of skills in these areas and is one of the market leaders in providing such services in the United Kingdom. ISL is currently supplying these services to over 4,200 clients in the United Kingdom and Ireland. ISL has several partnerships with Value Added Resellers (VAR's) for the supply of maintenance and networking solutions to their clients. Such partnerships provide ISL with additional selling opportunities and revenues. In such arrangements ISL provides the hardware and networking solution and the VAR provides the software solutions to the end user. ISL's markets are characterized by rapid technology advances and frequent introductions of new products and enhancements of existing products. Competition in this market area is very strong and any change in marketing and distribution of products from the suppliers or manufacturers could have an adverse effect on the business of ISL. In addition, new competitors may enter the market at any time. Some of these competitors may have greater financial, technical and/or marketing resources than the Registrant, and could pose a significant competitive threat. ISL competes on the basis of its quality systems, its lower costs due to economies of scale and its customer support. The products which ISL sells and maintains are constantly being refined and improved to cope with technology improvements. As a result, staff training is a very important part of the operation of ISL and will continue to be in order to ensure ISL can maintain a competitive edge in this market. ISL employ's eighty four (84) people, all of whom are full-time. ISL continues to expand its business by way of investigating more opportunities to acquire customer bases and develop other partnerships within its market. - 9 - PREMIER COMPUTER GROUP Premier is an Irish company which is located in Dublin, Ireland specializing in providing of both software and hardware solutions for the credit union, veterinary and print, and packing industries. Premier provides comprehensive solutions for clients from the client's information system requirements through sales of hardware, software and provision of implementation, support and training services. Premier's products and services are primarily provided to clients utilizing client/server architecture for their information technology solutions. Client/server architecture utilizes multiple terminals and workstations linked to larger computers and specialized hardware. The systems may also include internet and intranet solutions. This architecture is generally used by larger businesses with multiple locations. Premiers systems provide complete integration of all business activities into a single computer system. Premier has successfully established itself as one of the leading software suppliers to its specific markets in Ireland and the United Kingdom. Premier's main competition in Ireland is companies of a similar size with product ranges. However, Premier has established itself as the leading supplier of credit union and big ticket print and packing software in Ireland. Premier's markets are characterized by rapid technology advances and frequent introductions of new products and enhancements of existing products. In each of the markets that Premier is involved in, there are competitors, which are as big as premier and with technology, which is similar. Therefore, competitors may enter the market at any time. Some of these competitors may have greater financial, technical and/or marketing resources than Premier, and could pose a significant competitive threat. Premier competes on the basis of its quality systems, its lower costs due to economies of scale and its customer support. Premier's software products are constantly being refined and improved to remain competitive and to integrate enhancements provided by new technology advances. Premier currently employs fifty (50) people, all of which are full time. Premier is currently looking at other opportunities to develop its products and customer base with particular focus on acquisitions in its current markets. PROPRIETARY RIGHTS The Registrant and its subsidiaries rely on a combination of copyright, trade secret and trademark laws, and non-disclosure and other contractual - 10 - provisions to protect their various proprietary products and technology have. These safeguards may not prevent competitors from imitating the Registrant's products and services, especially in foreign countries where legal protection of intellectual property may not be as strong or consistent as in the United States. Because the Registrant's business segments are characterized by rapid technological change, the Registrant believes that factors such as the technological and creative skills of its personnel, name recognition, market penetration and reliable customer service and support are ;more important to establishing and maintaining a competitive position in its markets than the various legal protections of its proprietary developments. The Registrant believes that its proprietary rights do not infringe the proprietary rights of third parties. There can be no assurance however that third parties will not assert such infringement by the Registrant with respect to current or future products, software, trade names or services. Any such claim, with or without merit, could be time consuming, result in costly litigation and cause product release delays, and might require the Registrant to enter into royalty or licensing agreements or cease distribution of certain products or services. Such royalty or licensing agreements, if required, may not be available on terms acceptable to the Registrant. RISK FACTORS The securities of the Registrant are speculative in nature and involve a high degree of risk. In addition to the other information contained in this report, shareholders should carefully consider the following risk factors: POSSIBLE FLUCTUATIONS IN OPERATING RESULTS There can be no assurance that the Registrant's operating subsidiaries will continue to operate profitably, or that prior trends will be indicative of future results of operations. The Company expects that its operating results will fluctuate in the future as a result of factors such as increases in competition, significant acquisitions, currency fluctuations, political changes, overall domestic and international economic conditions, and other circumstances that may not be foreseeable at this time. The Registrant will have no control or influence over many of these factors. MANAGEMENT OF GROWTH The Registrant has experienced, and is currently experiencing, a period of rapid growth which has placed, and could continue to place, a significant - 11 - strain on the resources of the company. In order to support the growth of its business, the Registrant plans to significantly expand its level of operations during 1999. If the Registrant's management is unable to manage growth effectively, the Registrant's operating results could be adversely affected. RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS In connection with the Registrant's plan to grow its existing markets and expand into new markets, the Registrant intends to acquire existing companies and convert or integrate such companies' existing operations and products with the Registrant's operations and products. If the Registrant does enter into any such acquisition transactions, the Registrant does not intend to seek shareholder approval. Therefore, the shareholders of the Registrant may not have the ability to review the financial statements of the acquisition candidate or to vote on the acquisition. Any such acquisition could substantially dilute the ownership interest of the existing shareholders. The Registrant may compete for acquisition and expansion opportunities with companies that have significantly greater financial and other resources. There can be no assurance that the Registrant will be able to locate or acquire suitable acquisition candidates, or that any operations that are acquired can be effectively and profitably integrated into the Registrant's existing operations. Additionally, although acquisitions will be designed to increase the Registrant's long-term profitability, they may negatively impact the Registrant's operating results, particularly during the periods immediately following an acquisition, as a result of capital funding requirements, the dedication of management resources that may temporarily detract attention from other operations, difficulties of combining research and development and sales and marketing efforts, the necessity of coordinating geographically separated organizations, and difficulties integrating personnel with disparate business backgrounds and combining different corporate cultures. COMPETITION The information technology industry is highly competitive. The industry includes major domestic and international companies, many of which have financial, technical, marketing, sales, distribution and other resources substantially greater than those of the Registrant and its subsidiaries. Although the Registrant generally competes in specialty sectors of the information technology industry where competition is currently less intense, the Registrant expects competition in each of these sectors to increase. As competition increases, competitors can be expected to - 12 - aggressively price their products and offer new products and services not currently offered by the Registrant or its subsidiaries. Emergence of new competitors, particularly those offering lower cost products, enhancements and/or additional features, may impact margins and intensify competition in new markets. DEPENDENCE ON KEY PERSONNEL The Registrant's success depends to a significant degree upon the continuing contributions of its key management, sales, marketing, R&D and manufacturing personnel, many of whom would be difficult to replace. In particular, the Registrant's success depends on the executive management of Wyse, Saracen, ISL and Premier. The Registrant does not have employment contracts with most of its key personnel. The Registrant believes that its future success will depend in part upon its ability to attract and retain highly skilled hardware and software engineers, and management, sales and marketing personnel. Competition for such personnel is intense, and there can be no assurance that the Registrant will be successful in attracting and retaining such personnel. Failure to attract and retain key personnel could have a material adverse effect on the Registrant's business, operating results and financial condition. NO ASSURANCE OF PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE There currently exists only a limited public trading market for the Registrant's common stock. Price and volume quotations are currently reported on the OTC Bulletin Board, but there can be no assurance that an active trading market will be sustained. The market price of the common stock could be subject significant fluctuations in response to operating results and other factors, many of which are not within the control of the Registrant. In addition, in recent years the stock market in general, and the market for shares of small capitalization stocks in particular, have experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of affected companies. These fluctuations, as well as general economic and market conditions, may adversely affect the market price of the common stock. EFFECTS OF POSSIBLE ISSUANCE OF PREFERRED STOCK The Registrant's Articles of Incorporation do not presently authorize the issuance of preferred stock. The rights of the holders of common stock will be subject to, and may be adversely affected by the rights of the holders of any preferred stock that may be authorized and issued in the future. The Registrant has no present plans to authorize and issue any shares of - 13 - preferred stock. Any issuance of preferred stock would make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of the outstanding voting stock of the Registrant. RISKS OF INTERNATIONAL BUSINESS The Registrant through its subsidiaries currently has significant operations abroad and plans to expand its foreign operations. Although senior management of the Registrant and its subsidiaries have significant experience managing international operations, the Registrant has limited experience in some of the foreign markets in which its subsidiaries operate. International expansion efforts may strain the Registrant's management and other resources. Any failure of the Registrant to expand in an efficient manner or to manage its dispersed organization could have a material adverse impact on the Registrant's business and financial results. Other risks that will be faced by the Registrant in its international business include potentially costly regulatory requirements; unexpected changes in regulatory requirements; application of foreign law; fluctuations in currency exchange rates (which could materially and adversely affect the Registrant's results of operation and, in addition, may have an adverse effect on demand for the Registrant's products abroad); tariffs or other barriers; difficulties in staffing and managing foreign operations; political and economic instability; difficulties in accounts receivable collection; extended payment terms; and potentially negative U.S. and foreign tax consequences. These factors could have an adverse impact on the Registrant's business and financial results in the future or require the Registrant to modify its current business practices. The Registrant does transact all of its business in foreign currencies and the conversions are accounted for in the financial statements. SUBSTANTIAL FUTURE CAPITAL NEEDS; NO FUNDING COMMITMENTS Expansion of the Registrant's business, including acquisitions, may require a commitment of substantial funds. To the extent that the internally generated funds are insufficient to fund the Registrant's expansion, it may be necessary for the Registrant to seek additional funding, either through collaborative arrangements or through public or private financing. The Registrant has no current commitments or arrangements with respect to, or readily available sources of, additional funding. There can be no assurance that additional funds are raised by issuing equity securities, dilution to the existing shareholders will likely result. If adequate funds are not available, the Registrant's business could be adversely affected. - 14 - DEPENDENCE ON PROPRIETARY TECHNOLOGY; LACK OF PATENTS AND PROPRIETARY PROTECTION; RISKS OF THIRD PARTY INFRINGEMENT CLAIMS The Registrant and its subsidiaries presently have no patents with respect to their proprietary technologies. Instead, the Registrant and its subsidiaries currently rely upon copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect their proprietary products. All of these afford only limited protection. Accordingly, there can be no assurance that the Registrant's measures to protect its current proprietary rights will be adequate to prevent misappropriation of such rights or that the Registrant's competitors will not independently develop or patent technologies that are substantially equivalent or superior to the Registrant's technologies. Additionally, although the Registrant believes that its products and technologies do not infringe upon the proprietary rights of any third parties, there can be no assurance that third parties will not assert infringement claims against the Registrant. Similarly, infringement claims could be asserted against products and technologies which the Registrant licenses, or has the rights to us, from third parties. Any such claims, if proved, could materially and adversely affect the Registrant's business and results of operations. In addition, though any such claims may ultimately prove to be without merit, the necessary management attention to, and legal costs associated with, litigation or other resolution of such claims could materially and adversely affect the Registrant's business and results of operations. RAPID OBSOLESCENCE AND TECHNOLOGICAL CHANGE The market for information technology products and services is characterized by rapidly changing technology, frequent introductions of new products and evolving industry standards which result in product obsolescence and short product life cycles. Accordingly, the Registrant's success is dependent upon its ability to anticipate technological changes in the industry and to continually identify, obtain and successfully market new products and services that satisfy evolving technologies, customer preferences and industry requirements. There can be no assurance that competitors will not market products and services which have perceived advantages over those of the Registrant and its subsidiaries or which render products and services to be offered by the Registrant and its subsidiaries obsolete or less marketable. - 15 - NO DIVIDENDS ON COMMON STOCK The Registrant has not previously paid any cash or other dividends on its common stock and does not anticipate payment of any dividends for the foreseeable future. The Registrant anticipates retaining its earnings to finance its operations, growth and expansion. CERTAIN UNITED STATES FEDERAL INCOME TAX RISKS It is possible that based on stock ownership and/or types of income, the Registrant may be classified as a passive foreign investment company, a controlled foreign corporation, a foreign personal holding company or a personal holding company for United States federal income tax purposes. Under the special rules that apply to such companies, United States residents may be required to include certain amounts in income before it is actually distributed to them. Although the Registrant intends, to the extent consistent with its other business goals, to operate in a manner that will minimize the adverse effects of such provisions, if applicable, no assurance of such a result can be given. Therefore, each shareholder should consult his or her own tax advisor with respect to the tax consequences to him or her of the ownership and disposition of the Registrant's common stock, including the applicability and effect of federal, state, local and foreign tax laws and of changes in applicable tax laws. YEAR 2000 SOFTWARE COMPLIANCE ("MILLENNIUM BUG") Many currently installed computer systems and software products are coded to accept only two digit entries in the date code field and cannot distinguish 21st century dates from 20th century dates. As a result, many software and computer systems, including machines controlled by microprocessors, may need to be upgraded or replaced in order to comply with such "Year 2000" requirements. In general, the Registrant's operating subsidiaries are reliant on software developed internally. The Registrant utilized third-party equipment and software that may not be Year 2000 compliant. For this reason, the Registrant has implemented a four step plan to address its Year 2000 issues, consisting of (i) assessing Year 2000 readiness; (ii) remediating non-compliant hardware and software; (iii) testing remediated hardware and software; and (iv) certifying Year 2000 compliance. Personnel from each operating subsidiary have been involved in the process. Senior management of the Registrant is coordinating the effort. Communications with customers and suppliers to determine their Year 2000 issues are an integral part of the program. The Registrant has reviewed all vendor contracts and has - 16 - requested written certification from each vendor that its products are Year 2000 complaint. Assessment activities are estimated at approximately 95% complete. Assessment data is continuously updated as new information becomes available. Overall remediation efforts are estimated at 90% complete. Because the assessment process is not yet complete, the Registrant cannot yet accurately estimate the costs and risks that will be associated with Year 2000 assessment and remediation. As of the date of this report, the Registrant has not identified any costs associated with the necessary corrective efforts. It is probable that costs may materialize as the Registrant collects further assessment data. Costs for Year 2000 compliance are not being accounted for separately. Much of the cost is being accounted for as part of normal operating budgets. Overall, the costs are not expected to have a significant effect on the Company's consolidated financial position or results of operations. In the event that any of the Registrant's significant suppliers or customers do not successfully and timely achieve Year 2000 compliance, the Registrant's business or operations could be adversely affected. This could result in system failures or generation of erroneous information and could cause significant disruption of business activities. In the event the Registrant does not fully identify and correct all Year 2000 problems in the products marketed by its subsidiaries, those subsidiaries could become subject to warranty claims or returns, which could have an adverse effect on financial performance. Moreover, the Registrant's subsidiaries could become subject to warranty claims, with or without merit, returns and/or increased customer support expenses if the computer systems of customers are not able to properly integrate the Registrant's products due to customers' internal Year 2000 problems. Finally, Year 2000 problems could have a ripple effect through world economies which could adversely affect the demand for some or all of the Registrant's products and services. The Registrant intends as part of the certification process to have each of its operating subsidiaries perform a Year 2000 "dry run," where the dates on all computers and microprocessor-controlled equipment are set ahead to a date within the year 2000, and the Registrant hopes that such dry runs will identify all remaining internal Year 2000 issues before problems occur. The company will perform the dry run on a subsidiary by subsidiary basis and will be completed before the end of October, 1999. These procedures will not, however, identify external Year 2000 problems, and they will not provide any information as to how Year 2000 problems throughout world economies - 17 - may affect the Registrant. The Registrant intends to create a contingency plan to address these latter types of risks, but it has not yet done so. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. The Registrant is involved in the computer software and related activities and provides comprehensive, individually tailored services including software, hardware, networking and financial solutions to its large user base. The Registrant has large recurring income and plans to increase this income through an aggressive acquisition policy. The financial settlements have been prepared on the basis that The Wyse Group PLC. is the predecessor entity (the only entity with operations at the time of its acquisition on July 13, 1998). As such, the balance sheet as at December 31, 1997 is that of The Wyse Group plc. The statement of operations for the years ended December 31, 1996 and 1997 and period to June 30, 1998 are the operating results of The Wyse Group PLC. The Registrant's growth over the last ten (10) months has been through acquisition. For the period from July 1, 1998 to April 30, 1999, the Registrant has made five major acquisitions with estimated gross annualized revenues of $20 million. Given the timing of each acquisition the results of the company, as set out below, do not reflect the total activity of the Registrant as it currently stands. Only that part of each subsidiary results that refer to the post acquisition period are reflected in the results of the company. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this report regarding matters that are not historical facts are forward-looking statements. Because such forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, competition, fluctuations in currency exchange rates, the demand for the Registrant's products and services internationally, especially in the United Kingdom and Ireland, and other risk factors identified from time to time in the Registrant's filings with the Securities and Exchange Commission. The Registrant urges readers to review the risk factors listed in this report on Page 13. The Registrant undertakes no obligation to release publicly any revisions to forward-looking statements to reflect events or circumstances - 18 - after the date of this report or to reflect the occurrence of unanticipated events. YEAR TO DECEMBER 31, 1998 The following table sets out the results for the period covered, the relative percentages that certain income and expense items bear to revenues:
1998 1997 1996 ------ ------ ------ AMOUNT % AMOUNT % AMOUNT % ------ --- ------ --- ------ --- Net Sales 10,403,131 100 2,002,210 100 2,726,278 100 Cost of Sales 7,527,519 72 1,256,510 63 2,129,607 78 Gross Profit 2,875,612 28 745,700 37 596,680 22 Selling, general and administration expenses 2,118,646 20 681,785 34 482,667 18 Other income 72,205 1 3,677 0 (1,581) (.06) Income before taxes 829,171 6 67,592 3 112,432 4 Income tax provision 242,912 2 22,121 1 39,204 1 INCOME FORM CONTINUING OPERATIONS 586,259 4 45,471 2 73,228 2.9 BASIC EARNINGS PER 0.14 0.08 0.12 SHARE DILUTED EARNINGS PER SHARE 0.06 0.08 0.12
The Registrant reported a consolidated net income of $586,259 for the year ended December 31, 1998 as compared with $45,471 in 1997 and - 19 - $73,228 in 1996. The significant increase in net income is because of the acquisitions of ISL and Saracen in October 1998 and Premier in December 1998. REVENUES Net sales for the twelve (12) months were $10,403,131 as compared with $2,002,210 in 1997 and $2,726,287 in 1996. In 1997 and 1996 the net sales related only to Wyse. The 208% increase in net sales from 1997 to 1998 reflects the inclusion of net sales from the three acquisitions made during the year of ISL, Saracen and Premier. COST OF GOODS SOLD Cost of goods sold was $7,527,519 or 72% of sales. This is compared with $1,256,510 or 63% of sales in 1997 and $2,129,607 or 86% of sales in 1996. The inclusion of the figures for ISL, Saracen and Premier account for the increase in the level of cost of sales and in the increased percentage as against net sales. OPERATING EXPENSES Marketing, Selling, General and Administration expenses were $2,118,646 or 20% of sales as against $681,785 or 34% of sales in 1997 and $482,667 or 18% of sales. With the inclusion of the ISL, Saracen and Premier during 1998, the operating expenses increased by 42% on 1997 and 79% on 1996. EARNINGS PER SHARE Basic earnings per share was $.14 for the year ended December 31, 1998. All of which was derived from normal operations. Diluted earnings per share was $.06. LIQUIDITY AND CAPITAL RESOURCES At December 31, 1998, the company had cash of $1,070,492. During the period to December 31, 1998, the company raised through sales of its own stock $2,605,848. It acquired Saracen for $1,485,000 cash, ISL for $561,000 cash and Premier for $1,375,292 of which $245,000 was paid as a deposit and the balance of $932,620 was paid after the year end. - 20 - FIRST QUARTER TO MARCH 31, 1999 The following table sets out the results for the period covered, the relative percentages that certain income and expense items bear to revenues:
UNAUDITED AUDITED 1999 1998 AMOUNT % AMOUNT % --------- --- --------- --- Net Sales 8,304,170 100 2,002,871 100 Cost of Sales 4,721,936 57 1,748,585 87 Gross Profit 3,582,234 43 254,286 13 Selling, general and administration expenses 2,297,864 28 234,840 12 Goodwill write off 177,974 2 -0- Income before taxes 1,106,396 13 19,446 1 Income tax provision 307,571 4 6,806 .04 INCOME FORM CONTINUING OPERATIONS 798,825 10 12,640 1 BASIC EARNINGS PER SHARE 0.068 0.007 DILUTED EARNINGS PER SHARE 0.05 0.007
The Registrant reported a consolidated net income of $862,700 for the quarter ended March 31, 1999 as compared with $12,640 in the same period for 1998. The significant increase in net income is because the net income in the quarter ended March 1998 contains only the income of Wyse. - 21 - REVENUES Net sales for the three (3) months were $8,304,170 as compared with $2,200,817 in the same period for 1998. In 1998 the net sales related only to Wyse. COST OF GOODS SOLD Cost of goods sold was $4,721,936 or 57% of sales. This is compared with $1,748,585 or 87% of sales in the same period for 1998. The inclusion of the figures for ISL, Saracen and Premier account for the increase in the level of cost of sales and in the decrease percentage as against net sales reflecting the higher gross margins obtained for the sale of software products and related services. OPERATING EXPENSES Marketing, Selling, General and Administration expenses were $2,297,864 or 28% of sales as against $234,840 or 12% of sales in the same period for 1998. EARNINGS PER SHARE Basic earnings per share was $.068 for the quarter to March 31, 1999. All of which was derived from normal operations. Diluted earnings per share was $.05. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1999, the company had cash of $1,091,692. During the quarter to March 31, 1999, the Registrant raised through sales of its own stock, $500,000 the balance of $982,620 for the acquisition of Premier. Management believes that current internal cash flows together with available cash, available credit facilities or, if needed, the proceeds from the sale of additional equity, will be sufficient to support anticipated capital spending and other working capital requirements for the foreseeable future. The Registrant expects to continue its strategy of seeking acquisition opportunities within its target profile of companies with significant recurring revenues, market leadership in a mission critical area of information technology and large user bases. There can be no assurance that any such acquisition opportunities will be available on terms acceptable to the - 22 - Registrant, or that any such acquisitions will ultimately be consummated. If any such acquisitions are consummated, they could result in the issuance of significant amounts of equity securities that would dilute the interests of existing shareholders. Such acquisitions could also cause the Registrant to incur commitments for capital expenditures in excess of its cash in hand, either for the purchase price or for the target's operational needs, or both. The Company has not at this time identified any source for such capital if it were to be required. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS SFAS No. 133, "Accounting for derivative instruments and Hedging Activities" requires companies to record derivatives on the balance sheet as assets or liabilities, measured at fair market value. Gains or losses results from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. Management believes that the adoption of SFAS No. 133 will have no material effect on its financial statements. SOP 98-5, "Reporting on the Cost of Start-Up Activities," requires that the costs of start-up activities, including organization costs, be expensed as incurred. This statement is effective for financial statements issued for fiscal years beginning after December 15, 1998. Management believes that the adoption of SOP 98-5 will have no material effect on its financial statements. ITEM 3. DESCRIPTION OF PROPERTY. The Registrant's principal office is located at Camden Lock, South Dock Road, Dublin 4, Ireland which is also the principal office of the Premier Computer Group, a company acquired by the Registrant in December 1998. The office is a modern leasehold building and the Registrant occupies building of 7,000 square feet. The lease expires in June 2028 with an exit clause in 2004 and every five (5) years from then without penalty. The quarterly payments are $31,725 and escalate at 5 year intervals. The next review is due in 2003. The Registrant owns a property in Uttoxetter, England from where Saracen operates. This is a listed building that has ben recently modernized and converted into offices. Saracen Computer services uses the full building of 5,000 square feet. There is no mortgage on this building. - 23 - Details of other leased properties are as follows:
SUBSIDIARY PROPERTY EXPIRATION DATE LEASE TERMS - ---------- -------- --------------- ----------- Wyse Group PLC. Chiltern Court June 2002 $12,375 per Chesham, England quarter Information Crown House, June 2000 $28,050 per Support Limited Toutley Road quarter Reading, England Premier Vet Dublin Lane, One month renewable $4,950 Edinbrough, for the following monthly Scotland month Premier Computer 62 Heather Road 2004 $25,650 per Group Hardware Sandyford year payable Division Industrial Estate quarterly in Dublin, Ireland advance
All leased and owned space is considered adequate for the operation of Integrity Holdings business, and no difficulties are foreseen in meeting any future space requirements. ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth information as to the shares of common stock owned as of June 1, 1999: I Each person who in so far as the Registrant has been able to ascertain beneficially owns more than five percent (5%) of the outstanding 12,356,311 shares of the Registrant. II Each director. III Each of the officers named in the summary compensation table. IV All the directors and officers as a group. Unless otherwise indicated in the footnotes below on the table as subject to community property laws where applicable, the persons as to whom the information is given has sole investment power over the shares of common stock shown as beneficially owned. - 24 -
NAME NUMBER PERCENT ---- ------ ------- 1. Paul B. Nagle 5,231,902 42.34% 2. David P. Nagle 4,698,500 8.03% 3. Paul C. Carroll 605,000(1) 4.9% 4. Kenneth F. Butler 200,000(2) 1.6% 5. Jeremy Hall 60,000 .05% 6. Michael Foley 50,000 .6%
(1)Includes 380,000 shares of common stock subject to options, which are exercisable within 70 days of the date hereof. (2)Includes 175,000 shares of common stock subject to options, which are exercisable within 70 days of the date hereof. ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
SERVED NAME AGE POSITION TERM SINCE ---- --- -------- ---- ----- 1. Kenneth Butler 59 President and Director 1 yr. 07/98 2. Paul B. Nagle 40 Chief Executive 1 yr. 06/99 Officer and Director 3. Paul C. Carroll 38 Chief Financial 1 yr. 07/98 Officer/Secretary and Director 4. Michael Foley 58 Chief Development Officer and Director 1 yr. 07/98 5. Jeremy Hall 34 Director 1 yr. 10/98
KENNETH BUTLER Mr. Butler, age 59, gained over 35 years of experience in computer software development throughout his career with the Powell Duffryn Group where, during his twenty years on the Board, he was also involved in the acquisition, development and disposal of companies, both in the United - 25 - Kingdom and overseas. In addition to his role as Chairman of Integrity Holdings, he is currently with Kvaerner, where he holds a Board position involved with business system development for the Kvaerner Construction Group, based in the United Kingdom, but operating worldwide. Mr. Butler has held this position for in excess of 2 years. PAUL B. NAGLE Mr. Nagle, age 40, has been involved in the IT services industry at an executive level for many years in Ireland, UK and South Africa. He was managing director of Multisoft South Africa, specializing in identifying and restructuring target computer software businesses. He was also managing director of Brilliant Business Systems, part of a large technology group listed on the Johannesburg stock exchange. He has extensive international experience both in financial services and software services. PAUL C. CARROLL Mr. Carroll, age 38, has run his own accountancy and international business consultancy practice for the past 15 years during which time he has gained considerable experience in mergers and acquisitions, particularly in the computer industry. Mr. Carroll has worked on financial projects throughout the world including, Europe, USA, Russia and the former Soviet Union. Prior to the commencement of Mr. Carroll's accountancy practice, he was the Chief Financial Officer of a leading finance house in Dublin, Ireland. Mr. Carroll was educated in Dublin, Ireland, qualified as a Chartered Certified Accountant (FCCA) in 1984, is an Associate of the Institute of Arbitrators and a Fellow of the Institute of Directors. Mr. Carroll sold his accountancy practice in 1998 to take up the CFO position with Integrity Holdings. MICHAEL FOLEY Mr. Foley, age 58, has in excess of 35 years experience as a member of the senior management team with IDA Ireland and IDI Ireland in company acquisitions and development of new companies. Since 1997, he has been retained by OECD to provide policy advice and technical assistance in the area of investment promotion. He has also been an advisor to the Saudi Arabian Government on inward investment. Mr. Foley was educated in Galway, Ireland and he earned a Bachelor of Arts and a Bachelor of Commerce from University College Galway in 1961 and a Masters degree from University College Dublin in 1982. - 26 - JEREMY HALL Mr. Hall studied for a degree in Accountancy and Financial Control at Sheffield Hallam University in 1983 before going to work for a major software manufacturer for two and one half years. He started Wyse at the age of 24 and has been at the company since then. ITEM 6. EXECUTIVE COMPENSATION. Mr. Paul B. Nagle, the Chief Executive Officer and Mr. Paul C. Carroll, the Chief Financial Officer are the only full time executives of the Registrant and in receipt of a salary. Mr. Jeremy Hall is the Chief Executive Officer of the Wyse Group PLC. and receives a salary from that company. Both Kenneth Butler and Michael Foley are non-executive officers and attend quarterly board meetings and are paid their direct expenses for attending these meetings. They receive no other compensation in their capacity as officers of the company. SUMMARY COMPENSATION TABLE There was no executive or director who received compensation in excess of $100,000 for the year December 31, 1998, 1997 or 1996. The following sets forth information concerning all cash and non-cash compensation to be awarded to the companies officers of the company in excess of $100,000 for the year to December 31, 1999:
OTHER ANNUAL OFFICER SALARY COMPENSATION ------- ------ ------------ 1. Paul B. Nagle $120,000(3) -0- 2. Paul C. Carroll 115,500 14,400
(3)Employment commenced on June 1, 1999. OFFICER SHARE OPTIONS DETAILS
EXERCISE EXPIRATION OFFICER OPTIONS % OF TOTAL PRICE DATE ------- ------- ---------- -------- ---------- 1. Paul B. Nagle -0- -0- -0- -0- 2. Paul C. Carroll 600,000 12.7% $1.00/Share 6/03
- 27 - OFFICER SHARE OPTIONS VALUE
NO. OF VALUE AT QUOTED OUTSTANDING MARKET PRICE AS OPTIONS AS OF OF DECEMBER 31, NO. OF DECEMBER 31 1998 OPTIONS VALUE 1998 EXERCISABLE/ EXERCISABLE/ OFFICER EXERCISED REALIZED UN-EXERCISABLE UN-EXERCISABLE ------- --------- -------- -------------- -------------- 1. Paul B. Nagle -0- -0- -0- -0- 2. Paul C. Carroll 220,000 $1,265,000 380,000/-0- $2,185,000/-0-
Mr. Carroll has entered into an employment contract with the Registrant with an annual compensation package of $129,900. ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. There were no transactions during the last two years, or proposed transaction, to which the small business issuer was or is to be a party, in which any director, executive officer, nominee for directorship, securityholder or immediate family member had a direct or indirect material interest as defined by Rule 404 of Regulation S-B. ITEM 8. DESCRIPTION OF SECURITIES. (a) COMMON STOCK: At August 24, 1999, the Registrant had 12,996,509 shares of the common stock outstanding. Registrant's Certificate of Amendment of Articles of Incorporation, filed December 8, 1997, authorized the issuance of up to 100,000,000 of Registrant's common equity shares with a par value of $0.001. Holders of shares of the common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have no cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion, from funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Registrant, the holders of shares of common stock are entitled to share pro rata all assets remaining after payments in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Registrant's common stock. All of the outstanding shares of common stock are fully paid and non-assessable. - 28 - (b) PREFERRED STOCK: The Registrant does not have any authorized or issued preferred stock. PART II ITEM 1. MARKET PRICE AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS. (a) MARKET INFORMATION: The Registrant's common stock trades on the OTC Bulletin Board under the symbol INTY. The Registrant's common stock price at close of business on June 1, 1999 was $5.25 per share. (b) PRICE RANGE: The following is the range of the high and low bids for the Registrant's common stock for each quarter within the last two fiscal years as determined by over-the-counter market quotations. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
1998 1997 ---- ---- QUARTER HIGH BID LOW BID HIGH BID LOW BID - ------- -------- ------- -------- ------- March -0- -0- -0- -0- June -0- -0- -0- -0- Sept. 7.75 5 -0- -0- Dec. 10.75 7 -0- -0-
(c) HOLDERS: The Registrant has approximately 173 common stock shareholders. (d) DIVIDENDS: The Registrant has never paid a cash dividend. It is the present policy of the Registrant to retain any extra profits to finance growth and development of the business. Therefore, the Registrant does not anticipate paying cash dividends on its common stock in the foreseeable future. ITEM 2. LEGAL PROCEEDINGS. The Registrant is not involved in legal proceedings that would have a material adverse effect on the Registrant's financial conditions or results of the operations. - 29 - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS. The accountant has not resigned, declined to stand for re-election nor were they dismissed. The principal accountant's report on the financial statements for the past two years contains no adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope, or accounting principles. There have been no disagreements with any former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES. (a) RECENT SALES: The Registrant had the following stock issuances and granting of stock options on the July 13, 1998 to the founders of the Registrant. All such shares were sold by the officers and directors of the Registrant and no underwriters were utilized. 1. 10,000,000 share of common stock at $.01 per share pursuant to a Phase I, Regulation D, Rule 504 Offering. 2. 6,029,500 share options at an exercise price of $1.00 over the period of the option. 3. 183,375 shares of restricted common stock for the acquisition of Wyse. 4. 10,562 shares of restricted common stock for the acquisition of the share in Saracen Computer Systems Limited. The Registrant had the following stock issuances on August 20, 1998. All of these shares were also sold by the officers and directors of the Registrant and no underwriters were utilized. 5. 450,000 shares of common stock at $2.00 per share to a Phase II, Regulation D, Rule 504 Offering. 6. 626,257 shares of Regulation S restricted common stock at $2.80 per share. (b) EXEMPTIONS FROM REGISTRATION: With respect to the issuance of the 10,000,000 common shares listed at Item 12(a)1 and the 450,000 common shares listed at Item 12(a)4, such issuances were made in reliance on the private placement exemptions provided by Section 4(2) of the Securities Act of 1933 as amended, (the "Act"), SEC Regulation D, Rule 504 of the Act - 30 - FINANCIAL STATEMENTS NO. DESCRIPTION - --- ----------- FS-1 INTEGRITY HOLDINGS LIMITED CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1998 FS-2 REPORT OF DIRECTORS AND FINANCIAL STATEMENTS FOR THE PERIOD OF 1 JULY 1998 TO 31 DECEMBER 1998 FOR THE WYSE GROUP PLC FS-3 SARACEN COMPUTER SYSTEMS LIMITED - DIRECTORS REPORT AND FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998 FS-4 INFORMATION SUPPORT LTD FINANCIAL STATEMENT - 31ST DECEMBER 1998 FS-5 PREMIER GROUP LIMITED - DIRECTORS REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1998 EXHIBIT FS-1 INTEGRITY HOLDINGS LIMITED CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1998 INTEGRITY HOLDINGS LIMITED CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1998 INTEGRITY HOLDINGS LIMITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1998 TABLE OF CONTENTS Page Company Information 2 Report of Independent Public Accountants 3 Consolidated Statement of Operations 4 Consolidated Balance Sheet 5 Consolidated Statement of Changes in Stockholders' Equity 7 Consolidated Statement of Cash Flows 9 Notes forming part of the Consolidated Financial Statements 10 1 INTEGRITY HOLDINGS LIMITED COMPANY INFORMATION DIRECTORS (AS AT 1 JULY 1999) Ken Butler (Chairman) Paul Nagle (President/Chief Executive Officer) Michael Foley (Chief Development Officer) Paul Carroll (Chief Financial Officer/Secretary) Jeremy Hall SECRETARY Paul Carroll REGISTERED OFFICE Suite 333, 3838 Camino Del Rio North, San Diego, California 92108 - 1789, U.S.A. MAIN BANKERS Ulster Bank Limited, Coolock, Dublin, Ireland. INDEPENDENT AUDITORS BDO International, Chartered Accountants, & Registered Auditors, Simpson Xavier Court, 20 Merchants Quay, Dublin 8. SPECIAL SECURITIES COUNSEL Carmine Bua, Suite 333, 3838 Camino Del Rio North, San Diego, California 92108 -1789, U.S.A. 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS OF INTEGRITY HOLDINGS LIMITED We have audited accompanying balance sheet of Integrity Holdings Limited as of December 31, 1998 and 1997 and the related statement of operations, statement of changes in stockholders' equity and cashflows for each of the three years in the period ended December 31, 1998 which have been prepared under the accounting policies as set out on pages 12 to 16. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS The company's management are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audits in accordance with auditing standards generally accepted in the United States of America. An audit includes an examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatements, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. OPINION In our opinion, the financial statements referred to above present fairly, in all material aspects, the financial position of Integrity Holdings Limited at December 31, 1998 and 1997 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles in the United States of America. 30 JUNE 1999 BDO INTERNATIONAL SIMPSON XAVIER COURT, 20 MERCHANTS QUAY, DUBLIN 8 3 INTEGRITY HOLDINGS LIMITED CONSOLIDATED STATEMENT OF OPERATIONS
NOTE YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31 DECEMBER 31 DECEMBER 31 1998 1997 1996 US$ US$ US$ NET SALES 10,403,131 2,002,210 2,726,287 Cost of sales 7,527,519 1,256,510 2,129,607 ---------- --------- --------- GROSS PROFIT 2,875,612 745,700 596,680 OPERATING EXPENSES Administrative expenses (1,651,318) (489,070) (342,694) Marketing (43,416) (12,858) (9,653) Research and development (19,307) (5,718) (4,820) Depreciation (61,516) (31,745) (27,946) Maintenance and repairs (15,607) (21,963) (13,532) Goodwill Amortization (58,551) - - Selling and distribution costs (268,931) (120,431) (84,022) ---------- --------- --------- TOTAL OPERATING EXPENSES (2,118,646) (681,785) (482,667) OPERATING PROFIT 756,966 63,915 114,013 Other income (expenses) Management fee income 74,589 - - Interest income 9,616 4,260 1,498 Interest expense and debt costs (12,000) (583) (3,079) ---------- --------- --------- OTHER INCOME 72,205 3,677 (1,581) PROFIT BEFORE INCOME TAX EXPENSE 829,171 67,592 112,432 Income tax expense 6 (242,912) (22,121) (39,204) ---------- --------- --------- NET INCOME 586,259 45,471 73,228 ---------- --------- --------- EARNINGS PER SHARE 14 US$ US$ US$ Basic 0.14 0.08 0.12 Diluted 0.06 0.08 0.12 Weighted Average number of shares outstanding: - - Basic 4,132,132 594,450 594,450 - - Diluted 9,514,561 594,450 594,450
4 INTEGRITY HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET
NOTE AS AT As at DECEMBER 31 December 31 1998 1997 US$ US$ ASSETS CURRENT ASSETS: Cash and cash equivalents 1,070,492 91,473 Receivables 5,875,636 499,530 Inventories 8 207,016 - Income tax refund receivable 37,215 4,113 ---------- -------- TOTAL CURRENT ASSETS 7,190,359 595,116 PROPERTY AND EQUIPMENT AT COST 9 Computer Equipment 227,324 21,726 Office Equipment 497,865 - Motor Vehicles 392,447 89,091 Improvements to premises 13,750 - Land & Buildings 306,127 11,803 ---------- -------- 1,437,513 122,620 Less, accumulated depreciation and amortisation (145,000) (83,484) ---------- -------- Net property and equipment 1,292,513 39,136 Goodwill 7 5,495,209 - ---------- -------- TOTAL ASSETS 13,978,081 634,252 ---------- --------
5 INTEGRITY HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET
AS AT As At DECEMBER 31 December 31 1998 1997 LIABILITIES AND STOCKHOLDERS' EQUITY US$ US$ CURRENT LIABILITIES Current instalments on capital leasing 191,025 - Bank loan and overdraft 140,410 14,210 Accounts payable 3,102,411 177,381 Other creditors 380,436 149,342 Accruals and deferred income 3,161,856 32,495 Other taxes and social welfare 711,221 47,722 Taxation 301,635 22,212 Amount due for subsidiary acquisition 3 968,620 - ---------- ------- TOTAL CURRENT LIABILITIES 8,957,614 443,362 ---------- ------- LONG TERM CAPITAL LEASE 206,058 - SHAREHOLDERS' EQUITY Common stock 1998: 100,000,000 shares authorised, at $0.001 par value; issued and outstanding 12,451,405 12,357 - ( 1997: 594,450 shares authorised at US$0.001 par value; issued and outstanding 594,450) - 594 Capital in excess of par value 4,453,064 75,966 Accumulated net income 673,911 104,452 Accumulated other comprehensive income 167,077 9,878 Receivable from exercise of stock options (492,000) - ---------- ------- 4,814,409 190,890 ---------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 13,978,081 634,252 ---------- -------
6 INTEGRITY HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
CAPITAL ACCUMULATIVE COMMON STOCK IN EXCESS TRANSLATION ACCUMULATED COMPREHENSIVE ISSUED PAR AMOUNT OF PAR VALUE ADJUSTMENT INCOME INCOME US$ US$ US$ US$ US$ BALANCE AS AT JANUARY 1, 1996 50,000 76,560 - - 2,139 - Net income for the year ended December 31, 1996 - - - - 73,228 73,228 Currency translation adjustment - - - 4,943 - 4,943 --------- COMPREHENSIVE INCOME 78,171 ---------- --------- --------- ----------- ---------- --------- BALANCE AS AT DECEMBER 31, 1996 50,000 76,560 - 4,943 75,367 ---------- --------- --------- ----------- ---------- Net income for the year ended December 31, 1997 - - - - 45,471 45,471 Currency translation adjustment - - - 4,935 - 4,935 Dividend declared - - - - (16,386) Recapitalization to Integrity Holdings Ltd 544,450 (75,966) 75,966 --------- COMPREHENSIVE INCOME - - - - - 50,406 ---------- --------- --------- ----------- ---------- --------- BALANCE AS AT DECEMBER 31,1997 594,450 (594) 75,966 9,878 104,452 ---------- --------- --------- ----------- ----------
7 INTEGRITY HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED) YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
US $ US $ US $ CAPITAL ACCUMULATED COMMON PAR IN EXCESS TRANSLATION US $ US $ STOCK AMOUNT OF PAR ADJUSTMENT ACCUMULATED COMPREHENSIVE ISSUED VALUE INCOME INCOME Issuance of common stock for acquisition of The Wyse Group PLC shares on July 13th, 1998 for US $1.00 183,375 183 183,192 - - - Issuance of common stock for cash at $0.01 on August 28, 1998 10,000,000 10,000 90,000 - - - Issuance of common stock for cash at $2.00 on October 23, 1998 450,000 450 899,550 - - - Issuance of common stock for acquisition of Saracen Computer Systems Ltd on October 13, 1998 at a fair value of US $7.00 10,562 11 73,923 - - - Issuance of common stock for acquisition of Premier Group Limited on December 23, 1998 at a fair value of US $7.00 147,672 148 1,033,556 - - - Issuance of common stock on December 7 1998 for cash at $2.80 573,346 479 1,605,369 - - - Net operating profit for the year ended December 31, 1998 - - - 586,259 586,259 Exercise of stock options 492,000 492 491,508 Dividend declared - - - - (16,800) - Currency translation adjustment - - - 157,199 - 157,199 ------- COMPREHENSIVE INCOME - - 743,458 ---------- -------- --------- ------- ------- ------- BALANCE AT DECEMBER 31, 1998 12,451,405 12,357 4,453,064 167,077 673,911 ---------- -------- --------- ------- -------
8 INTEGRITY HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR YEAR YEAR ENDED ENDED ENDED DECEMBER 31 DECEMBER 31 DECEMBER 31 1998 1997 1996 US$ US$ US$ CASH FLOWS FROM OPERATING ACTIVITIES: Operating profit 586,259 45,471 73,228 NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES: Amortisation of goodwill 58,551 - - Loss on sale of fixed assets - 3,436 18,746 Depreciation 61,516 31,745 27,946 CHANGES IN CURRENT ASSETS AND LIABILITIES EXCLUDING EFFECTS OF ACQUISITIONS (Increase) in accounts receivable (1,763,961) (153,421) (64,759) Increase/(decrease) in accounts payable 1,333,725 (1,279,687) 1,297,740 Decrease in inventories - - 16,747 Increase in tax refund due - (4,113) - ------------ ------------ ------------ Net cash generated /(used) from operational activities 276,090 (1,356,569) 1,369,648 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital Expenditure (73,789) (12,832) (44,396) Proceeds from Sale of property and equipment 34,149 - 7,880 Acquisitions of businesses, net of cash acquired (1,984,650) - - ------------ ------------ ------------ Net cash used in investing activities (2,024,290) (12,832) (36,516) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Increase in Loans 49,149 13,038 (25,351) Proceeds from Common stock issued 2,605,848 - - Dividends Paid (16,800) (16,368) - Increase in Bank overdraft 77,051 - - ------------ ------------ ------------ Net cash provided/(used) by financing activities 2,715,248 (3,330) (25,351) Foreign exchange rate on cash 11,971 (45,898) - ------------ ------------ ------------ NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 979,019 (1,418,629) 1,348,566 ------------ ------------ ------------ Net cash and cash equivalents at beginning of year 91,473 1,510,102 161,536 NET CASH AND CASH EQUIVALENTS AT END OF YEAR 1,070,492 91,473 1,510,102 ------------ ------------ ------------ SUPPLEMENTAL INFORMATION INTEREST PAID (12,000) (583) (3,079) TAXES PAID (45,511) - -
9 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANISATION The Company was incorporated under the laws of the State of Nevada on July 27,1977 with authorised common stock of 100,000 shares at US$0.25 par value with the name of Culver City Studios Records, Inc. On December 9, 1997 the name of the Company was changed to Birds Eye, Inc. and the authorised capital stock was increased to 100,000,000 shares with a par value of US$0.001. On July 13, 1998 10,000,000 shares were issued to the founders of Integrity for $0.01 per share and 6,279,500 share options with an exercise price of $1 per share were also granted to the founders in order to raise capital to purchase the outstanding stock, 594,450 shares of Birds Eye Inc. an inactive public shell with no assets. The Company has been in the development stage since its inception and has been engaged in the activity of developing mining properties until 1980 after which the Company was inactive. The company came out of its development stage in 1998 with its acquisition of the Wyse Group PLC. On July 13, 1998 the company changed its name to Integrity Holdings Limited. Integrity Holdings Limited is engaged in the acquisition of software development and computer services companies. Beginning in July 1998 the company has made four major acquisitions of businesses or purchase of business assets. These are:
- ------------------------------------------------------------------------------------------------------------ NAME AND LOCATION BUSINESS ACTIVITY AT THE TIME OF EFFECTIVE DATE OF ACQUISITION AQUISITION - ------------------------------------------------------------------------------------------------------------ The Wyse Group Plc, Computer and Information July 13th, 1998 United Kingdom Technology Leasing Brokerage - ------------------------------------------------------------------------------------------------------------ Saracen Computer Systems Limited Software applications for October 13th, 1998 United Kingdom industrial cleaning management - ------------------------------------------------------------------------------------------------------------ Information Support Limited Computer support and hardware October 12th, 1998 United Kingdom maintenance services - ------------------------------------------------------------------------------------------------------------ Premier Computer Group Limited Software applications for credit December 23rd, 1998 Ireland unions, veterinary and print and packaging sectors - ------------------------------------------------------------------------------------------------------------
2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS The financial statements have been drawn up on the basis that The Wyse Group plc is the predecessor entity (the only entity with operations at the time of its acquisition on July 1, 1998). As such the balance sheet as at December 31, 1997 is that of The Wyse Group p1c. The statement of operations for the years ended December 31, 1996 and 1997 are the operating results of The Wyse Group p1c. 10 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (CONTINUED) The accompanying consolidated balance sheet as at December 31, 1998 and consolidated statements of operations for the period ended December 31, 1998 include the accounts of Integrity Holdings Limited and each of it's wholly owned subsidiaries. Inter company transactions have been eliminated. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles. 3. ACQUISITIONS On July 13, 1998 the company acquired Wyse Group plc ('Wyse') a leading computer leasing company with four offices in the UK and one in Ireland. Prior to this Integrity Holdings Limited had been a development stage company. The business combination has been accounted for under the purchase method. The acquisition cost of $234,000 was based on the fair value of the assets acquired and was funded by way of the issue of shares in Integrity Holdings Limited. On October 13, 1998 the company acquired all of the issued and outstanding shares of Saracen Computer Systems Limited ("Saracen") a leading computer software company based in Uttoxeter in the UK. The business combination has been accounted for under the purchase method. The results of the company from October 13, 1998 have been included in the consolidated income statement. The cost of acquisition $1,558,934 was funded by way of a cash payment of $1,485,000 and issue of 10,562 shares in Integrity Holdings Limited at at fair value $7.00 based on the quoted market price of the company's shares on the date of acquisition. The goodwill arising on the transaction of $1,229,645 is being amortised over 10 years. On October 12, 1998 the company acquired all of the issued and outstanding shares of Information Support Limited ("ISL") a major computer support services business based in Wokingham in England with regional support centres throughout the UK. The ISL is engaged in providing maintenance services to the computer industry and also engages in reselling of computer systems. The business combination has been accounted for under the purchase method. The results of ISL from October 12, 1998 have been included in the consolidated income statement. The cost of acquisition was $561,000 which was funded by way of a cash payment. The goodwill arising on the transaction of $1,918,717 is being amortised over 10 years. On December 23, 1998 the company acquired the Dublin based Premier Computer Group ("Premier") Premier currently comprises of six companies employing in excess of 250 people in Ireland and in the UK, which provides software services to the Credit Union, printing and packaging, cleaning and construction management sectors. The business combination has been accounted for using the purchase method. The results of Premier from December 23, 1998 have been included in the consolidated income statement. The cost of acquisition was $2,261,324 and was funded by way of a cash payment of $1,227,620 and the issue of 147,672 shares in Integrity Holdings Limited at at fair value $7.00 based on the quoted market price of the company's shares on the date of acquisition. The balance of the purchase price outstanding at December 31, 1998 of US$ 968,620 has been raised as a liability. The goodwill of $2,405,398 arising on the transaction is being amortised over 10 years. 11 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 3. ACQUISITIONS (CONTINUED) A summary of the acquisitions is as follows: Net Liabilities Assumed (938,502) Purchase consideration 4,615,258 GOODWILL ARISING 5,553,760
There were no significant adjustments between fair values and the net assets acquired. 4. SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. REVENUE RECOGNITION Revenue arising from the sale of hardware products represents invoiced sales during the period, net of valued added taxation and is recognised as the products are shipped. Revenue arising from annual maintenance, support and software contracts is recognised over the period of the contract. Deferred income arises when either a portion of a contract period, for which an invoice has been issued in advance, falls after the year end or where work invoiced has not been completed. INVENTORIES Inventories are stated at the lower of cost or market value using the first-in first-out (FIFO) convention. 12 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 4. SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) TANGIBLE FIXED ASSETS Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:
Office Equipment 20% on cost Motor vehicles 25% on cost Computer equipment 33% on cost Improvements to premises 20% on cost
The Land & Buildings are not depreciated as it is considered that the residual value and life of the property is such that the depreciation would be immaterial. INTANGIBLE FIXED ASSETS The Company classifies as goodwill the cost in excess of fair value of the net assets acquired in purchase transactions. The company has adopted the Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". This statement requires the long-lived assets and certain identifiable assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. The carrying value of long-term assets is periodically reviewed by management, and impairment loss, if any, are recognized when the expected non-discounted future operating cash flow derived from such assets are less than their carrying value. An impairment loss is measured by the difference between the carrying amount of the asset and the fair value of the long lived asset. The adoption of SFAS No.121 did not have any impact on the financial position, results of operations, or cash flows of the company. Goodwill is being depreciated over 10 years. RESEARCH AND DEVELOPMENT Research and development costs are expensed as incurred. 13 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 4. SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) DEFERRED TAXES The company accounts for its income tax on the liability method, under which deferred taxes are determined based on the difference between the financial statements and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the difference are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realised. EARNINGS PER SHARE Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon exercise of common stock options. FOREIGN CURRENCY TRANSLATION The functional currencies of the Company's foreign subsidiaries are their local currencies, and accordingly, the assets and liabilities of these foreign subsidiaries are translated at the rate of exchange at the balance sheet date. Revenues and expenses have been translated at the average rate of exchange in affect during the periods. To date, the Company has not entered into hedging transactions to protect against changes in foreign currency exchange rates. Other comprehensive income represents the translation difference arising when the asset and liabilities, of the company's foreign subsidiaries are translated from their functional currencies to US$. STOCK-BASED COMPENSATION The company applies Accounting Principles Board Opinion ("APB") 25, "Accounting for Stock Issued to Employees," and related Interpretations in accounting for all stock option plans. Under APB 25, compensation cost is recognised for stock options granted at prices below market price of the underlying common stock on date of grant. SFAS No. 123, "Accounting for Stock Based Compensation." requires the Company to provide pro forma information regarding net income as if compensation cost for the Company's stock options plans had been determined in accordance with the fair value method prescribed in SFAS No. 123 14 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 4. SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) COMPREHENSIVE INCOME The Company has adopted SFAS No. 130,"Reporting Comprehensive Income." Comprehensive Income is comprised of net income and all changes to the statement of stockholders' equity, except those due to investment by stockholders, changes is paid in capital and distributions to stockholders. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS SFAS No. 133, "Accounting for derivative instruments and Hedging Activities" requires companies to record derivatives on the balance sheet as assets or liabilities, measured at fair market value. Gains or losses results from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. Management believes that the adoption of SFAS No. 133 will have no material effect on its financial statements. SOP 98-5, "Reporting on the Cost of Start-Up Activities," requires that the costs of start-up activities, including organization costs, be expensed as incurred. This statement is effective for financial statements issued for fiscal years beginning after December 15, 1998. Management believes that the adoption of SOP 98-5 will have no material effect on its financial statements. 15 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 4. SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) STATEMENT OF CASH FLOWS For the purpose of the statements of cash flow, the Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents. 5. UNAUDITED PROFORMA RESULTS OF OPERATIONS The summarised unaudited pro-forma results of operations as set forth below for the years ended December 31, 1997 and 1998 assume that the acquisitions in 1998 occurred as of January 1, 1997.
YEAR ENDED Year ended DECEMBER 31 December 31 1998 1997 US$ US$ (UNAUDITED) (Unaudited) Revenue 22,981,482 15,480,039 Net Income/(loss) (1,428,343) 64,680 Earnings/(loss) Per Share - Basic & Diluted (0.33) 0.07 Weighted Average Number of Shares in issue 4,379,414 936,059
16 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 6. TAXATION
YEAR ENDED Year ended Year ended DECEMBER 31 December 31 December 31 1998 1997 1996 US$ US$ US$ Taxation on the Wyse Group PLC only at 32% (1997:33%;1996:35%) 242,912 22,121 39,204 ------- ------ ------
The taxation charges represent UK corporation taxation on the results of the Wyse Group PLC only for each of the three years ended December 31, 1998, 1997 & 1996. No charge to taxation arises for any of the other companies due to losses incurred. Deferred taxation has not been provised as management believe it will not crystalise. 7. GOODWILL
DECEMBER 31 December 31 1998 1997 US$ US$ At beginning of year - - Goodwill arising on acquisition of subsidiaries (see note 3) 5,553,760 - Amortised during the year (58,551) - -------- ---------- At end of year 5,495,209 - -------- ----------
8. INVENTORIES
DECEMBER 31 December 31 1998 1997 US$ US$ Consumable stocks 9,468 - Work in progress 2,646 - Finished goods 188,227 - Computer equipment 6,675 - -------- ---------- 207,016 - -------- ----------
17 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 9. TANGIBLE ASSETS
LAND & IMPROVEMENTS OFFICE MOTOR COMPUTER TOTAL BUILDINGS TO PREMISES EQUIPMENT VEHICLES EQUIPMENT US$ US$ US$ US$ US$ Cost At December 31, 1997 - - 11,803 89,091 21,726 122,620 Additions for the year 306,127 13,750 486,062 303,356 205,598 1,314,893 ------- ------ ------- ------- ------- --------- At December 31, 1998 306,127 13,750 497,865 392,447 227,324 1,437,513 ------- ------ ------- ------- ------- --------- Depreciation At December 31, 1997 - - 4,583 67,029 11,872 83,484 Charge for the year - - 29,322 18,929 13,265 61,516 ------- ------ ------- ------- ------- --------- At December 31, 1998 - - 33,905 85,958 25,137 145,000 ------- ------ ------- ------- ------- --------- Net Book Value At December 31, 1998 306,127 13,750 463,960 306,489 202,187 1,292,513 ------- ------ ------- ------- ------- --------- At December 31, 1997 - - 7,220 22,062 9,854 39,136 ------- ------ ------- ------- ------- ---------
18 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 11. STOCK OPTIONS The company does not have a stock option plan. Various stock options were granted to the founders/promoters of the company on July 14, 1998. The total number of shares authorised under these various agreements amounted to 6,279,500. Each option agreement expires on July 13, 2002: the vesting period is 4 years. Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, requires companies to either (a) record an expense related to its stock option plans based on the estimated fair value of stock options as of the date of the grant or (b) disclose pro forma net income and earnings per share data as if the company had recorded an expense, beginning with options granted in 1995. The fair value of each option as of the date of grant was computed using the Black-Scholes pricing model and the following weighted average assumptions: expected volatility 59%, no dividend, risk free interest rate of 5% and expected life of four years. The compensation expense, as computed was nominal and there was no affect on net loss per share. The options are vested with the founders/promoters on issue subject to a maximum of 1/3 within 12 months of date of issue; 2/3rd within 24 months of date of issue, the balance being available thereafter until the fourth anniversary of date of issue. A summary of the status of the Company's stock option plans as of December 31, 1998, 1997 and 1996, and changes during the years ending on those dates is presented below:
SHARES IN THOUSANDS 1998 1997 1996 ------------------- -------------------- ---------------------- WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE Beginning of year - $nil - - - - Granted 6,279 $ 1.00 - - - - Exercised (492) $ 1.00 - - - - Outstanding at end of year 5,787 $ 1.00 - - - - Exercisable - at end of year 1,601 $ 1.00 - - - - - thereafter 4,186 $ 1.00 - - - -
19 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 12. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION At December 31, 1998, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information." Prior-period amounts have been restated in accordance with the requirements of SFAS 131. Segment accounting policies are the same as policies described in note 1. BASIS FOR PRESENTATION The Company operates in the computer and information technology sector providing services to various industrial sectors in international markets. The Company is also involved in the provision of financial services to its user base. The Company has currently four major subsidiaries operating offering products and services to the following sectors: print and packing, credit unions, construction and cleaning management. The Company manages its businesses based on the nature of products provided. The Company evaluates the performance of its businesses based on direct contribution margin. Direct contribution margin includes R&D, marketing, and administrative expenses directly attributable to the segment and excludes certain expenses which are managed outside the reportable segment. Costs excluded from segment profit are indirect operating expenses, primarily consisting of selling and corporate expenses, and income taxes. The company divides its operations into four operating segments: Computer and Information Technology Leasing Brokerage (Segment A) Software applications for industrial cleaning management (Segment B) Computer support and hardware maintenance services (Segment C) Software Operations for credit unions, construction and print & packaging sectors (Segment D) As the financial statements have been drawn up on the basis that The Wyse Group plc is the predecessor entity (which operates solely in Segment A), the income statements for the year ended December 31, 1997 and 1996 solely disclose information for this operating segment. Segment D relates to Premier Computer Group which was acquired on December 23, 1998 and as stated in note 3, is consolidated from this date. 20 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 12. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION (CONTINUED) Summary operating segment information for the year ended December 31, 1998 is as follows:
- ------------------------------------------------------------------------------------------------------------ SEGMENT SEGMENT SEGMENT SEGMENT AS PER A B C D FINANCIAL US $ US $ US $ US $ STATEMENTS US $ - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ NET SALES 7,943,045 333,030 2,127,056 - 10,403,131 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ DIRECT CONTRIBUTION 1,808,212 309,368 758,032 - 2,875,612 MARGIN - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ FIXED ASSET ADDITIONS 208,364 38,062 437,838 630,629 1,314,893 - ------------------------------------------------------------------------------------------------------------ TOTAL ASSETS 2,220,910 994,740 2,646,405 2,401,989 13,978,081* - ------------------------------------------------------------------------------------------------------------
The Company closely monitors the credit worthiness of its customers, adjusting credit policies and limits as deemed necessary. No single customer comprised 10% or more of the Company's net sales in 1998, 1997 and 1996. An analysis of the geographical breakdown indicates :
IRELAND UK ELIMINATED ON CONSOLIDATED CONSOLIDATION US$ US$ US$ US$ YEAR ENDED DECEMBER 31, 1998 - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- NET SALES - 10,403,131 - 10,403,131 - ---------------------------------------------------------------------------------------- OPERATING PROFIT - 756,966 - 756,966 - ---------------------------------------------------------------------------------------- NET INCOME - 586,259 - 528,329 - ---------------------------------------------------------------------------------------- IDENTIFIABLE ASSETS - 9,015,650 (532,778) 8,482,872 - ---------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------
* The total asset of US$13,978,081 includes goodwill of US$5,495,209 and other assets held by the Parent Company of US$218,828 which have not been included in the total assets of the reported segments. All of the activity for the fiscal years ended December 31, 1996 and 1997 occurred in the United Kingdom as these periods represent the activities of the Wyse Group PLC only (i.e. Segment A) 21 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 13. INTERESTS IN SHARES The directors had interests in the company's shares as follows at December 31, 1998:
ISSUED SHARES OF COMMON STOCK AT US$0.001 EACH Paul Carroll 150,000 Ken Butler 25,000
14. EARNINGS PER COMMON SHARE The weighted average number of shares used in the diluted 1998 earnings per share calculation has been arrived at as follows: Weighted average number of shares for basic EPS 4,132,132 Adjustment for stock options 5,382,429 WEIGHTED AVERAGE NUMBER OF SHARES FOR DILUTED EPS 9,514,561
15. COMMITMENTS UNDER OPERATING LEASES AS AT DECEMBER 31, 1998
US$ US$ Land & Other Buildings Items Operating leases which expire: Within one year 115,988 238,054 Within 2 to 5 years 48,329 194,079 ------- ------- 164,317 432,133 ------- -------
The rent expense of the company for the year amounted to US $193,467 (1997 : US $35,531; 1996 :US $22,166) 22 INTEGRITY HOLDINGS LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS 16. POST BALANCE SHEET EVENTS ISSUE OF COMMON STOCK The company made the following additional stock issuances since the year end - 125,000 common shares issued on February 12, 1999 at $1.00 per share as per option exercise agreement. - 366,666 common shares issued on February 26, 1999 at $1.00 per share as per option exercise agreement ACQUISITIONS On March 26 1999, Progress Computer Systems (a wholly owned subsidiary of the Premier Computer Group which is a wholly owned subsidiary of the Company) acquired the customer base and software rights of Axon Veterinary Limited. Axon supplied software and related information technology services to the veterinary practices in the United Kingdom and Ireland. Axon has in excess of 800 customers. The consideration for Axon was $445,500 in cash. The acquisition was funded from cash generated from operations. 17. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS These consolidated financial statements were approved by the directors on 30 June 1999. 23 EXHIBIT FS-2 REPORT OF DIRECTORS AND FINANCIAL STATEMENTS FOR THE PERIOD OF 1 JULY 1998 TO 31 DECEMBER 1998 FOR THE WYSE GROUP PLC Report of the Directors and Financial Statements for the Period 1 July 1998 to 31 December 1998 for THE WYSE GROUP PLC THE WYSE GROUP PLC Index to the Financial Statements for the Period 1 July 1998 to 31 December 1998
Page Company Information 1 Report of the Directors 2 Report of the Auditors 4 Profit and Loss Account 5 Balance Sheet 6 Cash Flow Statement 7 Notes to the Cash Flow Statement 8 Notes to the Financial Statements 10 Trading and Profit and Loss Account 17
THE WYSE GROUP PLC Company Information for the Period 1 July 1998 to 31 December 1998 DIRECTORS: J S Hall W Fowkes P C Carroll SECRETARY: A E Hall REGISTERED OFFICE: 14-15 Chiltern Court Asheridge Road Chesham Buckinghamshire HP5 2PX REGISTERED NUMBER: 02520211 AUDITORS: Logan & Brewerton Chartered Certified Accountants and Registered Auditors Astral House Granville Way Bicester Oxon
Page 1 THE WYSE GROUP PLC REPORT OF THE DIRECTORS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 The directors present their report with the financial statements of the company for the period 1 July 1998 to 31 December 1998. PRINCIPAL ACTIVITY The principal activity of the company in the period under review was that of arranging finance and lease agreements and the supply of computer systems to which the finance relates within the United Kingdom. REVIEW OF BUSINESS The results for the period and financial position of the company are as shown in the annexed financial statements. The directors are pleased with the results achieved during the period and are confident that the future will see continued growth in turnover and profitability as the company continues to expand. DIVIDENDS No dividends will be distributed for the period ended 31 December 1998. FIXED ASSETS The net book value of Fixed Assets increased from L36,721 to L171,510 during the period. Further details are shown in the notes to the financial statements. DIRECTORS The directors during the period under review were: J S Hall A E Hall -resigned 4.8.1998 W Fowkes P C Carroll -appointed 13.8.1998
The beneficial interests of the directors holding office on 31 December 1998 in the issued share capital of the company were as follows:
1.7.98 or date of appointment 31.12.98 if later Ordinary L1 shares J S Hall - 49,999 W Fowkes - - P C Carroll - -
STATEMENT OF DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to - - select suitable accounting policies and then apply them consistently; - - make judgements and estimates that are reasonable and prudent; - - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 2 THE WYSE GROUP PLC REPORT OF THE DIRECTORS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 AUDITORS The auditors, Logan & Brewerton, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985. ON BEHALF OF THE BOARD: /s/ J S Hall - ---------------------------- J S Hall - DIRECTOR Dated: 9th March 1999. Page 3 THE WYSE GROUP PLC PROFIT AND LOSS ACCOUNT FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 ------------ ----------- Notes L L TURNOVER 2 2,274,805 2,425,937 Cost of sales 1,589,904 2,111,779 ------------ ----------- GROSS PROFIT 684,901 314,158 Administrative expenses 299,306 283,618 ------------ ----------- 385,595 30,540 Other operating income 3 22,500 22,500 ------------ ----------- OPERATING PROFIT 5 408,095 53,040 Interest receivable and similar income 6 3,550 268 ------------ ----------- 411,645 53,308 Interest payable and similar charges 7 2,613 1,376 ------------ ----------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 409,032 51,932 Tax on profit on ordinary activities 8 129,500 16,950 ------------ ----------- PROFIT FOR THE FINANCIAL PERIOD AFTER TAXATION 279,532 34,982 Dividends 9 - 10,000 ------------ ----------- 279,532 24,982 Retained profit brought forward 91,004 66,022 ------------ ----------- RETAINED PROFIT CARRIED FORWARD L370,536 L91,004 ============ ===========
CONTINUING OPERATIONS None of the company's activities were acquired or discontinued during the current or previous periods. TOTAL RECOGNISED GAINS AND LOSSES The company has no recognised gains or losses other than the profits for the current or previous periods. The notes form part of these financial statements Page 5 THE WYSE GROUP PLC BALANCE SHEET 31 DECEMBER 1998
1998 1998 ------------------------- ----------------------- Notes L L L L FIXED ASSETS: Tangible assets 10 143,792 36,721 Investments 11 27,718 - ----------- ----------- 171,510 36,721 CUURENT ASSETS: Debtors 12 1,061,790 488,772 Cash at bank and in hand 95,616 39,633 ------------ ----------- 1,157,406 528,405 CREDITORS: Amounts falling due within one year 13 846,841 424,122 ------------ ----------- NET CURRENT ASSETS: 310,565 104,283 ----------- ----------- TOTAL ASSETS LESS CURRENT LIABILITIES: 482,075 141,004 CREDITORS: Amounts falling due after more than one year 14 61,539 - ----------- ----------- L420,536 L141,004 =========== =========== CAPITAL AND RESERVES: Called up share capital 16 50,000 50,000 Profit and loss account 370,536 91,004 ----------- ----------- Shareholders' funds 21 L420,536 L141,004 =========== ===========
ON BEHALF OF THE BOARD: - ---------------------- J S Hall - DIRECTOR Approved by the Board on ----------------------- The notes form part of these financial statements Page 6 THE WYSE GROUP PLC CASH FLOW STATEMENT FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 ------------ ----------- Notes L L Net cash inflow from operating activities 1 210,094 4,496 Returns on investments and servicing of finance 2 937 (1,108) Taxation (2,500) (2,950) Capital expenditure and financial investment 2 (38,590) (13,149) Equity dividends paid - (10,000) --------- --------- 169,941 (22,711) Financing 2 (105,122) (2,316) --------- --------- Increase/(Decrease) in cash in the period L64,819 L(25,027) ========= ========= - ------------------------------------------------------------------------------------------------------- Reconciliation of net cash flow to movement in net funds 3 Increase/(Decrease) in cash in the period 64,819 (25,027) --------- --------- Change in net funds resulting from cash flows 64,819 (25,027) New finance leases (112,923) - --------- --------- Movement in net funds in the period (48,104) (25,027) Net funds at 1 July 1998 30,797 55,824 --------- --------- Net (debt)/funds at 31 December 1998 L(17,307) L30,797 ========= =========
The notes form part of these financial statements Page 7 THE WYSE GROUP PLC NOTES TO THE CASH FLOW STATEMENT FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 1. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L Operating profit 408,095 53,040 Depreciation charges 16,724 7,507 Profit on sale of fixed assets - (7,291) Increase in debtors (445,060) (182,891) Increase in creditors 230,335 134,131 --------- ---------- Net cash inflow from operating activities 210,094 4,496 ========= ==========
2. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L Returns on investments and servicing of finance Interest received 3,550 268 Interest paid (2,613) (1,376) --------- -------- Net cash inflow/(outflow) for returns on investments and servicing of finance 937 (1,108) ========= ======== Capital expenditure and financial investment Purchase of tangible fixed assets (10,872) (33,849) Cash payments - investment purch (27,718) - Sale of tangible fixed assets - 20,700 --------- -------- Net cash outflow for capital expenditure (38,590) (13,149) ========= ======== Financing Loan repayments in year (2,316) Amount introduced by directors 15,558 - Finance Leases written (120,680) - --------- -------- Net cash outflow from financing (105,122) (2,316) ========= ========
The notes form part of these financial statements Page 8 THE WYSE GROUP PLC NOTES TO THE CASH FLOW STATEMENT FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 3. ANALYSIS OF CHANGES IN NET FUNDS
Other non-cash At 1.7.98 Cash flow changes At 31.12.98 L L L L Net cash: Cash at bank and in hand 39,633 55,983 95,616 Bank overdraft (8,836) 8,836 - ------- ------- ------- 30,797 64,819 95,616 ------- ------- ------- Debt: Hire purchase or finance leases - - (112,923) (112,923) ------- ------- ------ -------- - - (112,923) (112,923) ------- ------- ------- -------- Total 30,797 64,819 (112,923) 17,307 ------ ------- ------- -------- ------ ------- ------- -------- Analysed in Balance Sheet Cash at bank and in hand 39,633 95,616 Bank Overdraft (8,836) - Hire purchase or finance leases within one year - (51,384) after one year - (61,539) ------ -------- 30,797 (17,307) ------ -------- ------ --------
The notes form part of these financial statements Page 9 THE WYSE GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 1. ACCOUNTING POLICIES ACCOUNTING CONVENTION The financial statements have been prepared under the historical cost convention. TURNOVER Turnover represents net invoiced sales of goods, excluding value added tax. TANGIBLE FIXED ASSETS Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. Fixtures and Fittings -15% on cost Motor Vehicles -15% on cost Computer Equipment -20% on cost DEFERRED TAXATION Provision is made at current rates for taxation deferred in respect of all material timing differences except to the extent that, in the opinion of the directors, there is reasonable probability that the liability will not arise in the foreseeable future. HIRE PURCHASE AND LEASING COMMITMENTS Assets obtained under hire purchase or leasing contracts are capitalised in the balance sheet. The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability. PENSIONS The company operates a defined contribution pension scheme. Contributions payable for the period are charged in the profit and loss account. 2. TURNOVER The turnover and profit before taxation are attributable to the one principal activity of the company. 3. OTHER OPERATING INCOME
Period Period 1.7.98 1.1.98 to to 31.12.98 31.6.98 L L Management Fees 22,500 22,500 -------- ------- -------- -------
4. STAFF COSTS
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L Wages and salaries 175,965 139,464 Social security costs 18,369 13,093 Other pension costs 942 3,250 -------- ------- 195,276 155,807 -------- ------- -------- -------
Page 10 THE WYSE GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 4. STAFF COSTS - CONTINUED The average monthly number of employees during the period was as follows:
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 Administration 16 12 ------ ------ ------ ------
5. OPERATING PROFIT The operating profit is stated after charging/(crediting):
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L Depreciation - owned assets 5,599 7,507 Depreciation - assets on hire purchase contracts or finance leases 11,126 - Profit on disposal of fixed assets - (7,291) Auditors' remuneration 3,000 3,000 ------ ------ ------ ------ Directors' emoluments 54,000 31,125 ------ ------ ------ ------
6. INTEREST RECEIVABLE AND SIMILAR INCOME
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L Interest Receivable 3,550 268 ------ ------ ------ ------
7. INTEREST PAYABLE AND SIMILAR CHARGES
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L Hire Purchase Interest 2,613 - Loan Interest - 393 Pension Scheme Loan Interest - 983 ------ ------ 2,613 1,376 ------ ------ ------ ------
Page 11 THE WYSE GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 8. TAXATION The tax charge on the profit on ordinary activities for the period was as follows:
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L UK Corporation Tax 129.500 16.950 -------- ------- -------- -------
UK Corporation Tax has been charged at 31% (1998 - 27.30%). 9. DIVIDENDS
Period Period 1.7.98 1.1.98 to to 31.12.98 30.6.98 L L Equity shares: Interim Dividend - 10.000 -------- ------- -------- -------
10. TANGIBLE FIXED ASSETS
Fixtures and Motor Computer Fittings Vehicles Equipment Totals ----------- ---------- ------------ --------- L L L L COST: At 1 July 1998 8,521 33,670 23,389 65,580 Additions 15,878 61,383 46,534 123,795 ------- ------- ------- -------- At 31 December 1998 24,399 95,053 69,923 189,375 ------- ------- ------- -------- DEPRECIATION: At 1 July 1998 3,639 14,140 11,079 28,858 Charge for period 1,774 8,368 6,583 16,725 ------- ------- ------- -------- At 31 December 1998 5,413 22,508 17,662 45,583 ------- ------- ------- -------- NET BOOK VALUE: At 31 December 1998 18,986 72,545 52,261 143,792 ------- ------- ------- -------- ------- ------- ------- -------- At 30 June 1998 4,881 19,530 12,310 36,721 ------- ------- ------- -------- ------- ------- ------- --------
Page 12 THE WYSE GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 10. TANGIBLE FIXED ASSETS - continued Fixed assets, included in the above, which are held under hire purchase contracts or finance leases are as follows:
Fixtures and Motor Computer Fittings Vehicles Equipment Totals ----------- ---------- ------------ --------- L L L L COST: Additions 14,780 40,416 40,000 95,196 ------- ------- ------- -------- At 31 December 1998 14,780 40,416 40,000 95,196 ------- ------- ------- -------- DEPRECIATION: Charge for period 1,110 6,016 4,000 11,126 ------- ------- ------- -------- At 31 December 1998 1,110 6,016 4,000 11,126 ------- ------- ------- -------- NET BOOK VALUE: At 31 December 1998 13,670 34,400 36,000 84,070 ------- ------- ------- -------- ------- ------- ------- --------
11. FIXED ASSET INVESTMENTS
L COST: Additions 27,718 -------- At 31 December 1998 27,718 -------- NET BOOK VALUE: At 31 December 1998 27,718 -------- -------- 1998 1998 L L Unlisted investments 27,718 - ------- -------- ------- --------
The company's investments at the balance sheet date in the share capital of unlisted companies include the following: Wyse Leasing Limited Nature of business: Dormant
% Class of shares: holding Ordinary 100.00
1998 L Aggregate capital and reserves 25,118 ------- -------
On 18 July 1998, the Company acquired the whole of the issued share capital of Wyse Leasing Limited, from Mr. JS Hall (a director) at a cost of L25,118. Page 13 THE WYSE GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 11. FIXED ASSET INVESTMENTS - continued Wyse Direct Limited Nature of business: Dormant
% Class of shares: holding Ordinary 100.00
Consolidated Financial Statements. The Directors have relied upon the provisions of Section 229(2) of the Companies Act 1985, which permits the exclusion from consolidation of any subsidiary where that exclusion would not be material for the purpose of the Financial Statements giving a true and fair view. 12. DEBTORS
1998 1998 L L Amounts falling due within one year: Trade Debtors 400,040 391,301 Other Debtors 461,628 57,708 Prepayments 69,666 32,487 Finance Leases 46,905 4,776 ACT Recoverable 5,000 2,500 ------- ------- 983,239 488,772 ------- ------- ------- ------- Amounts falling due after more than one year: Finance Leases 78,551 - ------- ------- ------- ------- Aggregate amounts 1,061,790 488,772 --------- --------- --------- ---------
13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
1998 1998 L L Bank loans and overdrafts (see note 15) - 15,156 Trade Creditors 316,535 189,284 Directors Current Accounts 15,558 - HP Liabilities 51,384 - Other Creditors 230,008 126,597 Other Taxes & Social Security 64,831 56,139 Taxation 157,000 27,500 Accrued Expenses 11,525 9,446 --------- -------- 846,841 424,122 --------- -------- --------- --------
Page 14 THE WYSE GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
1998 1998 L L Hire Purchase 61,539 - ------ ------ ------ ------
15. LOANS AND OVERDRAFTS An analysis of the maturity of loans and overdrafts is given below:
1998 1998 L L Amounts falling due within one year or on demand: Bank overdrafts - 8,836 Bank loans - 6,320 ------ ------ - 15,156 ------ ------ ------ ------
16. CALLED UP SHARE CAPITAL Authorised, allotted, issued and fully paid:
Number: Class: Nominal 1998 1998 value: L L 50,000 Ordinary L1 50,000 50,000 ------ ------ ------ ------
17. ULTIMATE PARENT COMPANY On 4 August 1998, the whole of the share capital of the Company was acquired by Integrity Holdings Limited, a company registered in California, USA. 18. CAPITAL COMMITMENTS
1998 1998 L L Contracted but not provided for in the financial statements 20,742 - ------ ------ ------ ------
19. OTHER FINANCIAL COMMITMENTS There are operating leases on vehicles in operation at the balance sheet date. The company is committed to further monthly payments amounting to a total of L5,944 whilst in possession of the vehicles. There is an operating lease on computer and office equipment in operation at the balance sheet date. The company is committed to further monthly payments amounting to a total of L7,215 whilst in possession of this equipment. Page 15 THE WYSE GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998 20. RELATED PARTY DISCLOSURES Transactions and balances outstanding at the end of the period with other companies in which Mr. J. Hall was also a director and shareholder during the period were as follows.
Inter-Company Balances Amount Due (to)/from Company L L Wyse Leasing (North) Limited Sales 6,537 14,771 Management Charges 4,500 Purchases (40,202) Primary Presentations Limited 200,127 Sales 49,324 Management Charges 18,000 Purchases (364) Wyse Leasing Limited (765) Wyse Leasing (Midlands) Limited (149,687) Sales 683 Purchases (4,903) Wyse Leasing (South West) Limited 118 Sales 1,290 Purchases (12,954) Integrity Holdings Limited 322,896 Information Support Limited 95,157 Sales 19,077
All transactions were undertaken at arms length and on normal commercial terms. 21. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
1998 1998 L L Profit for the financial period 279,532 34,982 Dividends - (10,000) ------- ------- NET ADDITION TO SHAREHOLDERS' FUNDS 279,532 24,982 Opening shareholders' funds 141,004 116,022 ------- ------- CLOSING SHAREHOLDERS' FUNDS 420,536 141,004 ------- ------- ------- ------- Equity interests 420,536 141,004 ------- ------- ------- -------
Page 16 THE WYSE GROUP PLC TRADING AND PROFIT AND LOSS ACCOUNT FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
Period Period 1.7.98 to 31.12.98 1.1.98 to 30.6.98 --------------------- -------------------- L L L L Sales 2,274,805 2,425,937 Cost of sales: Purchases 1,528,428 2,092,340 Commissions Payable 61,476 19,439 --------- 1,589,904 --------- 2,111,779 --------- --------- 684,901 314,158 GROSS PROFIT Other Income: Management Fees 22,500 22,500 Interest Receivable 3,550 268 --------- 26,050 --------- 22,768 --------- --------- 710,951 336,926 Expenditure: Directors Remuneration 54,000 31,125 Employer' N.I.C. 5,400 2,713 Pension Contributions 442 2,650 Wages & Salaries 121,965 108,339 Employer's N.I.C. 12,969 10,380 Pensions 500 600 Telephone & Facsimile 12,385 11,668 Printing, Postage & Stationery 16,998 12,956 Marketing & Promotion 10,683 7,789 Travel & Subsistence 7,377 1,386 Motor Expenses 16,472 18,066 Staff Training 1,544 220 Insurance 91 743 Repairs & Renewals 425 2,411 Cleaning 2,330 1,446 Sundry Expenses 960 8,461 Auditors Remuneration 3,000 3,000 Legal & Professional Fees 1,140 400 Computing Costs (15,135) 30,139 Accountancy Fees 8,301 2,992 Entertainment 2,361 5,838 Rent & Rates 15,072 17,761 Light & Heat 1,053 1,083 --------- 280,333 --------- 282,166 --------- --------- Carried Forward 430,618 54,760
THIS PAGE DOES NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS Page 17 THE WYSE GROUP PLC TRADING AND PROFIT AND LOSS ACCOUNT FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
Period Period 1.7.98 to 31.12.98 1.1.98 to 30.6.98 ------------------ ----------------- L L L L Brought forward 430,618 54,760 Finance costs: Hire Purchase Interest 2,613 - Loan Interest - 393 Pension Scheme Loan Interest - 983 Bank Charges & Interest 2,249 1,236 -------- 4,862 -------- 2,612 -------- ------- 425,756 52,148 Depreciation: Fixtures and Fittings 1,773 853 Motor Vehicles 8,368 2,790 Computer Equipment 6,583 3,864 -------- 16,724 -------- 7,507 -------- ------- 409,032 44,641 Profit on disposal of fixed assets: Motor Vehicles - 7,291 -------- ------- NET PROFIT L409,032 L51,932 ======== =======
This page does not form part of the statutory financial statements Page 18 Report of the Director and Financial Statements for the Year Ended 31 December 1998 for WYSE LEASING LIMITED WYSE LEASING LIMITED Index to the Financial Statements for the Year Ended 31 December 1998
Page Company Information 1 Report of the Director 2 Report of the Auditors 3 Profit and Loss Account 4 Balance Sheet 5 Notes to the Financial Statements 6 Trading and Profit and Loss Account 9
WYSE LEASING LIMITED COMPANY INFORMATION FOR THE YEAR ENDED 31 DECEMBER 1998 DIRECTOR: J S Hall SECRETARY: A E Hall REGISTERED OFFICE: 14-15 Chiltern Court Asheridge Road Chesham Buckinghamshire HP5 2PX REGISTERED NUMBER: 02438576 AUDITORS: Logan & Brewerton Chartered Certified Accountants Astral House Granville Way Bicester Oxon OX6 0JT
Page 1 WYSE LEASING LIMITED REPORT OF THE DIRECTOR FOR THE YEAR ENDED 31 DECEMBER 1998 The director presents his report with the financial statements of the company for the year ended 31 December 1998. PRINCIPAL ACTIVITY The principal activity of the company in the year under review was that of dormant company. DIRECTORS The directors during the year under review were: J S Hall A E Hall - resigned 4.8.1998
The beneficial interest of the director holding office on 31 December 1998 in the issued share capital of the company was as follows:
31.12.98 1.1.98 Ordinary L1 shares J S Hall - 9,999
STATEMENT OF DIRECTOR'S RESPONSIBILITIES Company law requires the director to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the director is required to - - select suitable accounting policies and then apply them consistently; - - make judgements and estimates that are reasonable and prudent; - - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable him to ensure that the financial statements comply with the Companies Act 1985. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. AUDITORS The auditors, Logan & Brewerton, will be proposed for re-appointment in accordance with Section 385A of the Companies Act 1985. This report has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. ON BEHALF OF THE BOARD: /s/ J S Hall - ---------------------------- J S Hall - DIRECTOR Dated: 9th MARCH 1999 Page 2 WYSE LEASING LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 1998
1998 1997 ----------- ----------- Notes L L TURNOVER 2 - 171,457 Cost of sales - 15,248 ----------- ----------- GROSS PROFIT - 156,209 Administrative expenses - 112,973 ----------- ----------- OPERATING PROFIT 3 - 43,236 Interest receivable and similar income 4 - 45 ----------- ----------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION - 43,281 Tax on profit on ordinary activities 5 - 9,500 ----------- ----------- PROFIT FOR THE FINANCIAL YEAR AFTER TAXATION - 33,781 Dividends 6 - 100,200 ----------- ----------- - (66,419) Retained profit brought forward 15,118 81,537 ----------- ----------- RETAINED PROFIT CARRIED FORWARD L15,118 L15,118 =========== ===========
The notes form part of these financial statements Page 4 WYSE LEASING LIMITED BALANCE SHEET 31 DECEMBER 1998
1998 1997 ---------- ---------- Notes L L CURRENT ASSETS: Debtors 7 35,234 111,117 Cash at bank 4,473 6,384 -------- -------- 39,707 117,501 CREDITORS: Amounts falling due within one year 8 14,589 92,383 -------- -------- NET CURRENT ASSETS: 25,118 25,118 -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES: L25,118 L25,118 -------- -------- -------- -------- CAPITAL AND RESERVES: Called up share capital 9 10,000 10,000 Profit and loss account 15,118 15,118 -------- -------- Shareholders' funds L25,118 L25,118 -------- -------- -------- --------
These financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies and with the Financial Reporting Standard for Smaller Entities. ON BEHALF OF THE BOARD: /s/ J S Hall - --------------- J S Hall - DIRECTOR Approved by the Board on 9th March 1999 -------------- THE NOTES FORM PART OF THESE FINANCIAL STATEMENTS Page 5 WYSE LEASING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1998 1. ACCOUNTING POLICIES ACCOUNTING CONVENTION The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities. The company was dormant throughout the year ended 31 December 1998. However, reference to information relating to the year ended 31 December 1997 has been made where appropriate. TURNOVER Turnover represents net invoiced sales of services, excluding value added tax. DEFERRED TAXATION Provision is made at current rates for taxation deferred in respect of all material timing differences except to the extent that, in the opinion of the director, there is reasonable probability that the liability will not arise in the foreseeable future. 2. TURNOVER The turnover and profit before taxation are attributable to the one principal activity of the company. 3. OPERATING PROFIT The operating profit is stated after charging:
1998 1997 L L Auditors' remuneration - 900 ------- ------- ------- ------- Directors' emoluments - - ------- ------- ------- -------
4. INTEREST RECEIVABLE AND SIMILAR INCOME
1998 1997 L L Interest Received - 45 ------- ------- ------- -------
5. TAXATION The tax charge on the profit on ordinary activities for the year was as follows:
1998 1997 L L UK Corporation Tax - 9,500 ------- ------- ------- -------
UK Corporation Tax was charged at 21.70% in 1997. 6. DIVIDENDS
1998 1997 L L Interim Dividend 100,200 ------- ------- ------- -------
Page 6 WYSE LEASING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1998 7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
1998 1997 L L Trade Debtors 1,995 7,554 Other Debtors 8,189 78,513 ACT Recoverable 25,050 25,050 -------- -------- 35,234 111,117 -------- -------- -------- --------
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
1998 1997 L L Trade Creditors 7,894 928 Other Creditors - 60,000 Other Taxes & Social Security - 335 Taxation 6,695 27,140 Accrued Expenses - 3,980 -------- -------- 14,589 92,383 -------- -------- -------- --------
9. CALLED UP SHARE CAPITAL
Authorised: Number: Class: Nominal 1998 1997 value: L L 50,000 Ordinary L1 50,000 50,000 -------- -------- -------- -------- Allotted, issued and fully paid: Number: Class: Nominal 1998 1997 value: L L 10,000 Ordinary L1 10,000 10,000 -------- -------- -------- --------
10. ULTIMATE PARENT COMPANY On 18 July 1998, the whole of the share capital of the company was acquired by The Wyse Group Plc. On 4 August 1998, the whole of the share capital of The Wyse Group Plc was acquired by Integrity Holdings Limited, a company registered in California, USA, making that company the Ultimate Parent Company of Wyse Leasing Limited. Page 7 WYSE LEASING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1998 11. RELATED PARTY DISCLOSURES Transactions and balances outstanding at the end of the period with other companies in which Mr. J. Hall was also a director and shareholder during the period were as follows:-
Amount Inter-Company Balances Due (to)/from company L L Wyse Leasing (North) Limited : Sales - Management Charges - (1293) Purchases - Primary Presentations Limited : Sales - Management Charges - (5) Purchases - The Wyse Group Plc : Sales - Management Charges - (765) Purchases -
Page 8 EXHIBIT FS-3 SARACEN COMPUTER SYSTEMS LIMITED - DIRECTORS REPORT AND FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998 SARACEN COMPUTER SYSTEMS LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31st DECEMBER 1998
CONTENTS Page 1 Directors and officers 2 Directors' report 3 Directors' responsibilities 4 Auditors' report 5 Profit and loss account 6 Balance sheet 7 Cash flow statement 8-14 Notes to the financial statements 15-16 Trading account
---------------------------------------------------------- MOORE STEPHENS - 1 - SARACEN COMPUTER SYSTEMS LIMITED DIRECTORS P. Carroll D. M. Billinge A. P. Stephens SECRETARY P. Carroll AUDITORS Moore Stephens, Chartered Accountants, Charterhouse, 165 Newhall Street, Birmingham B3 1SW BANKERS Barclays Bank plc, 15 Market Square, Stafford ST16 2BE REGISTERED OFFICE Garrick House, 27-32 King Street, Covent Garden, London WC2E 8JD Company number : 1930247 -2- SARACEN COMPUTER SYSTEMS LIMITED REPORT OF THE DIRECTORS The directors present their report and audited financial statements for the period ended 31st December 1998 REVIEW OF ACTIVITIES The principal activities of the company have continued to be the design and supply of computer systems for the laundry industry. On 1st October 1998, the company was acquired by Integrity Holdings Limited. RESULTS AND DIVIDENDS The balance sheet of the company as at 31st December 1998 together with the profit and loss account for the period ended on that date are attached. The directors do not recommend the payment of a dividend. RESEARCH AND DEVELOPMENT The company undertakes research and development to enhance its existing products and maintain its standard in this field. MILLENNIUM The company is aware of the risks and uncertainties associated with the year 2000 problem and has made an assessment of this. The directors consider that its own systems and equipment are 2000 compliant and are liaising with key suppliers and customers in order to minimise its exposure. The complexity of the matter prevents any business offering absolute assurance on the issue but the costs associated with the transition are not considered significant. DIRECTORS AND DIRECTORS' INTERESTS The directors who held office during the period and their interests in the shares of the company at the beginning and end of the period were as follows:-
Ordinary shares of L1 each 1998 1997 P. Carroll (appointed 1.10.98) - - D. M. Billinge - 500 A. P. Stephens - - J. D. Swingler (resigned 1.10.98) - 2500 Mrs. D. J. Swingler (resigned 1.10.98) - 2000
The directors interests in the shares of the ultimate parent undertaking are shown in the financial statements of that company. BY ORDER OF THE BOARD P. Carroll SECRETARY -3- SARACEN COMPUTER SYSTEMS LIMITED STATEMENT OF DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently. - make judgments and estimates that are reasonable and prudent. - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. -4- AUDITORS' REPORT TO THE MEMBERS OF SARACEN COMPUTER SYSTEMS LIMITED We have audited the financial statements on pages 5 to 14 which have been prepared under the historical cost convention and the accounting policies set out on page 8. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS As described on page 3 the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. OPINION In our opinion the financial statements give a true and fair view of the state of the company's affairs at 31st December 1998 and of its loss for the period then ended and have been properly prepared in accordance with the Companies Act 1985. MOORE STEPHENS CHARTERED ACCOUNTANTS AND REGISTERED AUDITOR Charterhouse 165 Newhall Street Birmingham B3 1SW 1st April 1999 -5- SARACEN COMPUTER SYSTEMS LIMITED PROFIT AND LOSS ACCOUNT FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998
1998 1997 NOTES L L TURNOVER 1 1046792 1063160 Cost of sales 339750 417434 ------- ------- GROSS PROFIT 707042 645726 Administrative expenses 723882 520724 ------- ------- OPERATING (LOSS)/PROFIT 4 (16840) 125002 Interest payable 5 4196 5472 ------- ------- (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION (21036) 119530 Taxation 6 (141) 25462 ------- ------- (LOSS)/PROFIT FOR THE FINANCIAL PERIOD (20895) 94068 Proposed dividends - 90000 ------- ------- TRANSFER (FROM)/TO RESERVES 14 (20895) 4068 ------- ------- ------- -------
There are no recognised gains or losses other than those included in the profit and loss account. -6- SARACEN COMPUTER SYSTEMS LIMITED BALANCE SHEET 31ST DECEMBER 1998
NOTES 1998 1997 L L FIXED ASSETS Intangible assets 7 - 54824 Tangible assets 8 287665 313893 ------ ------ 287665 368717 CURRENT ASSETS Stock 9 11360 20570 Debtors 10 279685 246162 Taxation 22500 22500 Directors loans - 25000 Cash at bank and in hand 200 200 ------ ------ 313745 314432 ------ ------ CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Bank loans and overdrafts (Secured) 11 46584 58503 Creditors 12 321111 227405 Dividends payable - 90000 Taxation - 49500 ------ ------ 367695 425408 ------ ------ NET CURRENT LIABILITIES (53950) (110976) ------ ------ TOTAL ASSETS LESS CURRENT LIABILITIES 233715 257741 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 12 10640 13771 ------ ------ 223075 243970 ------ ------ ------ ------ CAPITAL AND RESERVES Share capital 13 5000 5000 Profit and loss account 14 218075 238970 ------ ------ 223075 243970 ------ ------ ------ ------
These financial statements were approved by the Board on 25th March 1999. -7- SARACEN COMPUTER SYSTEMS LIMITED CASH FLOW STATEMENT FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998
NOTES 1998 1997 L L NET CASH INFLOW FROM OPERATING ACTIVITIES 20 177555 113836 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest paid (4196) (5472) ------- ------- NET CASH (OUTFLOW) FROM RETURNS ON INVESTMENT AND SERVICING OF FINANCE (4196) (5472) CORPORATION TAX PAID (49359) (15752) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Purchase of tangible fixed assets (27754) (56318) Sale of tangible fixed assets 9500 7414 Purchase of intangible assets - (44860) -------- ------- NET CASH (OUTFLOW) FOR CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT (18254) (93764) DIVIDENDS PAID (90000) - --------- --------- CASH INFLOW/(OUTFLOW) BEFORE MANAGEMENT of LIQUID RESOURCES AND FINANCING 15746 (1152) FINANCING New finance leases 13055 24520 Capital element of finance leases (16882) (13255) Pension loan repaid - (20000) -------- ------- (3827) (8735) --------- --------- INCREASE/(DECREASE) IN CASH 21 11919 (9887) --------- --------- --------- ---------
Notes 20, 21 and 22 to the financial statements form part of this statement. -8- SARACEN COMPUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998 1. PRINCIPAL ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost convention. TURNOVER Turnover represents the invoiced value of services and goods supplied excluding value added tax. FIXED ASSETS AND DEPRECIATION Fixed assets are depreciated over their estimated useful lives using the following rates:- Freehold property Nil Office equipment 10% Straight line Motor vehicles 25% Straight line Computers 20% Straight line
Freehold property is not depreciated as it is considered that the residual value and life of the property is such that depreciation would not be material. RESEARCH AND DEVELOPMENT Research and development expenditure is charged against profit in the period in which it is incurred, except insofar as it relates to a clearly defined project and the benefits therefrom can reasonably be regarded as assured. Expenditure so deferred is limited to the value of future benefits and is amortised through the profit and loss account on a systematic basis over the period expected to benefit from the project. STOCKS Stocks have been consistently valued at the lower of cost and net realisable value. DEFERRED TAXATION Deferred taxation is calculated under the liability method. Taxation deferred or accelerated by reason of material timing differences is accounted for if such liability is expected to arise in the foreseeable future. Advance corporation tax is carried forward to the extent that it is expected to be recovered. -9- SARACEN COMPUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998 2. DIRECTORS AND EMPLOYEES
1998 1997 L L DIRECTORS' EMOLUMENTS Aggregate emoluments 189905 193218 Company pension contributions to money purchase schemes 16164 21493 -------- -------- 206069 214711 -------- -------- -------- --------
The number of directors to whom retirement benefits are accruing under the following schemes are:-
Number Number Money purchase schemes 2 4 -------- -------- -------- --------
STAFF Staff costs, including directors, during the period were as follows:-
L L Wages and salaries 390349 308729 Social security costs 40036 32932 Other pension costs 18671 21493 -------- -------- 449056 363154 -------- -------- -------- --------
The average number of persons employed by the company in the period was:-
Number Number Creative 7 7 Administration 2 2 Directors 4 4 -------- -------- 13 13 -------- -------- -------- --------
3. TURNOVER 1998 1997 L L Geographical analysis:- United Kingdom 909222 888680 Rest of Europe 125014 122640 South Africa - 51840 North America 12556 - -------- --------
-10- SARACEN COMPUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998
4. OPERATING (LOSS)/PROFIT 1998 1997 L L Operating (loss)/profit is stated after charging: Depreciation and amounts written off tangible fixed assets 47041 45461 (Profit) on disposal of assets (2559) (5289) Research and development Amounts written off 54824 - Directors' emoluments (note 2) 206069 214711 Auditors' remuneration 7931 3000 ------ ------ ------ ------ 5. INTEREST PAYABLE 1998 1997 L L Bank loans and overdrafts 1314 3054 Finance lease charges 2882 2418 ------ ------ 4196 5472 ------ ------ ------ ------ 6. TAXATION ON ORDINARY ACTIVITIES 1998 1997 L L Corporation tax at 21% (1997 24%) - 27000 Under/(over)provision for previous years (141) (1538) ------ ------ (141) 25462 ------ ------ ------ ------ 7. INTANGIBLE FIXED ASSETS RESEARCH & DEVELOPMENT L COST At 31st October 1997 54824 Amounts written off (54824) ------ - ------ At 31st December 1998 ------
-11- SARACEN COMPUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998
8. TANGIBLE FIXED ASSETS FREEHOLD OFFICE MOTOR PROPERTY EQUIPMENT VEHICLES COMPUTERS TOTAL L L L L L COST 31st October 1997 185081 80201 105869 165522 536673 Additions - 559 17281 9914 27754 Disposals - - (48931) - (48931) ------- ------ ------- -------- ------- 31st December 1998 185081 80760 74219 175436 515496 ------- ------ ------- -------- ------- AMOUNTS WRITTEN OFF 31st October 1997 - 38456 62327 121997 222780 Disposal adjustment - - (41990) - (41990) Charge for period - 9356 19940 17745 47041 ------- ------ ------- -------- ------- 31st December 1998 - 47812 40277 139742 227831 ------- ------ ------- -------- ------- NET BOOK VALUE 31st December 1998 185081 32948 33942 35694 287665 ------- ------ ------- -------- ------- ------- ------ ------- -------- ------- 31st October 1997 185081 41745 43542 43525 313893 ------- ------ ------- -------- ------- ------- ------ ------- -------- -------
The net book value includes an amount of L33942 (1997 L37301) in respect of assets held under finance leases. The depreciation charge for the period was L11468 (1997 L5109) in respect of these assets. The cost of depreciable assets included above is L330415.
9. STOCKS 1998 1997 L L Stocks comprise: Consumable stock 5724 8024 Work in progress 1600 4850 Computer equipment 4036 7696 ----- ----- 11360 20570 ----- ----- ----- -----
-12- SARACEN COMPUTER SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 14 MONTHS ENDED 31ST DECEMBER 1998
10. DEBTORS 1998 1997 L L Trade debtors 243616 212054 Other debtors 167 - Prepayments and accrued income 35902 34108 ------ ------ 279685 246162 ------ ------ ------ ------
11. BANK LOANS AND OVERDRAFTS Bank loans and overdrafts are secured by a fixed and floating charge on the assets of the company.
12. CREDITORS AMOUNTS FALLING DUE WITHIN ONE YEAR 1998 1997 L L Trade creditors 48289 53058 Other taxation and social security payable 43065 20899 Hire purchase 9727 10423 Accruals and deferred income 220030 143025 ------ ------ 321111 227405 ------ ------ ------ ------ AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 1998 1997 L L Hire purchase 10640 13771 ------ ------ ------ ------ 13. CALLED UP SHARE CAPITAL 1998 1997 L L Ordinary shares of L1 each:- Authorised 100000 100000 ------ ------ ------ ------ Allotted, called up and fully paid 5000 5000 ------ ------ ------ ------
EXHIBIT FS-4 Information Support Ltd Financial Statement - 31st December 1998 INFORMATION SUPPORT LTD FINANCIAL STATEMENTS 31ST DECEMBER 1998 Company Registration Number 2743028 KARIA OWEN & CO Chartered Certified Accountants & Registered Auditors 45 Long Lane London N3 2PY INFORMATION SUPPORT LTD FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
CONTENTS PAGE Officers and professional advisers 1 The directors' report 2 Auditors' report to the shareholders 4 Profit and loss account 5 Balance sheet 6 Cash flow statement 7 Notes to the financial statements 9 THE FOLLOWING PAGES DO NOT FORM PART OF THE FINANCIAL STATEMENTS Detailed profit and loss account 18 Notes to the detailed profit and loss account 19
PAGE 1 INFORMATION SUPPORT LTD OFFICERS AND PROFESSIONAL ADVISERS THE BOARD OF DIRECTORS Mr A Grover Mr P Carroll Mr B Reid Mr A Hughes COMPANY SECRETARY Mr P Carroll REGISTERED OFFICE Garrick House 27-32 King Street Covent Garden London WC2E 8JD AUDITORS Karia Owen & Co Chartered Certified Accountants & Registered Auditors 45 Long Lane London N3 2PY BANKERS National Westminster 5 High Street Bracknell Berks. RG12 1DH
PAGE 2 INFORMATION SUPPORT LTD THE DIRECTORS' REPORT PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 The directors present their report and the financial statements of the company for the period from 1st April 1998 to 31st December 1998. PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The principal activity of the company during the period was to provide maintenance services to the computer industry and as resellers of computer systems. The directors aim to maintain the management policies which have resulted in the company's substantial growth in recent years. RESULTS AND DIVIDENDS The trading results for the period, and the company's financial position at the end of the period are shown in the attached financial statements. The directors have not recommended a dividend. THE DIRECTORS AND THEIR INTERESTS IN SHARES OF THE PARENT COMPANY The directors who served the company during the period together with their beneficial interests in the shares of the parent company were as follows:
Class of share At 31 December At 1 April 1998 1998 or later date of appointment Mr R Roach Mr A Grover Ordinary - 407,013 Mr R Dadd Mr P Carroll - - Mr B Reid - - Mr A Hughes - - --------- ---------
The company is a wholly owned subsidiary of Integrity Holdings Limited. Details of the company's fixed assets are in notes 8 to 9 in the accounts. Mr P Carroll was appointed as a director on 7th October 1998. Mr B Reid was appointed as a director on 31st December 1998. Mr A Hughes was appointed as a director on 31st December 1998. Mr R Roach resigned as a director on 31st December 1998. Mr R Dadd resigned as a director on 1st July 1998. DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company at the end of the year and of the profit or loss for the year then ended. PAGE 3 INFORMATION SUPPORT LTD THE DIRECTORS' REPORT (CONTINUED) PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 DIRECTORS' RESPONSIBILITIES (continued) In preparing those financial statements, the directors are required to: select suitable accounting policies, as described on pages 9 to 10, and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. AUDITORS A resolution to re-appoint Karia Owen & Co as auditors for the ensuing year will be proposed at the annual general meeting in accordance with section 385 of the Companies Act 1985. Registered office: Signed by order of the directors Garrick House 27-32 King Street /s/ Paul C. Carroll Covent Garden London WC2E 8JD Mr P Carroll Company Secretary Approved by the directors on 9/3/1999 -------- PAGE 4 INFORMATION SUPPORT LTD AUDITORS' REPORT TO THE SHAREHOLDERS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 We have audited the financial statements on pages 5 to 16 which have been prepared under the historical cost convention and the accounting policies set out on pages 9 to 10. RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND THE AUDITORS As described on pages 2 to 3, the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. GOING CONCERN As explained in note 1, the financial statements have been prepared on a going concern basis, the validity of which depends upon the continued and additional support of the parent company. The financial statements do not include any adjustments that would result from the absence of the required level of support. In view of the significance of this matter we consider that it should be drawn to your attention but our opinion is not qualified in this respect. OPINION In our opinion the financial statements give a true and fair view of the company's state of affairs as at 31st December 1998 and of its profit for the period then ended, and have been properly prepared in accordance with the Companies act 1985. In our opinion the company is entitled to the exemption conferred by section 248 of the Companies Act 1985 from the requirement to prepare Group Accounts for the financial period ended 31st December 1998. 45 Long Lane KARIA OWEN & CO London Chartered Certified Accountants N3 2PY & Registered Auditors 15/3/99 KARIA OWEN & CO - ------- PAGE 5 INFORMATION SUPPORT LTD PROFIT AND LOSS ACCOUNT PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
Period to Year to 31 Dec 98 31 Mar 98 Note L L TURNOVER - 2 3,256,959 4,667,813 Cost of sales 2,532,044 3,643,500 ----------- ----------- GROSS PROFIT 724,915 1,024,313 Distribution costs 501,063 367,235 Administrative expenses 806,993 601,228 Other operating income (29,637) (39,517) ----------- ----------- OPERATING (LOSS)/PROFIT 3 (553,504) 95,367 Interest payable 6 (9,270) (14,256) ----------- ----------- (LOSS)/PROFIT ON ORDINARY ACTIVITIES (562,774) 81,111 BEFORE TAXATION Tax on (loss)/profit on ordinary activities - 28,042 ----------- ----------- (LOSS)/RETAINED PROFIT FOR THE (562,774) 53,069 FINANCIAL PERIOD Balance brought forward (41,626) (94,695) ----------- ----------- Balance carried forward (604,400) (41,626) ----------- ----------- ----------- -----------
The company has no recognised gains or losses other than the results for the period as set out above. All of the activities of the company are classed as continuing. PAGE 6 INFORMATION SUPPORT LTD BALANCE SHEET 31ST DECEMBER 1998
Period to Year to Note 31 Dec 98 31 Mar 98 L L L L FIXED ASSETS Intangible assets 7 245,788 265,716 Tangible assets - 8 87,249 76,753 Investments 9 2 2 ---------- ----------- 333,039 342,471 CURRENT ASSETS Stocks 10 61,030 236,253 Debtors 11 1,071,474 1,433,161 Cash at bank and in hand 51,353 1,131 ------------ ------------- 1,183,857 1,670,545 CREDITORS: Amounts falling due within one year 12 (2,005,354) (1,938,700) ------------ ------------- NET CURRENT LIABILITIES (821,497) (268,155) ---------- ----------- TOTAL ASSETS LESS CURRENT LIABILITIES (488,458) 74,316 ---------- ----------- ---------- ----------- CAPITAL AND RESERVES Called-up equity share capital 15 115,942 115,942 Profit and loss account (604,400) (41,626) ---------- ----------- (DEFICIENCY)/SHAREHOLDER 16 (488,458) 74,316 S'FUNDS ---------- ----------- ---------- -----------
These financial statements were approved by the directors on the 9/3/1999 and are signed on their behalf by: /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] - -------------------- --------------- MR A GROVER MR P CARROLL PAGE 7 INFORMATION SUPPORT LTD CASH FLOW STATEMENT PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
Period to Year to 31 Dec 98 31 Mar 98 L L L L NET CASH INFLOW FROM 203,993 27,858 OPERATING ACTIVITIES RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest paid (9,270) (14,256) ---------- ---------- Net cash outflow from returns on (9,270) (14,256) investments and servicing of finance TAXATION (2,975) (25,150) CAPITAL EXPENDITURE Payments to acquire tangible fixed assets (51,543) (18,255) ---------- ---------- NET CASH OUTFLOW FROM (51,543) (18,255) CAPITAL EXPENDITURE ACQUISITIONS AND DISPOSALS Net outflow from shares in group (2) undertakings ---------- ---------- NET CASH OUTFLOW FROM -- (2) ACQUISITIONS AND DISPOSALS ---------- ---------- INCREASE/(DECREASE) IN CASH 140,205 (29,805) ---------- ---------- ---------- ----------
PAGE 8 INFORMATION SUPPORT LTD CASH FLOW STATEMENT (CONTINUED) PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 RECONCILIATION OF OPERATING (LOSSYPROFIT TO NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES
Period to Year to 31 Dec 98 31 Mar 98 L L Operating (loss)/profit (553,504) 95,367 Amortisation 19,928 22,519 Depreciation 41,047 40,770 Decrease in stocks 175,223 174,164 Decrease/(Increase) in debtors 361,687 (397,318) Increase in creditors 159,612 92,356 ----------- ----------- Net cash inflow from operating activities 203,993 27,858 ----------- ----------- ----------- ----------- RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 31 Dec 98 31 Mar 98 L L Increase/Decrease in cash in the period 140,205 (29,805) Net debt at 1 Apr 98 (88,852) (59,046) ----------- ----------- Net funds at 31 Dec 98 51,353 (88,852) ----------- ----------- ----------- ----------- ANALYSIS OF CHANGES IN NET FUNDS At 1 Apr Cash flows 31 Mar 98 L L L Net cash: Cash in hand and at bank 1,131 50,222 51,353 Overdrafts (89,983) 89,983 -- ------------ ---------- ---------- (88,852) 140,205 51,353 ------------ ---------- ---------- Debt: ------------ ---------- ---------- Net funds (88,852) 140,205 51,353 ------------ ---------- ---------- ------------ ---------- ----------
PAGE 9 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 1. ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements have been prepared under the historical cost convention, and in accordance with applicable accounting standards. The financial statements have been prepared on a going concern basis, the validity of which depends upon the continued and additional support of the parent company, Integrity Holdings Limited. During the period the company had to borrow the sum of L161,250 from it's parent company. We have, however, obtained sufficient evidence that Integrity Holdings Limited will provide the continued and additional financial support required. CONSOLIDATION In the opinion of the directors, the company and its subsidiary undertakings comprise a medium-sized group. The company has therefore taken advantage of the exemption provided by Section 248 of the Companies Act 1985 not to prepare group accounts. TURNOVER The turnover shown in the profit and loss account represents amounts invoiced during the period, exclusive of Value Added Tax. GOODWILL Purchased goodwill is written off to the profit & loss account over it's estimated useful life. This year the directors have decreased the write off period to 15 years from 20 years in line with the group accounting policy. Goodwill which is generated by the activities of the company is not recognised as an asset in the balance sheet and the associated costs are written off to the profit and loss account when they are incurred. AMORTISATION Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: GOODWILL - Over 15 years - Straight Line DEPRECIATION Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: EQUIPMENT - 20% Straight Line STOCKS Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. OPERATING LEASE AGREEMENTS Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits as incurred. PAGE 10 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 1. ACCOUNTING POLICIES (CONTINUED) PENSION COSTS The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit and loss account. INCOME Revenue from all maintenance contracts are credited to turnover in equal monthly instalments. Associated expenditure is written off in the month its incurred. 2. TURNOVER The turnover and profit before tax are attributable to the principal activity of the company. An analysis of turnover is given below:
Period to Year to 31 Dec 98 31 Mar 98 L L United Kingdom 3,256,959 4,667,813 ----------- ----------- 3. OPERATING LOSS/PROFIT OPERATING LOSS/PROFIT IS STATED AFTER CHARGING: Period to Year to 31 Dec 98 31 Mar 98 L L Staff pension contributions 29,186 26,390 Amortisation 19,928 22,519 Depreciation 41,047 40,770 Auditors' remuneration - as auditors 10,000 5,500 ----------- -----------
PAGE 11 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 4. PARTICULARS OF EMPLOYEES The average number of staff employed by the company during the financial period amounted to:
Period to Year to 31 Dec 98 31 Mar 98 No. No. Number of field/workshop staff 29 31 Number of distribution staff 14 13 Number of administrative staff 7 7 --------- ---------- 50 51 --------- ---------- The aggregate payroll costs of the above were: Period to Year to 31 Dec 98 31 Mar 98 L L Wages and salaries 2,354 1,188,836 Social security costs 8,333 113,914 Other pension costs 3,210 40,470 --------- ---------- 123,897 1,343,220 --------- ---------- 5. DIRECTORS'EMOLUMENTS The directors' aggregate emoluments in respect of qualifying services were: Period to Year to 31 Dec 98 31 Mar 98 L L Emoluments receivable 5,524 145,580 Pension contributions 4,024 14,080 -------- -------- 139,548 159,660 -------- --------
PAGE 12 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 5. DIRECTORS' EMOLUMENTS (CONTINUED) The number of directors who are accruing benefits under company pension schemes were as follows:
Period to Year to 31 Dec 98 31 Mar 98 L L Defined benefit schemes 3 3 --------- ---------- 6. INTEREST PAYABLE Period to Year to 31 Dec 98 31 Mar 98 L L Interest payable on bank borrowing 9,270 14,256 --------- ---------- 7. INTANGIBLE FIXED ASSETS GOODWILL L COST At 1st April 1998 and 31st December 1998 450,376 ---------- AMORTISATION At 1st April 1998 184,660 Charge for the period 19,928 ---------- At 31st December 1998 204,588 ---------- NET BOOK VALUE At 31st December 1998 245,788 ---------- At 31st March 1998 265,716 ----------
PAGE 13 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 8. TANGIBLE FIXED ASSETS
FIXTURES FITTING & EQUIPMENT L COST At 1st April 1998 222,106 Additions 51,543 ---------- At 31st December 1998 273,649 ---------- DEPRECIATION At 1st April 1998 145,353 Charge for the period 41,047 ---------- At 31st December 1998 186,400 ---------- NET BOOK VALUE At 31st December 1998 87,249 ---------- At 31st March 1998 76,753 ---------- 8. INVESTMENTS Shares in Group Undertaking L COST At 1st April 1998 and 31st December 1998 2 ---------- NET BOOK VALUE At 31st December 1998 2 ---------- At 31st March 1998 2 ----------
The company owns 100% of the issued share capital of ISL Software Solutions Ltd and the aggregate amount of its capital and reserves and the results for the period ended 31st December 1998 were as follows:
31 Dec 98 31 Mar 98 L L Aggregate capital and reserves Capital & reserves (66,059) (43,911) Profit and (loss) for the year Results (22,148) (43,913)
Under the provision of section 248 of the Companies Act 1985 the company is exempt from preparing consolidated accounts and has not done so, therefore the accounts show information about the company as an individual entity. PAGE 14 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 10. STOCKS
31 Dec 98 31 Mar 98 L L Computer Spares - 89,514 Finished goods 61,030 146,739 ---------- ----------- 61,030 236,253 ---------- ----------- 11. DEBTORS 31 Dec 98 31 Mar 98 L L Trade debtors 720,826 1,072,818 Amounts owed by group - 131,195 undertakings Other debtors 20,000 20,000 Prepayments and accrued income 330,648 209,148 ---------- ----------- 1,071,474 1,433,161 ---------- ----------- 12. CREDITORS: Amounts falling due within one year 31 Dec 98 31 Mar 98 L L Bank loans and overdrafts - 89,983 Trade creditors 676,583 639,622 Amounts owed to group undertakings 161,250 - Other creditors including taxation and social security: Corporation tax 25,067 28,042 PAYE and social security 45,936 46,781 VAT 120,989 148,443 --------- -------- 191,992 223,266 Accruals and deferred income 975,529 985,829 --------- ---------- 2,005,354 1,938,700 --------- ---------- --------- ----------
The bank overdraft is secured by fixed and floating charge on the assets of the company. PAGE 15 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 13. COMMITMENTS UNDER OPERATING LEASES At 31st December 1998 the company had annual commitments under non-cancellable operating leases as set out below.
31 Dec 98 31 Mar 98 Land & Other Land & Other Buildings Items Buildings Items L L L L Operating leases which expire: Within 1 year 70,125 143,925 70,125 130,089 Within 2 to 5 years 29,219 117,338 87,656 95,276 --------- -------- -------- --------- 99,344 261,263 157,781 225,365 --------- -------- -------- --------- --------- -------- -------- ---------
14. RELATED PARTY TRANSACTIONS No transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 8. 15. SHARE CAPITAL Authorised share capital:
31 Dec 98 31 Mar 98 L L 1,600,000 Ordinary shares of LO.05 each 80,000 80,000 718,840 Ordinary 'A' shares of L0.05 each 35,942 35,942 -------- -------- 115,942 115,942 -------- -------- -------- -------- Allotted, called up and fully paid: 31 Dec 98 31 Mar 98 No. L No. L Ordinary shares 1,600,000 80,000 1,600,000 80,000 Ordinary 'A' shares 718,000 35,942 718,840 35,942 --------- -------- --------- --------- 2,318,840 115,942 2,318,840 115,942 --------- -------- --------- --------- --------- -------- --------- ---------
PAGE 16 INFORMATION SUPPORT LTD NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS'FUNDS
Period to Year to 31 Dec 98 31 Mar 98 L L (Loss)/Profit for the financial period (562,774) 53,069 Opening shareholders' equity funds 74,316 21,247 --------- --------- Closing shareholders' equity funds (488,458) 74,316 --------- --------- --------- ---------
17. ULTIMATE PARENT COMPANY THE ULTIMATE PARENT COMPANY IS INTEGRITY HOLDINGS LIMITED, A COMPANY REGISTERED IN THE U.S.A. PAGE 17 INFORMATION SUPPORT LTD MANAGEMENT INFORMATION PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998 THE FOLLOWING PAGES DO NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS WHICH ARE THE SUBJECT OF THE AUDITORS' REPORT ON PAGE 4. PAGE 18 INFORMATION SUPPORT LTD DETAILED PROFIT AND LOSS ACCOUNT PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
Period to Year to 31 Dec 98 31 Mar 98 L L TURNOVER Sale of Computer Systems 1,710,177 2,475,069 Contract Revenue 1,546,782 2,192,744 ---------- ----------- 3,256,959 4,667,813 COST OF SALES Purchases 1,207,711 1,906,999 Direct wages 467,612 695,586 Motor Expenses 168,298 269,038 Commissions 137,989 111,773 Subcontract 107,523 147,274 Time & Materials 99,254 182,931 Stock W/Off 89,514 65,797 In House Usage 87,174 40,340 NIC on direct labour 48,648 66,380 Directors salaries 35,000 46,500 Freight 19,473 24,132 Training & Documentation 18,188 23,981 Communications 18,096 32,223 Travel 16,435 23,074 Third Party Repair 11,129 7,472 ---------- ----------- 2,532,044 3,643,500 ---------- ---------- GROSS PROFIT 724,915 1,024,313 OVERHEADS Administrative expenses 806,993 601,228 Distribution costs 501,063 367,235 ---------- ----------- 1,308,056 968,463 ---------- ---------- (583,141) 55,850 OTHER OPERATING INCOME Rent receivable 29,637 39,517 ---------- ---------- OPERATING (LOSS)/PROFIT (553,504) 95,367 Bank interest payable 9,270 14,256 ---------- ---------- (LOSS)/PROFIT ON ORDINARY ACTIVITIES (562,774) 81,111 ---------- ----------
PAGE 19 INFORMATION SUPPORT LTD NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
Period to Year to 31 Dec 98 31 Mar 98 L L DISTRIBUTION COSTS Distribution wages- 361,025 262,831 Motor 78,726 64,611 NIC on distribution labour 34,257 34,162 Advertising 16,555 (36,369) Directors salaries 10,500 42,000 --------- --------- 501,063 367,235 --------- --------- ADMINISTRATIVE EXPENSES PERSONNEL COSTS: Administrative staff salaries 142,217 98,919 Directors salaries 36,000 43,000 Directors compensation for loss of office 30,000 - Staff pension contributions 29,186 26,390 Staff NIC 15,428 13,372 Directors pension contributions 14,024 14,080 -------- -------- 266,855 195,761 ESTABLISHMENT EXPENSES: Rent, rates and water 80,220 105,195 Light and heat 12,619 21,284 Repairs and maintenance 7,969 5,512 -------- -------- 100,808 131,991 GENERAL EXPENSES: Depreciation of office equipment 41,047 40,770 Telephone 39,418 37,834 Printing, stationery and postage 31,282 19,518 Motor expenses 23,993 20,261 Amortisation 19,928 22,519 Legal and professional fees 19,643 18,411 Recruitment & Training 19,128 15,248 Travel and subsistence 12,723 20,079 Auditors remuneration 10,000 5,500 Insurance 9,046 16,599 Consultancy fees 7,009 22,092 Health Insurance 5,156 8,713 Entertaining 4,359 13,381 Accountancy fees 3,725 4,000 Sundry expenses 91 301 -------- -------- 246,548 265,226
PAGE 20 INFORMATION SUPPORT LTD NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
Period to Year to 31 Dec 98 31 Mar 98 L L Financial costs: 185,091 - Provision for doubtful debts 7,691 8,250 --------- -------- Bad debts written off 192,782 8,250 -------- --------- 806,993 601,228 -------- --------- -------- ---------
EXHIBIT FS-5 Premier Group Limited - Directors Report and Consolidated Financial Statements for the year ended 31 December 1998 PREMIER COMPUTER GROUP LIMITED DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1998 [LOGO] PREMIER COMPUTER GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1998 CONTENTS Directors and other information 2 Directors' report 3 Auditors' report 6 Consolidated profit and loss account 7 Consolidated balance sheet 8 Company balance sheet 9 Consolidated cashflow statement 10 Notes forming part of these consolidated financial statements 11
1 PREMIER COMPUTER GROUP LIMITED DIRECTORS AND OTHER INFORMATION DIRECTORS Brian Kearney (resigned 23/12/98) Mark Howell William Reid Leo McCarthy (appointed 1/5/98) Paul Carroll (appointed 23/12/98) SECRETARY Mark Howell REGISTERED OFFICE 13/16 Dame Street, Dublin 2. BANKERS Allied Irish Bank plc., 24 Arran Quay, Dublin 7. AUDITORS BDO Simpson Xavier, Chartered Accountants and Registered Auditors, Simpson Xavier Court, Merchants Quay, Dublin 8. SOLICITORS Patrick Donaghy & Company, Solicitors, 13/16 Dame Street, Dublin 2. 2 PREMIER COMPUTER GROUP LIMITED DIRECTORS' REPORT The directors submit their report together with the audited financial statements of the group for the year ended 31 December 1998. PRINCIPAL ACTIVITIES AND REVIEW OF THE BUSINESS The principal activity of the group throughout the year under review was the manufacture, sale and support of software and the sale and support of computer systems. The entire share capital of the company was acquired by Integrity Holdings Limited on the 23 December 1998. RESULTS FOR THE YEAR The consolidated profit and loss account and consolidated balance sheet for the year ended 31 December 1998 are set out on pages 7 and 8. The operating loss for the year before taxation is stated in the profit and loss account on page 7. RESEARCH AND DEVELOPMENT The group has been involved in the development of software products during the year. POST BALANCE SHEET EVENTS The company has agreed in principle to the disposal of one of its subsidiaries Techsonix Limited in May 1999. 3 PREMIER COMPUTER GROUP LIMITED DIRECTORS' REPORT - continued YEAR 2000 The directors are currently implementing plans regarding the year 2000. These plans should be operational by July 1999. EURO The directors are currently implementing plans for the euro change over. These plans should be operational by July 1999. FUTURE DEVELOPMENT There are no future material changes anticipated in the business of the group at this time. The directors are confident that turnover will be increased further during the coming year, through the establishment of new markets and the expansion of the range of software products. HEALTH AND SAFETY It is the policy of the relevant group companies to ensure the health and welfare of employees by maintaining a safe place and system of work. This policy is based on the requirements of the Safety, Health and Welfare at Work Act, 1989. DIRECTORS AND DIRECTORS' INTERESTS The names of the persons who were directors at any time during the year ended 31 December 1998 are set out on page 2. Except where indicated they served as directors for the entire year. In accordance with the Articles of Association, the directors are not required to retire by rotation. The beneficial interests of the directors of the company, their families and nominees in the share capital of the company as they appear in the register of shareholders are as follows:
AT 31 DECEMBER 1998 AT 31 DECEMBER 1997 ORDINARY SHARES ORDINARY SHARES NO NO PAUL CARROLL - - MARK HOWELL - 46 WILLIAM REID - 89
4 PREMIER COMPUTER GROUP LIMITED DIRECTORS' REPORT - continued DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: - - select suitable accounting policies and then apply them consistently; - - make judgements and estimates that are reasonable and prudent; - - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Acts, 1963 to 1990. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. SUBSIDIARY UNDERTAKINGS Information in the subsidiary undertakings is set out in note 23 to the financial statements. AUDITORS Grant Thornton resigned as auditors during the year and the directors appointed BDO Simpson Xavier to fill the vacancy. The auditors, BDO Simpson Xavier, Charted Accountants & Registered Auditors have indicated their willingness to continue in the office in accordance with the provisions of section 160(2) of the Companies Act, 1963. SECTION40 (1) COMPANIES ACT, 1983 The Balance Sheet on page 8 discloses that the net assets of the group are less than half the issued share capital. Accordingly the directors have decided to convene an Extraordinary General Meeting of the company immediately after the close of the Annual General Meeting to review its financial situation. Mark Howell - ------------------- Director Paul Carroll - ------------------- Director 1 May 1999 - ------------------- Date 5 [LETTERHEAD] TO THE MEMBERS OF PREMIER COMPUTER GROUP LIMITED We have audited the financial statements on pages 7 to 24 which have been prepared under the historical cost convention and the accounting policies set out on pages 11 and 12. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS As described on page 4, the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes an examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatements, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. OPINION In our opinion, the financial statements give a true and fair view of the state of the company's and the group's affairs as at 31 December 1998 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Acts, 1963 to 1990. In our opinion, the information given in the directors' report on pages 3 to 5 is consistent with the financial statements. In our opinion, there did exist at 31 December 1998 a financial situation which, under Section 40(1) of the Companies (Amendment) Act 1983, does require the convening of an extraordinary general meeting of the company. We have obtained all the information and explanations we considered necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the company. The financial statements are in agreement with the books of account. 1 May 1999 BDO Simpson Xavier Chartered Accountants & Registered Auditors PREMIER COMPUTER GROUP LIMITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 1998
Note 1998 1997 IRL IRL TURNOVER - CONTINUING OPERATIONS 2 3,775,749 3,056,218 ------------ ----------- GROSS PROFIT 2,024,282 1,960,171 Operating costs (2,198,266) (1,773,455) Exceptional costs (349,585) (53,370) ------------ ----------- OPERATING LOSS/PROFIT - CONTINUING OPERATIONS (523,569) 133,346 Interest receivable 6 - 7,484 Interest payable and similar charges 7 (16,967) (30,254) ------------ ----------- LOSS/PROFIT BEFORE TAXATION 3 (540,536) 110,576 Taxation 8 - (3,382) ------------ ----------- LOSS/PROFIT AFTER TAXATION (540,536) 107,194 Minority interests (3,415) (6,525) ------------ ----------- LOSS/PROFIT FOR THE YEAR (543,951) 100,669 Redemption of shares - (114,196) Transfer to capital redemption reserve fund - (9,149) ------------ ----------- Retained loss for the financial year (543,951) (22,676) Balance at beginning of year 397,716 420,392 ------------ ----------- BALANCE AT END OF YEAR (146,235) 397,716 ------------ -----------
All recognised gains and losses have been included in the profit and loss account. The notes on pages 11 to 24 form part of these financial statements. Mark Howell Paul Carroll - ----------------------------- ------------------------- Director Director 1 May 1999 - ----------------------------- Date 7 PREMIER COMPUTER GROUP LIMITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 1998
NOTES 1998 1997 ASSETS EMPLOYED IRL IRL FIXED ASSETS Tangible assets 9 287,253 147,396 Financial assets 10 - 149,585 Intangible assets 11 - 83,774 --------- ---------- 287,253 380,755 CURRENT ASSETS Stocks 12 58,875 220,867 Debtors 13 996,587 718,782 Bank 277,514 208,751 --------- ---------- 1,332,976 1,148,400 CREDITORS (amounts falling due within one year) 14 (1,658,948) (982,458) --------- ---------- NET CURRENT (LIABILITIES)/ASSETS (325,972) 165,942 --------- ---------- TOTAL ASSETS LESS CURRENT LIABILITIES (38,719) 546,697 CREDITORS (amounts falling due after more than one year) 15 (58,464) (91,095) --------- ---------- (97,183) 455,602 --------- ---------- CAPITAL AND RESERVES Called up share capital 16 2,220 2,220 Share premium 17 199,267 199,267 Profit and loss account (146,235) 397,716 Other reserves 18 (152,435) (140,071) --------- --------- Shareholders' funds (97,183) 459,132 Minority interest 19 - (3,530) --------- --------- (97,183) 455,602 --------- ---------
The notes on pages 11 to 24 form part of these financial statements. Mark Howell Paul Carroll - ------------------------ ---------------------------- Director Director 1 May 1999 - ------------------------ Date 8 PREMIER COMPUTER GROUP LIMITED COMPANY BALANCE SHEET AS AT 31 DECEMBER 1998
NOTE 1998 1997 IRL IRL ASSETS EMPLOYED FIXED ASSETS Financial assets 10 100,490 100,490 -------- -------- CURRENT ASSETS Debtors 13 238,381 238,381 Cash at bank 6,727 6727 -------- -------- 245,108 245,108 CREDITORS (amounts failing due within one year) 14 (107,577) (107,577) -------- -------- NET CURRENT ASSETS 137,531 137,531 -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 238,021 238,021 -------- -------- CAPITAL AND RESERVES Called up share capital 16 2,220 2,220 Share premium 17 199,267 199,267 Capital redemption reserve fund 18 34,149 34,149 Profit and loss account 2,385 2,385 -------- -------- Shareholders Funds 238,021 238,021 -------- --------
The notes on pages 11 to 24 form part of these financial statements. Mark Howell - ------------------------------------------ Director Paul Carroll - ------------------------------------------ Director 1 May 1999 - ------------------------------------------ Date 9 PREMIER COMPUTER GROUP LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 1998
NOTE 1998 1997 IRL IRL NET CASH INFLOW FROM OPERATING ACTIVITIES 25 496,077 378,044 ------------ ----------- RETURNS ON INVESTMENT AND SERVICING OF FINANCE Interest paid (16,946) (30,255) Interest received - 7,484 ------------ ----------- NET CASH OUTFLOW FROM RETURNS ON INVESTMENTS AND (16,946) (22,771) SERVICING OF FINANCE ------------ ----------- TAXATION Corporation tax paid (8,667) (763) ------------ ----------- CAPITAL EXPENDITURE Purchase of tangible assets (292,828) (15,198) Sale of tangible assets 5,038 36,770 Expenditure on intangible fixed assets - (61,134) Purchase of financial asset - (149,585) ------------ ----------- NET CASH OUTFLOW FROM CAPITAL EXPENDITURE (287,790) (189,147) ------------ ----------- NET CASH INFLOW BEFORE FINANCING 182,674 165,363 ------------ ----------- FINANCING Capital element of finance lease rental payments 26,772 (57,797) Bank Loans (36,448) (81,277) Redemption of Ordinary Share Capital - (123,345) Unsecured loan (51,844) 50,000 ------------ ----------- NET CASH OUTFLOW FROM FINANCING (61,520) (212,419) ------------ ----------- INCREASE/(DECREASE) IN CASH 26 121,154 (47,056) ------------ -----------
10 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES a) BASIS OF PREPARATION These financial statements have been prepared under the historical cost convention. b) TURNOVER Turnover on systems sales are recognised when the systems are commissioned and the customers billed. c) DEPRECIATION Depreciation is calculated to write off the cost of tangible assets over their expected useful lives at the following annual rates: Improvements to premises 20% straight line Fixtures and fittings 20% straight line Equipment 20% straight line Software 20% straight line Motor vehicles 20%-33.3% straight line
d) LEASED ASSETS Assets held under leasing arrangements that transfer substantially all the risks and rewards of ownership ("finance leases") to the company are capitalised. The capital element of the related rental obligations is included in creditors. The interest element of the rental obligations is charged to the profit and loss account so as to produce a constant periodic rate of charge. Rebates of rentals received on disposal of leased assets are treated as proceeds on disposal. All other leases are operating leases and the annual rentals are charged to the profit and loss account. e) STOCKS Stocks are valued at the lower of cost and net realisable value. Cost comprises invoice cost exclusive of value added tax, together with freight and carriage costs incurred. Net realisable value comprises the actual or estimated selling price (net of trade discounts) less all further costs to be incurred in marketing, selling and distribution. 11 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS f) FOREIGN CURRENCIES Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the balance sheet date and revenues, costs and nonmonetary assets at the exchange rates ruling at the dates of the transactions. Profits and losses arising from foreign currency translations and on settlement of amounts receivable and payable in foreign currency are dealt with through the profit and loss account. g) PENSIONS Amounts paid to fund defined contribution schemes are charged to the profit and loss account as incurred. h) SOFT,ARE RESEARCH AND DEVELOPMENT COSTS Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same year unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period from which the company is expected to benefit. 12 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. TURNOVER The turnover of the company for the period has been derived from its principle activity.
1998 IRL Republic of Ireland. 3,473,214 United Kingdom. 302,535 ---------- 3,775,749 ----------
3. LOSS/PROFIT BEFORE TAXATION The Loss/profit before taxation has been arrived at after charging the following items;
1998 1997 IRL IRL Auditors' remuneration 24,992 7,808 Depreciation 144,608 99,691 Amortisation of intangible assets 83,019 59,794 Exceptional costs 349,585 53,370 --------- --------
Exceptional cost in the current year relate to provisions in respect of the group's financial asset IRL 149,585 (see note 10), IRL 100,000 regarding the recovery of monies advanced to a company related and controlled by former directors and IRL 100,000 covering the write off of obsolete stock 13 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. EMPLOYEES AND REMUNERATION The average number of persons (including directors) employed by the group during the financial year was 45 (1997: 39) and is analysed into the following categories;
1998 1997 IRL IRL Sales 6 5 Administration 9 10 Technical 30 24 ----------- --------- 45 39 ----------- --------- Staff costs comprised: 1998 1997 IRL IRL Wages and salaries 1,113,821 858,311 Social welfare costs 97,643 90,751 Pension costs 25,468 11,769 ----------- --------- 1,236,932 960,831 ----------- ---------
5 DIRECTORS' EMOLUMENTS
1998 1997 IRL IRL Remuneration and other emoluments 225,064 112,393 Pension costs 14,829 8,743) ---------- --------- 239,892 121,136 ---------- ---------
6 INTEREST RECEIVABLE
1998 1997 IRL IRL Interest received and receivable -- 7,484 ---------- ---------
14 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7. INTEREST PAYABLE AND SIMILAR CHARGES
1998 1997 This interest was in respect of: IRL IRL Borrowings wholly repayable within five years - bank loan and overdraft 11,855 20,743 - finance lease 5,111 9,512 --------- ------- 16,967 30,255 --------- -------
8. TAXATION
1998 1997 IRL IRL Corporation tax principally at 10% -- 9,000 Overprovision in prior year -- (5,168) --------- ------- -- 3,382 --------- -------
No tax liability arises in the current year due to loss relief. 15 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9. TANGIBLE ASSETS GROUP
IMPROVEMENTS FIXTURES EQUIPMENT SOFTWARE MOTOR TOTAL TO PREMISES & VEHICLES FITTINGS IRL IRL IRL IRL IRL IRL COST At I January 1998 33,194 341,667 238,352 133,731 40,951 787,895 Additions -- 3,037 168,315 36,273 85,215 292,840 Disposals -- (6,029) -- -- (14,240) (20,269) Translation adjustments -- (9,627) (3,034) -- (1,349) (14,010) ------------ --------- ---------- ---------- --------- --------- AT 31 DECEMBER 1998 33,194 329,048 403,633 170,004 110,577 1,046,456 ------------ --------- ---------- ---------- --------- --------- DEPRECIATION At 1 January 1998 17,427 327,114 168,131 109,529 18,298 640,499 Charge for year 6,492 889 97,004 22,223 18,000 144,608 Disposals -- -- -- -- (13,053) (13,053) Translation adjustments -- (9,207) (3,045) -- (599) (12,851) ------------ --------- ---------- ---------- --------- --------- At 31 December 1998 23,919 318,796 262,090 131,752 22,646 759,203 ------------ --------- ---------- ---------- --------- --------- NET BOOK VALUE AT 31 DECEMBER 1998 9,275 10,252 141,543 38,252 87,931 287,253 ------------ --------- ---------- ---------- --------- --------- At 1 January 1998 15,767 14,553 70,221 24,202 22,653 147,396 ------------ --------- ---------- ---------- --------- ---------
Tangible assets with a net book amount of IRL 102,051 (1997: IRL 47,014) are held by the group under finance leases. The depreciation charge on these assets amounts to IRL 38,459 (1997: IRL 21,032). 16 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10 FINANCIAL ASSETS
GROUP 1998 1997 IRL IRL Leasehold interest - 149,585 ------- ------- The directors have decided to make a full provision against the value of this investment due to doubt over group's legal ownership of the lease hold interest. COMPANY Investment in subsidiaries (note 23) 100,490 100,490 ------- ------- 11 INTANGIBLE ASSETS GROUP SOFTWARE DEVELOPMENT COSTS IRL COST At 1 January 1998 362,689 Translation adjustments (3,128) -------- AT 31 DECEMBER 1998 359,561 -------- DEPRECIATION At 1 January 1998 278,915 Charge for year 83,019 Translation adjustments (2,373) -------- At 31 December 1998 359,561 -------- NET BOOK AMOUNT - AT 31 DECEMBER 1998 -------- At 1 January 1998 83,774 --------
17 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12. STOCKS
1999 1997 IRL IRL Goods for resale 58,875 215,297 Other stock - 5,570 ---------- --------- 58,875 220,867 ---------- --------- In the opinion of the directors, the replacement cost of stock does not differ significantly from the figures shown above. 13 DEBTORS (amounts falling due within one year) 1998 1997 GROUP IRL IRL Trade debtors and prepayments 996,587 718,782 ---------- --------- COMPANY 1998 1997 IRL IRL Amounts due by subsidiary companies (note 15) 238,381 238,381 ---------- ---------
18 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14. CREDITORS (amounts falling due within one year)
1998 1997 GROUP IRL IRL Trade creditors 714,095 360,908 Bank overdraft 42,738 95,129 Corporation tax 333 9,000 PAYE/PRSI 56,115 20,955 VAT 92,026 53,698 Accruals and deferred income 692,969 353,207 Obligations under finance leases 60,672 37,717 Unsecured loan - 50,000 Secured loan - 1,844 --------- --------- 1,658,948 982,458 --------- --------- The bank overdraft is secured by fixed and floating charges over the fixed assets of Techsonix Limited. 1998 1997 COMPANY IRL IRL Amounts due to subsidiary companies 107,577 57,577 --------- --------- 15. CREDITORS (amount falling due after more than one year) GROUP 1998 1997 IRL IRL Bank loan - 36,448 Finance leases - repayable within five years 58,464 54,647 --------- --------- 58,464 91,095 --------- ---------
19 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16. SHARE CAPITAL
1998 1997 IRL IRL AUTHORISED 100,000 ordinary shares of IRL 1 each 100,000 100,000 --------- --------- ALLOTTED, CALLED UP AND FULLY PAID Equity Shares 2,220 ordinary shares of IRL 1 each 2,220 2,220 --------- ---------
17. SHARE PREMIUM
1998 1997 IRL IRL At 31 December 1998 and 31 December 1997 199,267 199,267 --------- ---------
18 OTHER RESERVES
GOODWILL TRANSLATION CAPITAL TOTAL WRITE-OFF RESERVES REDEMPTION IRL RESERVE IRL RESERVE IRL IRL At 1 January 1998 (175,885) 1,665 34,149 (140,071) Translation differences arising during the year - (399) - (399) Goodwill on acquisition (11,965) - - (11,965) ---------- ----------- ---------- --------- AT 31 DECEMBER 1998 (187,850) 1,266 34,149 (152,435) ---------- ----------- ---------- ---------
19 MINORITY INTEREST
1998 1997 IRL IRL At 1 January 1998 (3,530) (8,810) Share of profit after taxation (4,644) 6,525 Foreign currency translation 115 (1,245) Acquisition of minority interest by holding company (8,059) ---------- --------- At 31 December 1998 - (3,530) ---------- ---------
20 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20. FINANCIAL COMMITMENTS At 31 December 1998 the Group had annual commitments of IRL 5,076 (1997: IRL 5,076) under non-cancellable operating leases. These leases were due to expire in the following periods after 31 December:
1998 1997 IRL IRL Within one year 1,128 1,692 Between two and five years 2,256 3,384 ------- ------- 3,384 5,076 ------- -------
21 CONTROLLING PARTY As from 23 December 1998 the company was controlled by Integrity Holdings Limited, a company incorporated in the U.S.A. and operating in Europe. 22 RELATED PARTY TRANSACTIONS The company has availed of the exemptions under FRS 8 (Related Party Disclosure) which allows non disclosure of transactions with other group companies. 21 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23 GROUP UNDERTAKINGS Premier Computer Group Limited had the following subsidiary undertakings at 31 December 1998:
COMPANY %HELD REGISTERED OFFICE PRINCIPLE ACTIVITY INCORPORATED IN THE REPUBLIC OF IRELAND Premier Information Systems 100% (a) Modification, sale and Ltd. support of computer systems and software Premier Software Ltd. 100% (a) Manufacture and sale of software Progress Systems Ltd. 100% (a) Manufacture, sale and support of computer systems and software Premier Services Ltd. 100% (a) Dormant Premier Distribution Ltd. 100% (a) Dormant COMPANY % HELD REGISTERED OFFICE PRINCIPLE ACTIVITY INCORPORATED IN THE UNITED KINGDOM Ravplot Ltd 100% (b) Investment holding company Techsonix Ltd 100% (b) Supply of computer based cost and management information systems, together with associated training and support services to the construction industry
(a) 13/16 Dame Street, Dublin 2, Ireland (b) 5 Ashted Lock, Dartmouth Middleway, Birmingham, B7 4AZ 22 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24 CAPITAL COMMITMENTS. The company does not have any capital commitments at 31 December 1998. 25. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
1998 1997 IRL IRL Operating (loss)/profit (523,569) 133,346 Depreciation 144,608 99,691 Amortisation of intangible assets 83,019 59,794 Provision for loss on investment 149,585 - Profit on sale of asset 3,656 - Translation adjustment (11,827) - Decrease/(increase) in stocks 161,992 (29,218) (Increase)/decrease in debtors (277,805) 29,426 Increase in creditors 766,418 85,005 ---------- ---------- Net cash inflow/(outflow) from operating activities 496,077 378,044 ---------- ----------
26. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
1998 1997 IRL IRL Increase/(decrease) in cash in the year 121,154 (47,056) Cash inflow from decrease in debt and lease finance 121,251 40,277 -------- -------- Change in debt resulting from cash flow 242,405 (6,779) Effect of foreign exchange movements (5,860) New finance leases (59,702) (59,156) -------- -------- Movement in net debt in the year 182,703 (71,795) Net debt at 1 January 1998 (67,063) 93,053 -------- -------- Net debt at 31 December 1998 115,640 21,258 -------- --------
23 PREMIER COMPUTER GROUP LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27 ANALYSIS OF NET DEBT
1/1/98 CASH FLOW OTHER NON-CASH 31/12/98 IRL IRL CHANGES IRL IRL Cash at bank 208,751 68,763 - 277,514 Bank overdrafts (95,129) 52,391 - (42,738) Finance lease (92,394) 32,960 (59,702) (119,136) Loans (88,291) 88,291 - - -------- ------- -------- -------- (67,063) 242,405 (59,702) 115,640 -------- ------- -------- --------
28 APPROVAL OF FINANCIAL STATEMENTS The financial statements were approved by the board on 1 May 1999. 24 EXHIBITS EXHIBIT NO. DESCRIPTION 2.1 Certificate of Amendment of Articles of Incorporation of Birds Eye, Inc. Dated August 7, 1998 2.2 Certificate of Amendment of Articles of Incorporation of Culver City Studio Records, Inc. Dated December 8, 1997 2.3 Articles of Incorporation of Culver City Studio Records, Inc. Dated July 27, 1977 2.4 By-Laws of Culver City Studio Records, Inc. 6.1 Share Exchange Agreement Between Jeremy S. Hall, The Wyse Group PLC and Integrity Holdings, Ltd. 6.2 David Meyrick Billinge, Deirdre Jennifer Swingler, John David Swingler and Integrity Holdings Limited Share Sale Agreement Dated October 1, 1998 6.3 Business Data Systems Limited - and - information support limited - and -ISL Software Solutions Limited Business Exchange Agreement Dated December 2, 1998 6.4 Premier Computer Group Limited -and- Integrity Holdings Limited Share Sale and Purchase Agreement 6.5 Axon Veterinary Limited Progress Systems Limited Information Support Limited Business Sale & Purchase 26th March 1999 6.6 Sample of Integrity Holdings Ltd. Common Stock Option Agreement 6.7 Statement of Particulars of Employment Under Section 1 of the Employment Rights Act 1996 for Paul Carroll 27 Financial Data Schedule EX-2.1 2 EXHIBIT 2.1 EXHIBIT 2.1 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF BIRDS EYE, INC. DATED AUGUST 7, 1998 3357CD - ------ FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA AUG 07 1998 C3272-77 - -------- [ILLEGIBLE] HELLER, SECRETARY OF STATE CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF BIRDS EYE, INC. We, the undersigned President and Secretary of BIRDS EYE, INC. do hereby certify as follows: 1. That the Board of Directors of said corporation at a meeting duly convened, held on July 13, 1998, adopted a resolution to amend the Certificate of Amendment of Articles of Incorporation filed on December 8, 1997 as follows: ARTICLE FIRST is hereby amended as follows: NAME ---- The name of the corporation is INTEGRITY HOLDINGS, LTD. 2. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 594,450, that said amendment has been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon at a stockholders meeting held on July 29, 1998. /s/ Michael Foley ----------------------------------- MICHAEL FOLEY President /s/ Paul C. Carroll ----------------------------------- PAUL C. CARROLL Secretary PAGE 1 of 2 REPUBLIC OF IRELAND ) )ss. COUNTY OF DUBLIN ) On August 4th, 1998, personally appeared before me, a Notary Public, MICHAEL FOLEY, known to me to be the person whose name is subscribed to the foregoing Certificate of Amendment of Articles of Incorporation and acknowledged that he executed the same. /s/ Roger P. Ballagh ----------------------------------- Notary Public (Notary Stamp or Seal) ------------------------ ROGER P. BALLAGH NOTARY PUBLIC FOR CITY AND COUNTY [LOGO] OF DUBLIN COMMISSIONED FOR LIFE 20 NORTHUMBERLAND ROAD, REPUBLIC OF IRELAND ) DUBLIN 4. )ss. ------------------------ COUNTY OF DUBLIN ) On August 4, 1998, personally appeared before me, a Notary Public, PAUL C. CARROLL, known to me to be the person whose name is subscribed to the foregoing Certificate of Amendment of Articles of Incorporation and acknowledged that he executed the same. /s/ W. David Walley ----------------------------------- Notary Public W. DAVID WALLEY (Notary Stamp or Seal) AMIENS STREET DUBLIN 1, IRELAND. NOTARY PUBLIC COMMISSIONED FOR LIFE PAGE 2 of 2 FOR THE COUNTY & CITY OF DUBLIN EX-2.2 3 EXHIBIT 2.2 EXHIBIT 2.2 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CULVER CITY STUDIO RECORDS, INC. DATED DECEMBER 8, 1997 FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA 11/05/1997 275.00 REC'D BY KR CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CULVER CITY STUDIO RECORDS, INC. We the undersigned, Noal Allred, President and Penny Allred, Secretary of Culver City Studio Records, Inc., do hereby certify: That the Board of Directors of said corporation at a meeting duly convened, held on the 25th day of August, 1997 adopted a resolution to amend the original articles as follows: ARTICLE I WHICH PRESENTLY READS AS FOLLOWS: ARTICLE FIRST NAME The name of the corporation is: Culver City Studio Records, Inc. IS HEREBY AMENDED TO READ AS FOLLOWS: The name of the corporation is: Birds Eye, Inc. ARTICLE IV WHICH PRESENTLY READS AS FOLLOWS: ARTICLE FOURTH DIRECTORS The number of directors of the corporation is three until changed by an amendment of these Articles of Incorporation or a by-law duly adopted by the shareholders of the corporation. IS HEREBY AMENDED TO READ AS FOLLOWS: ARTICLE FOURTH DIRECTORS The Directors are hereby granted the authority to do any act on behalf of the Corporation as may be allowed by law. Any action taken in good faith, shall be deemed appropriate and in each instance where the Business Corporation Act provides that the Directors may act in certain instances where the Articles of Incorporation so authorize, such action by the Directors, shall be deemed to exist in these Articles and the authority granted by said Act shall be imputed hereto without the same specifically having been enumerated herein. The Board of Directors may consist of from one (1) to nine (9) directors, as determined, from time to time, by the then existing Board of Directors. State of Utah County of Salt Lake On ________________, personally appeared before me, a Notary Public, Noal Allred and Penny Allred who acknowledged that they executed the above instrument. Denise M. Williams ------------------ Notary Public [SEAL] EX-2.3 4 EXHIBIT 2.3 EXHIBIT 2.3 ARTICLES OF INCORPORATION OF CULVER CITY STUDIO RECORDS, INC. DATED JULY 27, 1977 [STAMP] ARTICLES OF INCORPORATION OF CULVER CITY STUDIO RECORDS, INC. For the purpose of forming this corporation under the laws of the State of Nevada, the undersigned incorporators hereby state: ARTICLE FIRST NAME The name of the corporation is: Culver City Studio Records, Inc. ARTICLE SECOND PURPOSES AND DURATION The purposes for which the corporation is formed are: (a) To engage in any lawful business activity from time to time authorized or approved by the board of directors of this corporation; (b) To act as principal, agent, partner or joint venturer or in any other legal capacity in any transaction; (c) To do business anywhere in the world; and (d) To have and exercise all rights and powers from time to time granted to a corporation by law. The above purpose clauses shall not be limited by reference to or inference from one another, but each purpose clause shall be construed as a separate statement conferring independent purposes and powers upon the corporation. The duration of this corporation shall be perpetual. ARTICLE THIRD LOCATION The county in the State of Nevada where the principal office for the transaction of the business of the corporation is located is the County of Clark, and the address of the principal office is: 3890 S. Swenson, Suite 100, Las Vegas, Nevada, 89109. ARTICLE FOURTH DIRECTORS The number of directors of the corporation is three until changed by an amendment of these Articles of Incorporation or a by-law duly adopted by the shareholders of the corporation. ARTICLE FIFTH NAMES OF FIRST DIRECTORS AND INCORPORATORS The names and addresses of the persons who are appointed to act as first directors of the corporation, who are also the incorporators, are: Joseph R. Laird, Jr. 3890 S. Swenson, Suite 100 Las Vegas, Nevada 89109 Kenneth J. Fisher 3890 S. Swenson, Suite 100 Las Vegas, Nevada 89109 Winsor Thomas Savery 3890 S. Swenson, Suite 100 Las Vegas, Nevada 89109 -2- ARTICLE SIXTH STOCK The corporation is authorized to issue only one class of stock, which shall be designated Capital Stock. The total number of shares of Capital Stock that the corporation is authorized to issue is 100,000 shares. The aggregate par value of all of said shares is $25,000, and the par value of each such share is $0.25. IN WITNESS WHEREOF, the undersigned incorporators, who are also the first directors of the corporation, have executed these Articles of Incorporation on July 5, 1977. /s/ Joseph R. Laird, Jr. ------------------------ Joseph R. Laird, Jr. /s/ Kenneth J. Fisher ------------------------ Kenneth J. Fisher /s/ Winsor Thomas Savery ------------------------ Winsor Thomas Savery -3- STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) On this 5th day of July, 1977, before me, the undersigned, a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared Joseph R. Laird, Jr., Kenneth J. Fisher, and Winsor T. Savery, known to me to be the persons whose names are subscribed to the within Articles of Incorporation, and acknowledged to me that they executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. [SEAL] /s/ K. Edward Smith ------------------------- Notary Public EX-2.4 5 EXHIBIT 2.4 EXHIBIT 2.4 BY-LAWS OF CULVER CITY STUDIO RECORDS, INC. BY-LAWS OF CULVER CITY STUDIO RECORDS, INC ARTICLE I - OFFICES The principal office of the corporation in the State of NEVADA shall be located at 2341 E. 6710 S. of Salt Lake City, Utah County of Salt Lake. The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from time to time require. ARTICLE II - STOCKHOLDERS 1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the 1st week of July In each year, beginning with the year 1978 at the hour 10:00 o'clock A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on the next succeeding business day. 2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the directors, and shall be called by the president at the request of the holders of not less than 45 percent of all the outstanding shares of the corporation entitled to vote at the meeting. 3. PLACE OF MEETING. The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation. BY-LAWS 1 4. NOTICE OF MEETING. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 45 days before the date of the meeting, either personally or be mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 5 days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least 3 days immediately preceding such meeting. In lieu of closing the stock transfer books, the directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 5 days and, in case of a meeting of stockholders, not less than 3 days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. BY-LAWS 2 6. VOTING LISTS. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least 3 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of 5 days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders. 7. QUORUM. At any meeting of stockholders 80% of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than said number of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. 9. VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by BY-LAWS 3 proxy, for each share of stock entitled to vote held by such stockholders, Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot, All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this State. 10. ORDER OF BUSINESS. The order of business at all meetings of the stockholders, shall be as follows: 1. Roll call. 2. Proof of notice of meeting or waiver of notice. 3. Reading of minutes of preceding meeting. 4. Reports of Officers. 5. Reports of Committees. 6. Election of Directors. 7. Unfinished Business. 8. New Business. 11. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III - BOARD OF DIRECTORS 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State. BY-LAWS 4 2. NUMBER TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be one to nine (1-9). Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified. 3. REGULAR MEETINGS. A regular meeting of the directors, shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders. The directors may provide by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. 4. SPECIAL MEETINGS. Special meetings of the directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them. 5. NOTICE. Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally, or by telegram or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 6. QUORUM At any meeting of the directors two (2) shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. BY-LAWS 5 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors. 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the stockholders. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. 9. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause by vote of the stockholders or by action of the board. Directors may be removed without cause only by vote of the stockholders. 10. RESIGNATION. A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 11. COMPENSATION. No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment BY-LAWS 6 thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting, Such right to dissent shall not apply to a director who voted in favor of such action. 13. EXECUTIVE AND OTHER COMMITTEES. The board; by resolution, may designate from among its members an executive committee and other committees, each consisting of three or more directors, Each such committee shall serve at the pleasure of the board. ARTICLE IV - OFFICERS 1. NUMBER. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors. 2. ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. 3. REMOVAL. Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term. BY-LAWS 7 5. PRESIDENT. The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time. 6. VICE-PRESIDENT. In the absence of the president or in event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time to time may be assigned to him by the President or by the directors. 7. SECRETARY. The secretary shall keep the minutes of the stockholders' and of the directors, meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors. 8. TREASURER. If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the BY-LAWS 8 corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors. 9. SALARIES. The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. ARTICLE V -- CONTRACTS, LOANS, CHECKS AND DEPOSITS 1. CONTRACTS. The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances. 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of The corporation and in such manner as shall from time to time be determined by resolution of the directors. 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the directors may select. ARTICLE VI -- CERTIFICATES FOR SHARES AND THEIR TRANSFER 1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law and by the BY-LAWS 9 directors, All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholders, The number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the directors may prescribe. 2. TRANSFERS OF SHARES. (a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. (b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this state. BY-LAWS 10 ARTICLE VII - FISCAL YEAR The fiscal year of the corporation shall begin on the 1st day of January in each year. ARTICLE VIII - DIVIDENDS The directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law. ARTICLE IX - SEAL, The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, "Corporate Seal". ARTICLE X - WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XI - AMENDMENTS These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the stockholders representing a majority of all the shares issued and outstanding, at any annual stockholders' meeting or at any special stockholders' meeting when the proposed amendment has been set out in the notice of such meeting. BY-LAWS 11 EX-6.1 6 EXHIBIT 6.1 EXHIBIT 6.1 SHARE EXCHANGE AGREEMENT BETWEEN JEREMY S. HALL, THE WYSE GROUP PLC AND INTEGRITY HOLDINGS, LTD. SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as of July 1, 1998, by and between JEREMY S. HALL (the "SHAREHOLDER"), THE WYSE GROUP PLC, a United Kingdom public limited company ("WGP") and INTEGRITY HOLDINGS, LTD., a Nevada corporation ("IHL" or the "COMPANY"). 1. RECITALS This Agreement is entered into with reference to and in contemplation of the following facts, circumstances and representations: 1. The SHAREHOLDER is the owner of 50,000 shares of the ordinary or common stock of WGP which represent all of the issued and outstanding shares of ordinary or common stock of WGP (the "WGP Shares"). 2. IHL desires to issue a total of 183,375 shares of its common stock (the "IHL Shares") to the SHAREHOLDER in exchange for the WGP Shares. 3. The SHAREHOLDER desires to exchange the WGP Shares for the IHL Shares in accordance with the terms and conditions of this Agreement. 4. WGP desires that this transaction be consummated. 2. EXCHANGE AND ISSUANCE OF SHARES 2.1 EXCHANGE OF IHL SHARES: IHL shall exchange and deliver to the SHAREHOLDER, a total of 183,375 restricted shares of IHL common stock. 2.2 EXCHANGE OF WGP SHARES: At the Closing, the SHAREHOLDER shall exchange and deliver to IHL a total of 50,000 shares of WGP ordinary or common stock which represents one hundred percent (100%) of the issued and outstanding shares of WGP. Page 1 of 11 2.3 NATURE OF IHL SHARES: The SHAREHOLDER shall be issued the IHL Shares which unless otherwise contractually restricted, shall be subject to a one (1) year holding period before the IHL Shares are eligible for sale in the U.S. public market. The sale of the IHL Shares will be further limited by the resale provisions of SEC Rule 144. 2.4 RESTRICTED NATURE OF IHL SHARES: Notwithstanding the one (1) year holding period for the IHL Shares, a SHAREHOLDER who becomes an "affiliate" or "control person" of IHL will be subject to certain limitations with respect to the sale of its IHL Shares. Accordingly, as a result of such a designation, the sale of the IHL Shares will be limited by SEC Rule 144. 2.5 PRIVATE SALE ACKNOWLEDGMENT: The parties acknowledge and agree that the exchange and issuance of the IHL Shares is being undertaken as a private sale pursuant to Section 4 of the Securities Act of 1933, as amended and Nevada Revised Statutes Chapter 78 and 90 and is not being transacted via a broker-dealer and/or in the public market place. 2.6 STATUS OF PRESENT SHARE OWNERSHIP AND CONTEMPLATED SHARE ISSUANCE BY IHL: The parties hereto acknowledge and agree that in addition to the issuance of the 183,375 IHL Shares, that IHL contemplates the issuance of an additional 10,450,000 shares of its common stock pursuant to a SEC Regulation D, Rule 504 Offering (the "Rule 504 Shares"). Accordingly, upon the issuance of the Rule 504 Shares and upon the Closing of the share exchange contemplated by this Agreement, that the following will be the resulting share ownership of IHL:
NAME NO. SHARES % OWNERSHIP ---- ---------- ----------- 1. WGP Shareholder 183,376 1.64% 2. Present Shareholders 594,450 5.29% 3. Rule 504 Shareholders 10,450,000 93.07% ---------- ----- TOTALS 1,227,825 100% ---------- ----- ---------- -----
Page 2 of 11 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The COMPANY represents and warrants to the SHAREHOLDER and WGP as follows: 3.1 ORGANIZATION: IHL is a corporation duly incorporated and validly existing under the laws of the State of Nevada and is in good standing with respect to all of its regulatory filings. 3.2 CAPITALIZATION: The authorized capital of IHL consists of 100,000,000 common shares with a par value $.001 and with the exception of the common shares described in Paragraph 2.6, no common shares will have been validly authorized and issued by the COMPANY prior to the Closing of the contemplated share exchange. 3.3 FINANCIAL STATEMENTS: IHL has furnished to the SHAREHOLDER and WGP audited financial statements for the period ending May 31, 1998. That at the Closing the financial affairs of IHL will be materially the same as represented in the financial statements for the period ending May 31, 1998. 3.4 BOOKS AND RECORDS: All material transactions of IHL have been promptly and properly recorded or filed in or with its books and records and the Minute Book of IHL contains records of all meetings and proceedings of the shareholders and directors thereof. 3.5 LEGAL COMPLIANCE: To the best of its knowledge, IHL is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which IHL is subject or which apply to it or any of its assets. 3.6 TAX RETURNS: All tax returns and reports of IHL required by law to be filed prior to the date hereof have been filed and are substantially true, complete and correct and all taxes and governmental charges have been paid. 3.7 ADVERSE FINANCIAL EVENTS: IHL has not experienced nor is it aware of any occurrence or event which has had or might reasonably be expected to have a material adverse effect on its financial condition. 3.8 DISPUTES, CLAIMS AND INVESTIGATIONS: There are no disputes, claims, actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of IHL threatened against or affecting IHL at Page 3 of 11 law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency. 3.9 EMPLOYEE LIABILITIES: IHL has no known liability to former employees or any liability to any governmental authorities with respect to current or former employees. 3.10 NO CONFLICTS OR AGREEMENT VIOLATIONS: The execution, delivery and performance of this Agreement will not conflict with or be in violation of the articles or by-laws of IHL or of any agreement to which IHL is a party and will not give any person or company a right to terminate or cancel any agreement or right enjoyed by IHL and will not result in the creation or imposition of any lien, encumbrances or restriction of any nature whatsoever in favor of a third party upon or against the assets of IHL. 3.11 VALIDLY ISSUED AND AUTHORIZED SHARES: That the IHL Shares will be validly authorized and issued by the COMPANY, they will be fully paid and non-assessable and that they will be issued in full compliance with all federal and state securities laws. 3.12 RESTRICTIVE LEGEND: That the IHL Shares will have a restrictive legend imposed thereon identifying them as "Restricted Shares" which are subject to the conditions and limitations of SEC Rule 144 with respect to their sale in the U.S. public market place. 3.13 CORPORATE AUTHORITY: The officers or representatives of the COMPANY executing this Agreement represent that they have been authorized to execute this Agreement pursuant to a resolution of the Board of Directors of the COMPANY. 4. REPRESENTATIONS OF SHAREHOLDER AND WGP The SHAREHOLDER and WGP collectively and individually hereby represent and warrant to IHL as follows: 4.1 SHARE OWNERSHIP: That the SHAREHOLDER is the owner, beneficially and of record, of the WGP Shares and said shares are free and clear of all liens, encumbrances, claims, charges and restrictions. Page 4 of 11 4.2 TRANSFERABILITY OF WGP SHARES: That the SHAREHOLDER has full power to transfer the WGP Shares to IHL without obtaining the consent or approval of any other person or governmental authority. 4.3 VALIDLY ISSUED AND AUTHORIZED SHARES: That the WGP Shares are validly authorized and issued, fully paid, and nonassessable, and the WGP Shares have been so issued in full compliance with all securities laws of the United Kingdom. 4.4 ORGANIZATION: WGP is a public limited company duly incorporated and validly existing under the laws of the United Kingdom and is in good standing with respect to all of its regulatory filings. 4.5 CAPITALIZATION: The authorized capital of WGP consists of 50,000 or ordinary common shares with a par value or equivalent of L 1.00 and of which 50,000 ordinary or common shares are issued and outstanding as fully paid and non-assessable shares. 4.6 FINANCIAL STATEMENTS: WGP has furnished to IHL audited financial statements for the period ending June 30, 1998. That at the Closing the financial affairs of WGP will be materially the same as represented in these same financial statements. 4.7 BOOKS AND RECORDS: All material transactions of WGP have been promptly and properly recorded or filed in or with its books and records and the Minute Book of WGP contains records of all meetings and proceeds of the shareholders and directors thereof. 4.8 LEGAL COMPLIANCE: WGP is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which WGP is subject or which apply to it or any of its assets. 4.9 TAX RETURNS: All tax returns and reports of WGP required by law to be filed prior to the date hereof have been filed and are subsequently true, complete and correct and all taxes and governmental charges have been paid. 4.10 ADVERSE FINANCIAL EVENTS: WGP has not experienced nor is it aware of any occurrence or event which has had or might reasonably be expected to have a material adverse effect on its financial condition. Page 5 of 11 4.11 DISPUTES, CLAIMS AND INVESTIGATIONS: There are no disputes, claims, actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of WGP threatened against or affecting WGP at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau or agency. 4.12 EMPLOYEE LIABILITIES: WGP has no liability to former employees or any liability to any government authorities with respect to current or former employees. 4.13 NO CONFLICTS OR AGREEMENT VIOLATIONS: The execution, delivery and performance of this Agreement will not conflict with or be in violation of the Memorandum or Articles of Association of WGP or of any agreement to which WGP is a party and will not give any person or company a right to terminate or cancel any agreement or right enjoyed by WGP and will not result in the creation or imposition of any lien, encumbrances or restriction of any nature whatsoever in favor of a third party upon or against the assets of WGP. 4.14 NO LIENS: That WGP has not received a notice of any assignment, lien, encumbrance, claim or charge against the WGP Shares. 4.15 CORPORATE AUTHORITY: The officers or representatives of WGP executing this Agreement represent that they have been authorized to execute this Agreement pursuant to a resolution of the Boards of Directors of WGP. 5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER ALONE The SHAREHOLDER alone further represents and warrants to IHL as follows with respect to the WGP Shares: 5.1 FINANCIALLY RESPONSIBLE: That he is financially responsible, able to meet his obligations and acknowledges that this investment will be speculative. 5.2 INVESTMENT EXPERIENCE: That he has had experience in the business of investments in one or more of the following: (i) investment experience with securities such as stock and bonds; (ii) ownership of interests in partnerships, new ventures and start-up companies; (iii) Page 6 of 11 experience in business and financial dealings; and that he can protect his own interests in an investment of this nature and they do not have an "Investor Representative", as that term is defined in Regulation D of the Securities Act of 1933 and do not need such an Investor Representative. 5.3 INVESTMENT RISK: That he is capable of bearing the high degree of economic risks and burdens of this investment, including but not limited to the possibility of complete loss of all its investment capital and the lack of a liquid market, such that he may not be able to liquidate readily the investment whenever desired or at the then current asking price. 5.4 ACCESS TO INFORMATION: That he has had access to the information regarding the financial condition of the COMPANY and he was able to request copies of such information, ask questions of and receive answers from the COMPANY regarding such information and any other information he desires concerning the IHL Shares, and all such questions have been answered to his full satisfaction. 5.5 PRIVATE TRANSACTION: That at no time was he presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising. 5.6 INVESTMENT INTENT: The IHL Shares are not being purchased with a view to or for the resale or distribution thereof and he has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. 5.7 DUE DILIGENCE: That the SHAREHOLDER shall have completed a due diligence review of the affairs of IHL and is satisfied with the results of that review. 6. CLOSING, ESCROW HOLDER AND CONDITIONS TO CLOSING 6.1 EXCHANGE CLOSING: The closing of the share exchange as contemplated by this Agreement (the "Closing") shall take place in San Diego, California, at such time and place as may be agreed among by the parties, but in no event later than August 14, 1998, unless otherwise extended in writing by the parties. Page 7 of 11 6.2 APPOINTMENT OF ESCROW HOLDER: The parties hereby appoint CARMINE J. BUA, III, ESQ, of San Diego, California as the Escrow Holder pursuant to this Agreement. 6.3 OPINION OF COUNSEL FOR IHL: The SHAREHOLDER and WGP shall have received an opinion from the legal counsel for IHL, in form and substance reasonably satisfactory to the SHAREHOLDER and WGP, to the effect that: 1. IHL is a corporation duly organized and legally existing under the laws of the State of Nevada and is in good standing with respect to all of its regulatory filings, and 2. This Agreement when duly executed and delivered by IHL, constitutes a legal, valid and binding obligation of IHL enforceable against it in accordance with its terms, and 3. The IHL Shares delivered pursuant to the Agreement have been validly issued are fully paid and non-assessable, and 4. The IHL Shares have been legally and validly issued and are in compliance with all federal and state securities laws including but not limited to Section 4 of the Securities Act of 1933, as amended, and Nevada Revised Statutes Chapters 78 and 90. 6.4 OPINION OF COUNSEL FOR SHAREHOLDER AND WGP: IHL shall have received an opinion from the legal counsel for the SHAREHOLDER and WGP, in form and substance reasonably satisfactory to IHL, to the effect that: 1. WGP is a public limited company duly organized and legally existing under the laws of the United Kingdom and is in good standing with respect to all of its regulatory filings, and Page 8 of 11 2. The WGP Shares delivered pursuant to this Agreement have been validly issued, fully paid, non-assessable, and have been originally issued in full compliance with all federal and state securities laws. 3. The SHAREHOLDER has the full power to transfer the WGP Shares to IHL without obtaining the consent or approval of any other person or governmental agency. 4. That IHL is legally capable of owning and is permitted to own a controlling interest in WGP under the applicable laws of the United Kingdom. 6.5 ESCROW CONDITIONS AND CLOSING: Prior to the Closing the following will be required: 1. DELIVERY OF WGP SHARES: The SHAREHOLDER shall deliver to the Escrow Holder the certificate or certificates representing the 50,000 WGP Shares registered in the name of IHL, duly endorsed for transfer accompanied by a duly executed assignment of the WGP Shares to IHL. 2. DELIVERY OF IHL SHARES: IHL shall deliver to the Escrow Holder a total of 183,375 of the Shares registered in the names of the SHAREHOLDER. 3. LEGAL OPINION AND DOCUMENTS: Both parties shall deliver to the Escrow Holder such legal opinions and other documents as are required by the terms and conditions of the Agreement. 4. REQUISITE CORPORATE RESOLUTIONS: Each party shall deliver to the Escrow Holder certified copies of resolutions from their Page 9 of 11 respective Boards of Directors authorizing the subject transaction. 6.6 CLOSE OF TRANSACTION: The subject transaction shall "close" upon the satisfaction of the above conditions. 7. COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES 7.1 COOPERATION OF PARTIES: The parties further agree that they will do all things necessary to accomplish and facilitate the purpose of this Agreement and that they will sign and execute any and all documents necessary to bring about and perfect the purposes of this Agreement. 7.2 ARBITRATION: The parties hereby submit all controversies, claims and matters of difference arising out of this Agreement to arbitration in New York, New York according to the rules and practices of the American Arbitration Association from time to time in force. This submission and agreement to arbitrate shall be specifically enforceable. The Agreement shall further be governed by the laws of the State of Nevada. 7.3 INTERPRETATION OF AGREEMENT: The parties agree that should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing such provisions or any part of or the entire Agreement in favor of or against any party herein, but rather by construing the terms of this Agreement fairly and reasonably in accordance with their generally accepted meaning. 7.4 MODIFICATION OF AGREEMENT: This Agreement may be amended or modified in any way at any time by an instrument in writing stating the manner in which it is amended or modified and signed by each of the parties hereto. Any such writing amending or modifying this Agreement shall be attached to and kept with this Agreement. 7.5 ATTORNEY FEES: If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of the Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. Page 10 of 11 7.6 ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement and understanding of the parties hereto with respect to the matters herein set forth, and all prior negotiations, writings and understandings relating to the subject matter of this Agreement are merged herein and are superseded and canceled by this Agreement. 7.7 COUNTERPARTS: This Agreement may be signed in one or more counterparts. 7.8 FACSIMILE TRANSMISSION SIGNATURES: A signature received pursuant to a facsimile transmission shall be sufficient to bind a party to this Agreement. SHAREHOLDER DATED: August 4, 1998 /s/ Jeremy S. Hall -------------------------- JEREMY S. HALL THE WYSE GROUP PLC DATED: August 4, 1998 BY: /s/ Jeremy S. Hall -------------------------- JEREMY S. HALL Managing Director INTEGRITY HOLDINGS, LTD. DATED: August , 1998 BY: -------------------------- MICHAEL FOLEY President Page 11 of 11 EX-6.2 7 EXHIBIT 6.2 EXHIBIT 6.2 DAVID MEYRICK BILLINGE, DEIRDRE JENNIFER SWINGLER, JOHN DAVID SWINGLER AND INTEGRITY HOLDINGS LIMITED SHARE SALE AGREEMENT DATED OCTOBER 1, 1998 DATED 1st October 1998 - ----------------------------------------------------------------------------- DAVID MEYRICK BILLINGE DEIRDRE JENNIFER SWINGLER JOHN DAVID SWINGLER - AND - INTEGRITY HOLDINGS LIMITED ---------------------------------------------------------- SHARE SALE AGREEMENT ---------------------------------------------------------- BEALE AND COMPANY GARRICK HOUSE 27-32 KING STREET COVENT GARDEN LONDON WC2E 8JD Tel: 0171 240 3474 Fax: 0171 240 9111 DX: 51632 COVENT GARDEN e-mail beale@dial.pipex.com REF: MJA/VHT/152.2 SEPTEMBER 1998 SHARE SALE AGREEMENT DATE: 1st October 1998 PARTIES: 1. "The Vendors" Those persons whose names and addresses are set out in column 1 of Schedule 1 2. "The Purchaser" Integrity Holdings Limited a company registered in Nevada, USA whose registered office as at Suite 333, 3838 Camino Del Rio North, San Diego, California 92108-1789. OPERATIVE PROVISIONS: 1. INTERPRETATION 1.1. In this agreement, including the Schedules, other than Schedule 4: 1.1.1 the following words and expressions have the following meanings, unless they are inconsistent with the context: "Agreed Form" means the form agreed between the parties on or prior to the date of this agreement and initialled for the purpose of identification by their respective solicitors "CA" means Companies Act 1985 "CAA" means Capital Allowances Act 1990 "Companies Acts" means CA and the former Companies Acts (within the meaning of CA s 735(1)) and the Companies Act 1989 "Company" means Saracen Computer Systems Limited "Company's Auditors" means Moore Stephens, Birmingham "Completion" means completion of the purchase of the Shares in accordance with clause 4 "Completion Account" means the audited consolidated balance sheet of the Group Companies at the date of Completion and their audited consolidated profit and loss account for the period from the Last Accounts Date to the Effective Time "Computer Software" means that computer software written by the Company as listed in Schedule [7E] together with the following relating to such software (a) all copies of the source code (b) the programmer's notes as to the design of the code and the steps taken to supplement functions of the programs (c) logic manuals and flow charts and user manuals and (d) original specification and design objectives "Customer List" means the record of names and contact details of all current customers of the Business as the same is set out in Schedule [9] all prior customers of the Business or any part thereof of which the Company has records and whether stored electronically or in documentary or other form and including such software access or pass codes as are required to enable such information to be read and utilised "Deed of Indemnity for Taxation" means a deed in the form set out in Schedule 4 "Disclosure Letter" means the disclosure letter of the same date as this agreement from the Vendors to the Purchaser "Effective Time" means the close of business on 31st July 1998 "Employees" means the persons who at the Effective Time are employed by the Company as the same are set out in Schedule 7. "FA" means Finance Act "FRS" means a financial reporting standard issued by The Accounting Standards Board Limited or an SSAP "Group Companies" means the Company and its subsidiaries for the time being "ICTA" means Income and Corporation Taxes Act 1988 "Information" means all information owned by the Vendors and the Company or in the Vendors or the Company's possession and reasonably required for the operation of the Business including information relating to the supply of work and materials to the Company, to the marketing of any products or services supplied by the Company including (to the extent they exist) the Customer List, sales targets, sales statistics, marketing surveys and reports, marketing research, all training manuals and other materials relating to training of Customers or Employees on computer software products, any advertising or other promotional materials and all records and the database relating to modifications to software carried out for customers of the Company "Intellectual Property Rights" means all intellectual property rights of the Company including the service marks, trade marks, registered designs and copyrights in any part of the world whether registered or unregistered and including all applications and rights to register the same and the copyright in all drawings, plans, specifications, designs and computer software owned by the Company and used in or for the purpose of the Company's business and all know-how and confidential information so owned and used "ITA" means Inheritance Tax Act 1984 "Last Accounts Date" means 31st October 1997 (being the date to which the Principal Accounts have been prepared) "Planning Acts" means as defined in the Town and Country Planning Act 1990 s336 "Prepayments" means the sums paid by customers against invoices issued prior to the 1st September 1998 by the Company for maintenance, training or software support services for any period or periods extending or commencing after the 1st September 1998 as the same are set out in Schedule [8] the total received and the apportioned value of the Prepayment relating to each contract "Principal Accounts" means the audited balance sheet as at the Last Accounts Date and audited profit and loss account for the year ended on the Last Accounts Date of the Company "Purchaser's Solicitors" means Beale and Company of Garrick House, 27-32 King Street, Covent Garden, London WC2E 8JD (telephone number 0171 240 3474 ref: MJA) "Shares" means the shares set out in Schedule I comprising the whole of the issued and allotted share capital of the Company "Subsidiary" means a subsidiary as defined in the Companies Act 1985 s736 of the Company "Taxation" means all forms of taxation duties imports and levies whatsoever and whenever imposed and whether of the United Kingdom or elsewhere and without prejudice to the generality of that expression includes corporation tax and such other taxes as appear under the definition of "Taxation" in the Deed of Indemnity for Taxation in Schedule 4 "TCGA" means Taxation of Chargeable Gains Act 1992 "TMA" means Taxes Management Act 1970 "VATA" means Value Added Tax Act 1994 "Vendor" means the person whose names and address is set out in column 1 of Schedule 1 "Vendors' Solicitors" means Messrs Daniels of County Chambers, 6 Chestergate, Macclesfield, Cheshire SK1 18B (ref: TRL) "Warranties" means the warranties and undertakings of the Vendor contained in clause 5 and Schedule 3 "Warranty Claim" means any claim made by the Purchaser for breach of any of the Warranties or any claim made by the Company under the Deed of Indemnity for Taxation or the Deed of Indemnity for Liabilities 1.1.2 all references to statutory provisions shall be construed as including references to: (a) any statutory modification, consolidation or re-enanctment; (b) all statutory instruments or orders made pursuant to it; (c) any statutory provisions of which it is a modification, consolidation or re-enactment; 1.1.3 any reference to the Vendors includes, where appropriate, their respective personal representatives; 1.1.4 a reference to an SSAP is a reference to a Statement of Standard Accounting Practice adopted by the Accounting Standards Board Limited; 1.1.5 except where the context otherwise requires, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include firms and corporations and vice versa; 1.1.6 unless otherwise stated, a reference to a clause, sub-clause or Schedule is a reference to a clause or a sub-clause of, or a Schedule to, this agreement; 1.2 Clause headings are for ease of reference only and do not affect the construction of this agreement. 2. AGREEMENT FOR SALE 2.1 Subject to the terms and conditions of this agreement, the Vendors shall sell with full guarantee and the Purchaser shall purchase the Shares free from all liens, charges and encumbrances and with all rights attaching to them, with effect from the Effective Time. 2.2 The Vendors hereby waive any pre-emption rights they may have in relation to any of the Shares under the articles of association of the Company or otherwise. 3. PURCHASE CONSIDERATION 3.1 The purchase consideration for the Shares shall be L950,000 (nine hundred and fifty thousand pounds sterling. The consideration shall be apportioned between the Vendors pro rata to their respective shareholdings as set out in Schedule I. 3.2 The consideration shall be satisfied on completion as follows:- 3.2.1 L353,000 in cash; 3.2.2 the grant of an option to each of the Vendors to purchase shares in the Purchaser in the form of the Share Option Agreements annexed hereto; 3.2.3 the issue on completion of restricted shares in the Purchaser to a value of L50,000 sterling as at the date of completion 4. COMPLETION 4.1 This agreement is conditional upon: 1. Approval by the Vendors of the Share Options referred to in clause 3.2.2. 2. Approval by the Purchaser of the Disclosure Letter. 3. Agreement between the Purchaser and David Meyrick Billinge of the restraints to be placed on him following the termination of his employment with the Company (howsoever determined) such restraints to be in any event for a period no longer than one year from the date of termination. Completion shall take place on 25th September 1998 or within 24 hours of the last of the conditions being met whichever shall be the earlier. Time shall be of the essence in this regard. 4.2 On Completion the Vendors shall deliver to the Purchaser: 4.2.1 duly completed and signed transfers in favour of the Purchaser or as it may direct in respect of the Shares together with the relevant share certificates; 4.2.2 the Deed of Indemnity for Taxation duly executed by the Vendors and the Company; 4.2.3 The Vendor's executed Deed of Covenant in the form of attached Schedule 8; 4.2.4 the resignations of the directors other than David Meyrick Billinge, Alan Peter Stephens and the secretary from their respective offices in the Company, with a written acknowledgement under seal from each of them in such form as the Purchaser requires that he has no claim against the Company in respect of breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever; 4.2.5 the statutory books of the Company complete and up-to-date and common seals; 4.2.6 written confirmation from the Vendors that there are no subsisting guarantees indemnities or other obligations given by the Company in their favour and they will not be indebted to the Company; or vice versa. 4.3 The Vendors shall repay all monies then owing by them to the Company whether due for payment or not. 4.4 A board meeting of the Company shall be held at which: 4.4.1 such persons as the Purchaser may nominate shall be appointed additional directors: 4.4.2 the transfers referred to in clauses 4.2.1 (as the case may be) shall be approved (subject to stamping); and 4.4.3 the resignations referred to in clauses 4.2.4 shall be submitted and accepted. 4.5 Upon completion of the matters referred to in clauses 4.2 to 4.5 the Purchaser shall deliver to the Vendors' Solicitors a banker's draft for the sum of L353,000 in respect of the purchase consideration referred to in clause 3.2.1 duly executed Share Option Agreements, and undertaking by Purchaser to issue share certificates in respect of L50,000 restricted shares in the Purchaser. 4.6 The Purchaser may in its absolute discretion waive any requirement contained in clauses 4.2 to 4.6, and shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed in accordance with this agreement, but may instead rescind this agreement without prejudice to any other remedy it may have. 5. WARRANTIES AND UNDERTAKINGS BY THE VENDORS 5.1 In consideration for the obligations undertaken under this agreement the Vendors (save and except for Susan Irene Billinge one of the Vendors) warrant to the Purchaser that: 5.1.1 they have and will have full power and authority to enter into and perform this agreement and the Deed of Indemnity for Taxation which constitute or when executed will constitute binding obligations in accordance with their respective terms; 5.1.2 the Shares will at Completion constitute the whole of the issued and allotted share capital of the Company; 5.1.3 there is and at Completion will be no pledge, lien or other encumbrance on, over or affecting the shares and there is and at Completion will be no agreement or arrangement to give or create any such encumbrance and no claim has been or will be made by any person to be entitled to any of the foregoing; 5.1.4 the Vendors own absolutely and will be entitled to transfer or procure the transfer of the full legal and beneficial ownership of the Shares to the Purchaser on the terms of this agreement without the consent of any third party; 5.1.5 the information in Schedule 2 relating to the Company is true and accurate in all respects; 5.1.6 save as fully and fairly disclosed in the Disclosure Letter, the Warranties in Schedule 3 are true and accurate in all respects at the dates of this agreement and will continue to be so up to and including the day of Completion; 5.1.7 the contents of the Disclosure Letter and of all accompanying documents are true and accurate in all material respects and fairly disclose every matter to which they relate; 5.1.8 in the period from the Effective Time to Completion the Company has been run in a proper manner in good faith by the Vendors taking into account the Purchaser's interest directions and instructions and during such period nothing has occurred or been done by the Vendors, or to the Vendors' knowledge, which if not disclosed might reasonably have been expected to affect the Purchaser's decision to enter into this Agreement. 5.2 The Vendors undertake in relation to any Warranty which refers to the knowledge, information or belief of the Vendors, that they have made full enquiry into the subject matter of that Warranty. 5.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no clause contained in this agreement shall govern or limit the extent or application of any other clause. 5.4 The Vendors undertake with the Purchaser that they will promptly disclose in writing to the Purchaser any event or circumstance, which arises or becomes known to it after the date of this agreement and prior to Completion, which is inconsistent with any of the Warranties or the contents of the Disclosure Letter or which might be material to be known by a purchaser for value of the Shares. 5.5 The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion, by any investigation made by it or on its behalf into the affairs of the Company, by its rescinding, or failing to rescind this agreement, or failing to exercise or delaying the exercise of any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 None of the information supplied by the Company or its professional advisers prior to the date of this agreement to the Vendors or their agents, representatives or advisers in connection with the Warranties and the contents of the Disclosure Letter, or otherwise in relation to the business or affairs of the Company, shall be deemed a representation, warranty or guarantee of its accuracy by the Company to the Vendors, and the Vendors waives any claims against the Company which they might otherwise have in respect of it. 5.7 The Vendors shall procure that, except so far as may be necessary to give effect to this agreement, the Company shall not at any time prior to Completion without the prior written consent of the Purchaser: 5.7.1 do, procure or allow anything which may cause, constitute or result in a breach of the Warranties; or 5.7.2 in any way depart from the usual course of business of the Company as regards its nature, scope or manner. 5.8 The Vendors shall procure that prior to Completion the Purchaser, its agents, representatives, accountants and solicitors are given promptly on request all such facilities and information regarding the business, assets, liabilities, contracts and affairs of the Company, and of the documents of title and other evidence of ownership of its assets, as the Purchaser may require. 5.9 The Purchaser shall be entitled to set off against any amount of consideration that remains to be paid under this agreement to the Vendors the amount of the liability of the Vendors in respect of a breach of the warranties or a breach of any other provisions of this agreement. 5.10 If there is a breach of any of the Warranties and; 5.10.1 the value of the Company or any of its assets is less than it would have been at the Effective Time in the absence of the breach; or 5.10.2 the Purchaser incurs a liability which it would not have incurred or which exceeds the liability it would have incurred had matters been as warranted; or 5.10.3 as a result of the breach or of matters not being as warranted the Purchaser suffers loss, costs or expenses or does not receive any benefit, gain or profit which otherwise could reasonably have been expected to accrue; then without affecting the Purchaser's other rights the Vendors shall pay to the Purchaser in cash by way of damages an amount equal to the resulting diminution of value or the liability or excess liability and the loss, costs and expenses so as to put the Purchaser into the position which it would have been in if the Warranties had been true and accurate and had not been breached. 5.11 The Vendors undertake to indemnify the Purchaser against any costs including costs on an indemnity basis, expenses and other liabilities (together with any VAT thereon which is not recoverable by the Purchaser) which the Purchaser may incur either before or after the commencement of any action, in connection with: 5.11.1 the settlement of any claim by the Purchaser that there has been a breach of the Warranties; 5.11.2 any legal proceedings in which the Purchaser claims that there has been a breach of the Warranties and in which judgment is given in favour of the Purchaser; or 5.11.3 the enforcement of any such settlement, compromise or judgment. 5.12 Notwithstanding any other provisions of this Agreement the liability of the Vendors hereunder shall be limited in accordance with the provisions of Schedule 5 and the provisions of such Schedule shall have effect. 6. PENSIONS 6.1 In the event that any surplus monies arise to the Company from the following schemes namely:-- Saracen Computer Systems Pension SSAS or Saracen Computer Systems Executive Pension Schemes Policy Numbers H338130/1 and/2 then the Purchaser shall procure that such monies shall forthwith be paid by the Company to JD & DJ Swingler or their respective estates as the case may be. 7. RESTRICTIVE AGREEMENT 7.1 For the purpose of assuring to the Purchaser the full benefit of the businesses and goodwill of the Company, J.D. Swingler and D.J. Swingler have agreed to execute covenants in the form of Schedule 6. 8. TAX MATTERS 8.1 The Vendors agree to approve and to file the statutory accounts for the period ending 31/10/1997 and to submit the Tax Return and tax computations and make any tax payment due to the Inland Revenue for the financial period ending 31/10/1997 before Completion and shall disclose copies thereof and all correspondence with Inland Revenue in respect thereto. 9. GENERAL 9.1 Any written announcement will, if the Vendors so require, be sent to customers of the Company shortly after Completion. Other and subsequent announcements may be made by the Company or the Purchaser provided these follow the principles of and do not contradict the agreed announcement. 9.2 If this agreement ceases to have effect the Purchaser will release and return to the Company all documents concerning it provided to the Purchaser or its advisers in connection with this agreement and will not use or make available to any other person any information which it or its advisers have been given in respect of the Company and which is not in the public domain. 9.3 All expenses incurred by or on behalf of the parties, including all fees of agents, representatives, solicitors, accountants and actuaries employed by any of them in connection with the negotiation, preparation or execution of this agreement shall be borne solely by the party who incurred the liability and the Company shall have no liability in respect of them. 10. COMMUNICATIONS 10.1 All communications between the parties with respect to this agreement shall be delivered by hand or sent by first-class post to the address of the addressee as set out in this agreement, or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this clause, or sent by facsimile transmission (with confirmation by letter posted first-class within 24 hours). 10.2 Communications shall be deemed to have been received: 10.2.1 if sent by first-class post: 3 business days after posting exclusive of the day of posting; 10.2.2 if delivered by hand: on the day of delivery; 10.2.3 if sent by facsimile transmission: at the time of transmission. 10.3 Communications addressed to the Purchaser shall be marked for the attention of Mr. Paul Carroll with copies to the Purchaser's Solicitors. 10.4 In proving service: 10.4.1 by delivery by hand: it shall be necessary only to produce a receipt for the communication signed by or on behalf of the addressee; 10.4.2 by post: it shall be necessary only to prove that the communication, or letter of confirmation, was contained in an envelope which was duly addressed posted in accordance with this clause: 10.4.3 by facsimile transmission: it shall be necessary only to prove that the facsimile message was properly addressed transmitted and confirmation received from the recipient's fax machine or operator as the case may be. 11. ENTIRE AGREEMENT AND SCHEDULES 11.1 This agreement and the Schedules constitute the entire agreement and understanding between the parties with respect to all matters which are referred to. 11.2 The Schedules form part of this agreement. 11.3 This agreement binds each party's successors and assigns. 11.4 None of the rights or obligations under this agreement may be assigned or transferred without the prior written consent of all the parties. 12. INVALIDITY 12.1 If any term or provision in this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this agreement and the remainder of the agreement shall not be affected. 13. FURTHER ASSURANCE 13.1 The Vendors shall as its own cost (other than disbursements which shall be at the Purchaser's costs) execute all such documents or do or procure the doing of such acts and things after Completion as the Purchaser shall reasonably require in order to give effect to this agreement and give to the Purchaser the full benefit thereof. IN WITNESS whereof the parties have by their authorised representatives duly signed this agreement the day and year first before written [PAGE 12] SCHEDULE 1 VENDOR'S HOLDINGS VENDORS' NAME AND ADDRESS
NUMBER AND CASH OPTIONS VALUE DENOMINATION CONSIDERATION SHARES OF SHARES 1. David Meyrick 250 at L1 17,650 7,612 2500 Billinge 21 Moisty Lane Marchington Uttoxeter Staffordshire ST 14 8JY 2. Susan Irene Billinge 250 at L1 17,650 7,612 2500 21 Moisty Lane as aforesaid 3. Deirdre Jennifer Swingler 2250 at L1 158,850 68,512 22500 Woodroffe Cliff Cottage Marchington Woodlands Uttoxeter Staffordshire ST14 8PS 4. John David Swingler 2250 at L1 158,850 68,512 22500 (as above) ---- 5000
[PAGE 13] SCHEDULE 2 THE COMPANY Company Name: Saracen Computer Systems Limited Company Number: 1930247 Date of Incorporation: 12/7/1985 Share Capital: authorised: L100,000 issued: L5000 Registered Office: St. Mary's House, Church Street, Uttoxeter, Staffordshire ST14 8AG Directors: David M Billinge Deirdre J Swingler John D Swingler Alan P Stephens Secretary: Deirdre J Swingler [PAGE 14] SCHEDULE 3 WARRANTIES 1. Accounts 1.1 The Principal Accounts 1.1 The Principal Accounts were prepared in accordance with the historical cost convention; and the bases and policies of accounting adopted for the purpose of preparing the Principal Accounts are the same as those adopted in preparing the audited accounts of the Company in respect of the two last preceding accounting periods; 1.1.2 The Principal Accounts: (a) give a true and fair view of the assets and liabilities of the Company at the Last Accounts Date and its profits for the financial period ended on that date; (b) properly reflect the financial position of the Company as at their date; and (c) fully disclose all the assets and liabilities of the Company as at their date. 1.2 VALUATION OF STOCK-IN-TRADE AND WORK IN PROGRESS 1.2.1 In the Principal Accounts work in progress of the Company has been treated in accordance with SSAP9. 1.3 DEPRECIATION OF FIXED ASSETS 1.3.1 In the Principal Accounts the fixed assets of the Company have been depreciated in accordance with SSAP 12. 1.4 DEFERRED TAXATION 1.4.1 Where provision for deferred taxation is not made in the Principal Accounts, full details of the amounts of such deferred taxation have been disclosed in the Disclosure Letter. 1.5 ACCOUNTING REFERENCE DATE 1.5.1 The accounting reference date of the Company for the purposes of CA s 224 is [ILLEGIBLE] and there has not at any time been any other such date. [PAGE 17] 1.6 BOOK DEBTS 1.6.1 The vendors are not aware that any of the amounts due from debtors as at Completion (less the amount of any relevant provision or reserve, determined on the same basis as that applied in the Principal Accounts and disclosed in the Disclosure Letter) will be recoverable in full in the ordinary course of business and none of those debts is subject to any counter-claim or set off, except to the extent of any such provision or reserve. 1.7 BOOKS AND RECORDS 1.7.1 All the accounts, books, ledgers, financial and other records, of whatsoever kind, of the Company: (a) are in its possession; (b) have been fully properly and accurately kept and completed; (c) do not contain any material inaccuracies or discrepencies of any kind; (d) show a true and fair view of it trading transactions and its financial, contractual and trading position. 2. CORPORATE MATTERS 2.1 DIRECTORS AND SHADOW DIRECTORS 2.1.1 The only directors of the Company are the persons whose names are listed in relation to the Company in Schedule 2. 2.1.2 No person is a shadow director (within the meaning of CA s 741) of the Company but is not treated as one of its directors for all the purposes of that Act. 2.2 SUBSIDIARIES, ASSOCIATIONS AND BRANCHES 2.2.1 The Company: (a) is not the holder or beneficial owner of nor has it agreed to acquire any share or loan capital of any company (whether incorporated in the United Kingdom or elsewhere); (b) does not have outside the United Kingdom any branch, agency or place of business, or any permanent establishment (as that expression is defined in the relevant double taxation relief order current at the date of this agreement). 2.3 OPTIONS OVER THE COMPANY'S CAPITAL 2.3.1 Except as required by this agreement, there are no agreements or arrangements in force which provide for the present or future issue, allotment or transfer of or grant to any person the right (whether conditional or otherwise) to call for the issue, allotment or transfer of any share or loan capital of the Company (including any option or right of pre-emption or conversion). 2.4 NEW ISSUES OF CAPITAL 2.4.1 No share or loan capital has been issued or allotted, or agreed to be issued or allotted, by the Company since the Last Accounts Date. 2.5 COMMISSIONS 2.5.1 No one is entitled to receive from the Company any finder's fees, brokerage or other commission in connection with the sale and purchase of the Shares under this agreement. 2.6 MEMORANDA AND ARTICLES OF ASSOCIATION, STATUTORY BOOKS AND RESOLUTIONS 2.6.1 The copy of the memorandum and articles of association for the Company attached to the Disclosure Letter is accurate and complete in all respects and has embodied in it or annexed to it a copy of every such resolution as is referred to in CA s 380. 2.6.2 The register of members and other statutory books of the Company have been properly kept and contain an accurate and complete record of the matters with which they should deal. 2.6.3 No notice or allegation that any of the foregoing is incorrect or should be rectified has been received. 2.6.4 Since the Last Accounts Date no alteration has been made to the memorandum or articles of association of the Company and no resolution of any kind of the shareholders of the Company has been passed (other than resolutions relating to business at annual general meetings which was not special business) and, pending Completion, no resolution shall be passed without the prior written consent of the Purchaser. 2.7 DOCUMENTS FILED 2.7.1 All returns, particulars, resolutions and documents required by the Companies Act or any other legislation to be filed with the Registrar of Companies, or any other authority, in respect of the Company have been duly filed and were correct; and due compliance has been made with all the provisions of the Companies Acts and other legal requirements in connection with the formation of the Company, the allotment or issue of shares, debentures and other securities, the payment of dividends and the conduct of its business. 2.7.2 All charges in favour of the Company have (if appropriate) been registered in accordance with the provisions of Ca ss 395, 409, 410 and 424. 2.8 POSSESSION OF DOCUMENTS 2.8.1 All title deeds relating to the assets of the Company, and an executed copy of all agreements to which the Company is a party, and the original copies of all other documents which are owned by or which ought to be in the possession of the Company are in its possession. 2.9 INVESTIGATIONS 2.9.1 There are not pending, or in existence, any investigations or enquiries by, or on behalf of, any governmental or other body in respect of the affairs of the Company. 2.10 INFORMATION DISCLOSED TO PURCHASER CORRECT 2.10.1 All information given by any of the Vendors, the Vendors' Solicitors to the Purchaser, the Purchaser's Solicitors or the Purchaser's accountants relating to the business, activities, affairs, or assets or liabilities of the Company was, when given, and is now accurate and comprehensive in all respects. 2.10.2 There are no material facts or circumstances, in relation to the assets, business or financial condition of the Company, which have not been fully and fairly disclosed in writing to the Purchaser or the Purchaser's Solicitors, and which, if disclosed, might reasonably have been expected to affect the decision of the Purchaser to enter into this agreement. 3. TAXATION 3.1 Administration 3.1.1 All returns, computations and payments which should be or should have been made by the Company for any Taxation purpose have been made within the requisite periods and are up-to-date, correct and on a proper basis and none of them is or is likely to be the subject of any dispute with the Inland Revenue or other Taxation authorities. 3.1.2 All particulars furnished to the Inland Revenue or other Taxation authorities, in connection with the application for any consent or clearance on behalf of the Company, or affecting the Company made since the Last Accounts Date, fully and accurately disclosed all facts and circumstances material for the decision of those authorities; any consent or clearance is valid and effective; and any transaction, for which consent or clearance has previously been obtained, has been carried into effect (if at all) only in accordance with the terms of the relative application and consent or clearance. 3.1.3 The Company has not, since the Last Accounts Date, taken any action which has had, or might have, the result of altering, prejudicing or in any way disturbing any arrangement or agreement which it has previously negotiated with the Commissioners of Inland Revenue, the Commissioners of Customs and Excise or other Taxation authorities. 3.1.4 The Company has not, since the Last Accounts Date, paid or become liable to pay any penalty or interest charged by virtue of the provisions of TMA or any other Taxation statute. 3.1.5 The Company has properly operated the PAYE system, by deducting tax, as required by law, from all payments made or treated as made to its employees or former employees, and accounting to the Inland Revenue for all tax deducted by it and for all tax chargeable on benefits provided for its employees or former employees. 3.2 TAXATION CLAIMS, LIABILITIES AND RELIEFS 3.2.1 There are set out in the Disclosure Letter with express reference to this clause full details of all matters relating to Taxation in respect of which the Company (either alone or jointly with any other person) has, or at Completion will have, an outstanding entitlement: (a) to make any claim (including a supplementary claim) for relief under ICTA 1970, ICTA 1988 or any other Taxation statute; (b) to make any election for one type of relief, or one basis system or method of Taxation, as opposed to another; (c) to make any appeal (including a further appeal) against an assessment to Taxation; (d) to make any application for the postponement of Taxation; (e) to disclaim or require the postponement or reduction of any allowance. 3.2.2 The Company has not made nor is it entitled to make a claim under TCGA S24(2) (Assets lost or destroyed, or whose value becomes negligible) or s280 (Consideration payable in instalments) or under Schedule 4 (Deferred charges on gains before 31 March 1982). 3.2.3 The Company is not nor will it become liable to pay, or make reimbursement or indemnity in respect of any Taxation (or any amount corresponding to Taxation) in consequence of the failure by any other person (not being a Company) to discharge that Taxation or amount within any specified period or otherwise, where the Taxation or amount relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (whether wholly or partly) prior to Completion. [PAGE 21] 3.2.4 No relief (whether by way of deduction, reduction, set-off exemption, repayment or allowance, or otherwise) from, against or in respect of any Taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at any time after Completion. 3.3 DISTRIBUTIONS AND DEDUCTIBILITY OF PAYMENTS 3.3.1 The Company has not repaid, nor agreed to repay or redeemed or agreed to redeem its share capital or capitalised or agreed to capitalise in the form of redeemable shares or debentures any profits or reserves of any class or description. 3.3.2 No security (within the meaning of ICTA s254(1) (Company distributions, tax credits etc: Interpretation) issued by the Company and outstanding at the date of this agreement was issued in such circumstances that the interest payable on it, or any other payment in respect of it, falls to be treated as a distribution under ICTA s209 (Meaning of 'distribution'). 3.3.3 No rents, interest, annual payments or other sums of an income nature paid or payable since the Last Accounts Date by the Company or which the Company is under an obligation to pay in the future are or may be wholly or partially disallowable as deductions in computing profits or as charges against profits, for the purposes of corporation tax, by reason of the provisions of ICTA s74 (General rules as to deductions not allowable), ICTA s125 (Annual payments for non-taxable consideration), ICTA s338 (allowance of charges on income and capital), ICTA s770 (Sales etc, at undervalue or overvalue), ICTA s779 to s785 (Leased assets), ICTA s787 (Restriction of relief for payments of interest) or otherwise. 3.3.4 The Company has not received a capital distribution to which the provisions of TCGA s189 (Capital distribution of chargeable gains: recovery of tax from shareholder) could apply. 3.4 CARRY FORWARD OF LOSSES AND ACT 3.4.1 Nothing has been done, and no event or series of events has occurred, which might cause in relation to the Company the disallowance of the carry forward of losses, excess charges or advance corporation tax under the provisions of ICTA s343 (company reconstructions), ICTA s393 (Losses other than terminal losses), ICTA s768 (Change in ownership of company: disallowance of trading losses) s768A (change in ownership: disallowance of carry back of trading losses), S768B (change in ownership of investment company: deductions generally) or ICTA s245 (Calculation etc of ACT on change of ownership of company) or s245A (Restriction on application of s240 in certain circumstances). [PAGE 22] 3.6 GROUP RELIEF AND SURRENDER OF SURPLUS ACT 3.6.1 The Company has not been, nor is it entitled to be, treated as within a group for the purposes of ICTA Part X Ch.IV. 3.7 CAPITAL ALLOWANCES 3.7.1 All capital allowances made or to be made to the Company in respect of capital expenditure incurred prior to the date of this agreement or to be incurred under any subsisting commitment have been made or will be made in taxing its trade. 3.7.2 Since the Last Accounts Date the Company has not done, or omitted to do, or agreed to do, or permitted to be done, any act as a result of which any disposal value may be brought into account under CAA s24 (Writing-down allowances and balancing adjustments) or there may be any recovery of excess relief within CAA s46 (Recovery of excess relief). 3.8 TRANSACTIONS NOT AT ARM'S LENGTH 3.8.1 The Company has not carried out nor been engaged in, any transaction or arrangement to which the provisions of ICTA s770 (Sale, etc, at an undervalue or overvalue) have been or may be applied. 3.8.2 The Company has not owned nor has agreed to acquire any asset, nor has received nor agreed to receive any services or facilities (including without limitation the benefit of any licenses or agreements), the consideration for the acquisition or provision of which was or will be in excess of its market value or determined otherwise than on an arm's length basis. 3.8.3 The Company has not disposed of or acquired any asset in such circumstances that the provisions of TCGA s17 (Disposals and acquisitions treated as made at market value) could apply. 3.9 BASE VALUES AND ACQUISITION COSTS 3.9.1 The Company has not, since the Last Accounts Date, engaged in any transaction in respect of which there may be substituted for any purpose of Taxation a different consideration for the actual consideration given or received by it. 3.10 TAX AVOIDANCE 3.10.1 The Company has not since the Last Accounts Date engaged in or been a party to any scheme or arrangement of which the main purpose, or [PAGE 23] one of the main purposes, was the avoidance of or a reduction in liability to Taxation; and, in particular but without limitation, the Company has not been a party to or otherwise involved in any transaction to which any of the following provisions could apply: (a) ICTA s240 (Set-off of company surplus ACT against subsidiary's liability to corporation tax); (b) ICTA s410 (Group relief: arrangements for transfer of company to another group or consortium); s 395 (Leasing contracts: and company reconstructions); and s 116 (Partnerships involving companies: arrangements for transferring relief); (c) ICTA ss729 or 730 (Tax avoidance: other transfers of securities), ss731 to 735 inclusive (Purchase and sale of securities) or ss 736 or 737 (Miscellaneous provisions relating to securities); (d) ICTA s774 (Transactions between dealing company and associated company); (e) ICTA s779 (Sale and lease-back: limitation on tax reliefs); (f) ICTA s781 (Assets leased to traders and others); (g) ICTA s786 (Transactions associated with loans or credit); (h) TCGA s29 (Value shifting) (i) TCGA s106 (Disposal of shares and securities within prescribed period of acquisition). 3.10.2 The Company has not since the Last Accounts Date been a party to any transaction to which any of the following provisions has been or could be applied other than transactions in respect of which all necessary consents or clearances have been obtained: (a) ICTA ss703-709 (Cancellation of tax advantages from certain transactions in securities); (b) ICTA s765 (Migration etc of companies); (c) ICTA s776 (Transactions in land: taxation of capital gains); (d) TCGA ss135-138 (Company reconstructions and amalgamations). (e) TCGA s139 (Reconstruction or amalgamation involving transfer of business) [page 24] 3.11 DEPRECIATORY TRANSACTIONS 3.11.1 No allowable loss, which may accrue on the disposal by the Company of any asset, is likely to be reduced by reason of the provisions of TCGA s176 (Transactions in a group) or s177 (Dividend stripping) and no chargeable gain or allowable loss arising on a disposal is likely to be adjusted in accordance with s30 (Tax free benefits). 3.12 UNREMITTABLE INCOME AND CAPITAL GAINS 3.12.1 The Company has not either received or become entitled to any income which is "unremittable income", within the meaning of ICTA s584 (Relief for unremittable overseas income), or any gain to which the provisions of TCGA s279 (Foreign assets: delayed remittances) could apply. 3.13 DEMERGERS AND PURCHASE OF OWN SHARES 3.13.1 The Company has not been engaged in or been a party to any of the transactions set out in ICTA ss 213 or 218 (Demergers) nor has made or received a chargeable payment as defined in s 214 (Chargeable payments connected with exempt distributions). 3.13.2 The Company has never at any time redeemed, repaid or purchased or agreed to redeem, repay or purchase, any of its own shares. 3.14 CAPITAL LOSSES 3.14.1 The Company has never incurred a capital loss to which the provisions of TCGA s18(3) (Transactions between connected persons) are applicable. 3.15 ACQUISITIONS FROM GROUP MEMBERS 3.15.1 The Company does not own any asset which was acquired from another company which was at the time a member of the same group of companies (as defined in TCGA s170 (Groups of companies: definitions)) as the relevant Company, and which owned that asset otherwise than as trading stock within the meaning of s173 (Transfers within the company: trading stock). 3.15.2 The execution or completion of this agreement will not result in any profit or gain being deemed to accrue to the Company for Taxation purposes, whether pursuant to TCGA s179 (Company ceasing to be a member of the company) or otherwise. 3.16 GIFTS INVOLVING GROUP COMPANIES 3.16.1 The Company has not held nor holds shares in a company (not being another group company) which has made any such transfer as is referred to in TCGA s125 (Shares in close company transferring assets at an [page 25] undervalue); and the Company has not received any assets by way of gift as mentioned in TCGA s282 (Gifts: recovery from donee). 3.17 VALUE ADDED TAX 3.17.1 The Company: (a) has duly registered and is a taxable person for the purposes of value added tax; (b) has complied in all material respects with all statutory requirements, orders, provisions, directions or conditions relating to value added tax; (c) maintains complete, correct and up-to-date records for the purposes of the relevant legislation; (d) is not in arrears with any payment or returns, or liable to any abnormal or non-routine payment, or any forfeiture or penalty, or to be operation of any penal provision; (e) has not been required by the Commissioners of Customs and Excuse to give security; (f) has not applied for treatment as a member of a group which includes any company other than the company; (g) is not and has not agreed to become an agent, manager or factor (for the purposes of VATA s47 (Agents, etc)) of any person who is not resident in the United Kingdom. 3.17.2 The Disclosure Letter contains full particulars of any claim for bad debt relief made or which may be made by the Company under VATA s36 (Refund of tax in cases of bad debts). 3.17.3 The Company has never received a penalty liability notice under VATA s59 or s64 (Persistent misdeclaration resulting in understatements or overclaims) nor may be liable for a penalty under s63 (Penalty for misdeclaration or neglect). 3.18 INHERITANCE TAX 3.18.1 No transfer of value (as defined in ITA s 3 (Transfers of Value) has at any time been made by the Company. 3.19 STAMP DUTY AND CAPITAL DUTY 3.19.1 Within the five years ending on the date of this agreement, the Company has not made any claim for relief or exemption under FA 1930 s 42 (Relief from capital and transfer stamp duty in case of reconstructions or amalgamations of companies). [page 26] 4. FINANCE 4.1 CAPITAL COMMITMENTS 4.1.1 There were no commitments on capital account outstanding at the Last Accounts Date and since the Last Accounts Date the Company has not made nor agreed to make any capital expenditure, nor incurred or agreed to incur any capital commitments nor has it disposed of or realised any capital assets or any interest therein. 4.2 DIVIDENDS AND DISTRIBUTIONS 4.2.1 Since the Last Accounts Date no dividend or other distribution (as defined in ICTA Part VI Ch II as extended by ICTA s418) has been or is treated as having been declared, made or paid by the Company. 4.2.2 All dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with its articles of association and the applicable provisions of the Companies Acts. 4.3 BANK AND OTHER BORROWINGS 4.3.1 Full details of all limits on the Company's bank overdraft facilities are accurately set out in the Disclosure Letter and the Company's bank account is accurately described under the definition Company Bank Account in this agreement and there are no other bank accounts belonging to the Company or in which cash is being held on the Company's behalf. 4.3.2 The total amount borrowed by the Company from its bankers does not exceed its respective overdraft facilities. 4.3.3 The total amount borrowed by the Company (as determined in accordance with the provisions of the relevant instrument) does not exceed any limitation on its borrowing powers contained in its articles of association, or in any debenture or other deed or document binding upon it. 4.3.4 The Company does not have outstanding, nor has it agreed to create or issue, any loan capital; nor has it factored any of its debts, or engaged in financing of a type which would not require to be shown or reflected in the Last Accounts, or borrowed any money which it has not repaid, save for borrowings not exceeding the amounts shown in the Last Accounts. 4.3.5 The Company has not since the Last Accounts Date repaid or become liable to repay any loan or indebtedness in advance of its stated maturity. 4.3.6 The Company has not received notice (whether formal or informal) from any lenders of money to it, requiring repayment or intimating the [PAGE 27] enforcement of any security the lender may hold over any of its assets; and there are no circumstances likely to give rise to any such notice. 4.4 LOANS BY AND DEBTS DUE TO THE COMPANY 4.4.1 The Company has not lent any money which has not been repaid to it, nor does it own the benefit of any debt (whether or not due for payment), other than debts which have arisen in the ordinary course of its business; and the Company has not made any loan or quasi-loan contrary to the Companies Acts. 4.5 LIABILITIES 4.5.1 There are no liabilities (including contingent liabilities) which are outstanding on the part of the Company other than those liabilities disclosed in the Last Accounts or incurred in the ordinary and proper course of trading since the Last Accounts Date. 4.5.2 There has been no exercise, purported exercise or claim for any charge, lien, encumbrance or equity over any of the fixed assets of the Company; and there is no dispute directly or indirectly relating to any of its fixed assets. 4.5.3 The Company has never been the tenant of, or a guarantor in respect of, any leasehold property. 4.6 BANK ACCOUNTS 4.6.1 An accurate and complete statement of the Company Bank Account has been supplied to the Purchaser. 4.7 CONTINUATION OF FACILITIES 4.7.1 The Company has no overdraft facility. 4.8 GOVERNMENT GRANTS 4.8.1 Full details of all grants, subsidies or financial assistance applied for or received by the Company from any governmental department or agency or any local or other authority are set out in the Disclosure Letter. 4.8.2 The Company has never done or omitted to do any act or thing which could result in all or any part of any investment grant, employment subsidy or other similar payment made, or due to be made, to it becoming repayable or being forfeited or withheld in whole or in part. TRADING 5.1 CHANGES SINCE LAST ACCOUNTS DATE 5.1.1 Since the Last Accounts Date: [PAGE 28] (a) the business of the Company has been continued in the ordinary and normal course; and (b) the Company has not by doing or omitting to do anything prejudiced its goodwill. 5.2 VENDORS' LIABILITIES TO THE COMPANY 5.2.1 There is no outstanding indebtedness of any Vendors to the Company. 5.3 EFFECT OF SALE OF SHARES 5.3.1 The Warrantors have no knowledge, information or belief that after Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the proposed acquisition of the Company by the Purchaser: (a) any supplier of the Company will cease or be entitled to cease supplying it or may substantially reduce its supplies to it; (b) any client/customer of the Company will cease or be entitled to cease to deal with it or may substantially reduce its existing level of business with it; and (c) the Company will lose the benefit of any right or privilege which it enjoys. 5.3.2 Compliance with the terms of this agreement does not and will not: (a) conflict with, or result in the breach of, or constitute a default under, any of the terms, conditions or provisions of any agreement or instrument to which the Company is a party, or any provision of the memorandum or articles of association of the Company or any encumbrance, lease, contract, order, judgment, award, injunction, regulation or other restriction or obligation of any kind or character by which or to which any asset of the Company is bound or subject; (b) relieve any person from any obligation to the Company (whether contractual or otherwise), or enable any person to determine any such obligation or any right or benefit enjoyed by the Company, or to excise any right, whether under an agreement with or otherwise in respect of the Company; (c) result in the creation, imposition, crystallisation or enforcement of any encumbrance whatsoever on any of the assets of the Company; (d) result in any present or future indebtedness of the Company becoming due and payable or capable of being declared due and payable prior to its stated maturity. [PAGE 29] 5.4 CONDUCT OF BUSINESSES IN ACCORDANCE WITH MEMORANDA AND ARTICLES OF ASSOCIATION 5.4.1 The Company has at all times carried on business and conducted its affairs in all respects in accordance with its memorandum and articles of association for the time being in force and any other documents to which it is or has been a party. 5.5 EXISTING SUPPLIERS AND CUSTOMERS 5.5.1 So far as the Vendors are aware no customer of the Business will (as a result of the acquisition of the Business by the Purchaser or for any other reason) terminate or materially reduce, its relationship with the Business neither has any such customer threatened to do so; 5.5.2 The details of the Customer List and information relating to the Computer Software and Intellectual Property Rights have been kept securely by the Vendors and so far as the Vendors are aware no third party or employee has obtained any information concerning the Customer List or such product which they may be able to use to the disadvantage of the Business. 5.6 LICENCES AND CONSENTS 5.6.1 The Vendors have obtained all necessary software and other licences for the proper carrying on of the Business and is not aware that it is in breach of any of their terms or conditions. 5.7 JOINT VENTURES AND PARTNERSHIPS 5.7.1 The Vendors: (a) are not and have not been a party to any joint venture or consortium or any partnership arrangement or agreement or to any agreement or arrangement for sharing commissions or other income relating to the Business; (b) do not conduct and have not conducted any part of the Business through a branch, agency or permanent establishment outside the United Kingdom; (c) are not a member of any partnership, trade association, society or other group, whether formal or informal and whether or not having a separate legal identity, in connection with the Business and no such body is relevant to or has any material influence over the Business as now carried on. 5.8 AGREEMENTS RELATING TO THE MANAGEMENT AND BUSINESS 5.8.1 There are no arrangements or understandings (whether legally enforceable or not) between the Company and any person who is a [PAGE 30] shareholder or the beneficial owner of any interest in it relating to the management of the Company's business, or the appointment or removal of directors of the Company, or the ownership or transfer of ownership or the letting of any of the assets of the Company, or the provision, supply or purchase of finance, goods, services or other facilities to, by or from the Company, or in any other respect relating to its affairs. 5.9 AGENCY AGREEMENTS AND AGREEMENTS RESTRICTING BUSINESS 5.9.1 The Company is not a party to any agency, distributorship, marketing, purchasing, manufacturing or licensing agreement or arrangement, or any restrictive trading or other agreement or arrangement pursuant to which any part of its business is carried on, or which in any way restricts its freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit. 5.9.2 The Company is not a party to any undertaking or assurances given to any court or governmental agency which is still in force. 5.9 UNFAIR TRADE AND RESTRICTIVE PRACTICES 5.9.1 The Company has never committed or omitted to do any act or thing which could give rise to any fine or penalty; nor is the Company a party to any agreement, practice or arrangement which in whole or in part: (a) contravenes the provisions of the Trade Descriptions Acts 1968 and 1972; (b) would or might result in a reference of a consumer trade practice, within the meaning of the Fair Trade Act 1973 s 13, or be liable to reference to the Consumer Protection Advisory Committee under Part II of the said Act; (c) contravenes or is invalidated (in whole or part) by or is subject to registration under the Restrictive Trade Practices Acts 1976 and 1977; (d) contravenes any other anti-trust, anti-monopoly or anti-cartel legislation or regulations. 5.9.2 The Company has never engaged in any anti-competitive practice as defined in the Competition Act 1980. 5.10 LITIGATION, DISPUTES AND WINDING UP 5.10.1 The Company has never engaged in any litigation or arbitration proceedings as plaintiff or defendant; there are no proceedings pending or threatened either by or against the Company; and there are no circumstances which are likely to give rise to any litigation or arbitration. [PAGE 31] 5.10.2 There is no dispute with any revenue or other official, department in the United Kingdom or elsewhere, in relation to the affairs of the Company, and there are no facts which may give rise to any dispute. 5.10.3 There are no claims pending or threatened or capable of arising against the Company by an employee or workman or third party, in respect of any accident or injury, which are not fully covered by insurance. 5.10.4 No order has been made or petition presented or resolution passed for the winding up of the Company; nor has any distress, execution or other process been levied in respect of the Company which remains undischarged; nor is there any unfulfilled or unsatisfied judgment or court order outstanding against the Company. 5.11 COMPLIANCE WITH STATUTES 5.11.1 Neither the Company nor any of its officers, agents or employees (during the course of their duties in relation to it) has committed or omitted to do any act or thing the commission or omission of which is or could be in contravention of any act, order, regulation or the like (whether of the United Kingdom or elsewhere) giving rise to any fine, penalty, default proceedings or other liability on its part. 5.11.2 The Company has conducted and is conducting its business in all respects in accordance with all applicable laws and regulations whether of the United Kingdom or elsewhere. 5.12 DATA PROTECTION 5.12.1 The Company has duly complied with all relevant requirements of the Data Protection Act 1984 including compliance with the following: (a) the data protection principles established in that Act; (b) requests from data subjects for access to data held by it; (c) the requirements relating to the registration of data users. 5.12.2 The Company has not received a notice or allegation from either the Data Protection Registrar or a data subject alleging non-compliance with the data protection principles or prohibiting the transfer of data to a place outside the United Kingdom. 5.12.3 No individual has claimed or will have the right to claim compensation from the Company under that Act for loss or unauthorised disclosure of data. 5.13 DOCUMENTS STAMPED 5.13.1 All documents which in any way affect the right, title or interest of the Company in or to any of its property, undertaking or assets, or to which [PAGE 30] the Company is a party, and which attract stamp duty, have been duly stamped within the requisite period for stamping. 5.14 TRANSACTIONS INVOLVING DIRECTORS 5.14.1 The Company has not been a party to any transaction to which any of the provisions of CA s 320 or s 330 may apply. 5.15 POWERS OF ATTORNEY AND AUTHORITY 5.15.1 No power of attorney given by the Company is in force. 5.15.2 There are not outstanding any authorities (express or implied) by which any person may enter into any contract or commitment to do anything on behalf of the Company. 5.16 SUBSISTING CONTRACTS 5.16.1 The Disclosure Letter contains accurate particulars of all the contracts and other engagements, whether written or oral, to which the Company is a party at the date of this agreement. 5.17 DEFAULTS UNDER AGREEMENTS BY COMPANY 5.17.1 The Company is nor will it become with the lapse of time become: (a) in default under any agreement or covenant to which it is a party or in respect of any other obligations or restrictions binding upon it; (b) in default under any obligations existing by reason of membership of any association or body. 5.18 GUARANTEES AND INDEMNITIES 5.18.1 There is not now outstanding in respect of the Company any guarantee, or agreement for indemnity or for suretyship, given by it or for its accommodation. 6. EMPLOYMENT 6.1 EMPLOYEES AND TERMS OF EMPLOYMENT 6.1.1 The information relating to the Employees are set out in Schedule 7 is true and accurate. 7. INTELLECTUAL PROPERTY RIGHTS AND TRADE SECRETS 7.1.1 All Intellectual Property Rights used or required by the Company in connection with its business are in full force and effect and are vested in and beneficially owned by it. PAGE 33 7.1.2 The business of the Company as now carried on does not and is not likely to infringe any Intellectual Property Right of any other person. 7.1.3 The Company has not (otherwise than in the ordinary and normal course of business) disclosed or permitted to be disclosed or undertaken or arranged to disclose to any person other than the Purchaser any of its know-how, trade secrets, confidential information, or lists of clients/customers. 8. PROPERTIES 8.1.1 The Company has no freehold or leasehold properties or any other property interest including licence or other contractual arrangement in respect of the occupation of premises. PAGE 34 SCHEDULE 4 DEED OF INDEMNITY DEED OF INDEMNITY FOR TAXATION DATE: PARTIES: 1. "The Vendors" David Meyrick Billings, Deirdre Jennifer Swingler, John David Swingler 2. "The Purchaser" Integrity Holdings Limited a company registered in Nevada, USA whose registered office is at Suite 333, 3838 Camino Del Rio North, San Diego, California 92108-1789 RECITAL: This deed is entered into pursuant to an agreement made between the Vendors (1) and [ ] ("the Purchaser") (2) ("the Agreement"). OPERATIVE PROVISIONS: 1. DEFINITIONS 1.1 the following words and expressions have the following meanings, unless they are inconsistent with the context: "Taxation" means income tax (eg. PAYE), corporation tax, capital gains tax, inheritance tax, stamp duty, stamp duty reserve tax, rates, value added tax, customs and other import duties and national insurance contributions and any payment whatsoever which the Purchaser may be or become bound to make to any person as a result of any enactment relating to taxation and any other taxes, duties or levies supplementing or replacing any of the above; and all costs, charges, interest, fines, penalties and expenses incidental, or relating, to any Taxation. "Relief" means any relief, allowance, exemption, set-off or deduction in computing or against profits, income or gains of any description or from any source, or credit against Taxation "Liability to Taxation" means any liability to make a payment in respect of Taxation PAGE 35 "Claim for Taxation" means any notice, demand, assessment, letter or other document issued, or action taken, by or on behalf of the Inland Revenue or Customs and Excise authorities or any other statutory or governmental authority or body whatsoever in any part of the world, whereby it appears that the Purchaser is or may be subject to a liability to Taxation (whether or not it is primarily payable by the Purchaser and whether or not the Purchaser has or may have any right of reimbursement) "Final Determination" means in relation to a Claim for Taxation where there is an appeal against that assessment: an agreement under TMA s54 or any legislative provision corresponding to that section; or a decision of a court or tribunal from which either no appeal lies, or in respect of which no appeal is made within the prescribed time limit. 2. INDEMNITY 2.1 Subject as provided below, the Vendors covenant with the Purchaser that they will indemnify the Purchaser fully against: 2.1.1 either any Liability to Taxation or any depletion in the value of assets of the Purchaser arising by reason of or in consequence of or in connection with any Liability to Taxation; 2.1.2 any settlement of a Claim for Taxation; and 2.1.3 the costs incurred by the Purchaser in relation to any demands, actions, proceedings and claims in respect of Liabilities to Taxation or Claims for Taxation. 2.2 The indemnity in clause 2.1 shall apply only where the Liability to Taxation or the Claim for Taxation: 2.2.1 is made wholly in respect of or in consequence of any acts, omissions or transactions of the Purchaser or of the Vendors occurring or entered into on or before the date of this deed; or 2.2.2 results from or is calculated by reference to any actual or deemed income, profits or gains earned, received or accrued, or deemed to have been earned, received or accrued, on or before that date; or 2.2.3 results from or is made by reference to any dividend or distribution paid or made, or deemed to have been paid or made, before that date. [mjs/d0599 page 36] 2.3 In respect of any payment due from the Vendors under clause 2.1, the Purchaser may if it is satisfied that it will be or has been subject to a Liability to Taxation calculate and demand in writing from the Vendors from time to time such amount as will ensure that the net receipt to the Purchaser (after Taxation) in respect of the payment is the same as it would have been were the payment not subject to Taxation in the hands of the Purchaser. 3. EXCLUSIONS 3.1 The indemnity in clause 2.1 shall not apply to any Liability to Taxation or Claim for Taxation: 3.1.1 to the extent that an appropriate provision or reserve was made in the Principal Accounts or was specifically referred to in the notes to those Accounts; 3.1.2 for which the Purchaser is or may become liable wholly or primarily as a result of transactions in the normal course of its business after the Last Accounts Date; 3.1.3 to the extent that the Liability or Claim arises only of the appropriate provision or reserve in the Principal Accounts being insufficient by reason of any increase in rates of taxation made after the date of the Agreement; 3.1.4 which would not have arisen but for a voluntary act or transaction carried out by the Purchaser after the date of this deed otherwise than in the normal course of business; 3.1.5 to the extent that liability is excluded or limited under the provisions of Schedule 7 to the Agreement. 4. MITIGATION 4.1 Except as provided in clause 4.2 the Vendors shall be liable under the indemnity in clause 2.1 notwithstanding any Reliefs, rights of repayment or other rights or claims of a similar nature, which may be available to any person entitled to the benefit of the indemnity to set against or otherwise mitigate any Liability to Taxation, so that the indemnity in clause 2.1 shall take effect as though no such Reliefs, rights of repayment or other rights or claims were available. 4.2 The provisions of clause 4.1 shall not apply if and to the extent that the Reliefs, rights of repayment, or other rights or claims mentioned in that clause arose: 4.2.1 wholly or mainly by reason of any act, omission or transaction of any Group Company before the Last Accounts Date; 4.2.2 wholly or mainly by reason of any act, omission or transaction of the Vendors which which does not cause the Purchaser to incur any liabilities, costs or expenses (unless the Purchaser receives a satisfactory indemnity against them) and, without prejudice to the generality of this clause, the Purchaser shall co-operate [mjs/d0599 page 37] at the cost of the Vendors in making a claim for group relief which falls within this clause. 4.3 Where and to the extent that clause 4.2 applies, credit shall be given to the Vendors against any liability under this deed for any such Reliefs, rights of repayment or other rights or claims as are mentioned in clause 4.1. 4.4 When the Vendors have satisfied an obligation under this deed to indemnity the Purchaser against a Liability to Taxation and the Purchaser has (whether by operation of law, contract or otherwise) a right of reimbursement (including by way of indemnity) against any other person or persons in respect of the Liability to Taxation, the Purchaser shall take all reasonable steps to enforce the right, giving credit to the Vendors for any sum recovered by the Purchaser by reason of the right, or shall at the request and expense of the Vendors assign the right to the Vendors in such form as he shall reasonably require. 4.5 If: 4.5.1 any provision for Taxation contained in the Principal Accounts is or has been at the date that any payment is due to be made by the Vendors under clause 2 certified by the Purchaser's auditors at the Vendors' request and expense to be an over-provision; or 4.5.2 the tax liability which has resulted in the payment by the Vendors gives rise to a corresponding saving for any Group Company; the value (as certified by the Purchasers auditors) of the over-provision or corresponding provision shall be set off first against the payment then due from the Vendors and secondly (to the extent there is any excess) against any further such payment(s) in chronological order until exhausted but if it is subsequently found that the over-provision or corresponding saving as certified was not in fact an over-provision or corresponding saving or that the certified amount or value was excessive any amount which has been set off under this clause in respect of the purported over-provision or corresponding saving shall on demand be repaid forthwith by the Vendors to the Purchaser or (as the case may be) to the appropriate Group Company. 5. CONDUCT OF CLAIMS 5.1 The Purchaser shall notify the Vendors in writing of any Claim for Taxation which comes to its notice whereby it appears that the Vendors are or may become liable to indemnify the Purchaser under this deed. Where a time limit for appeal applies to the Claim, the notification shall be given as soon as reasonably possible after the date on which the Claim comes to the notice of the Purchaser but, where no time limit applies or the period to which the limit relates has not commenced, the notification shall be given within fifty six days of that date. 5.2 The Purchaser shall ensure that a Claim for Taxation to which this deed applies, is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and is not paid prematurely; and for this purpose [mjs/d0599 page 38] any payment made by the Purchaser to avoid incurring interest or any penalty in respect of unpaid taxation shall be deemed not to be paid prematurely. 5.3 Subject to clause 5.6 the Purchaser shall ensure at the request in writing of the Vendors that the Vendors shall be placed in a position to dispute on behalf of the Purchaser any Claim for Taxation to which this deed applies and shall render, or cause to be rendered, to the Vendors at his expense all such assistance as the Vendors, may reasonably require in disputing any Claim for Taxation. 5.4 Subject to clause 5.5, the Vendors shall not be entitled on behalf of the Purchaser to instruct such solicitors or other professional advisers as the Vendors, or a majority of them, may nominate to act on behalf of the Vendors or the Purchaser to the intent that the conduct, and costs and expenses, of the dispute shall be delegated entirely to and be borne solely by the Vendors. The costs arising from obtaining the determination of counsel shall be borne as to one half by the Vendors and as to the other half by the Purchaser. In connection with the conduct of any dispute relating to a Claim for Taxation to which this deed applies: 5.5.1 the Vendors shall keep the Purchaser fully informed of all relevant matters and the Vendors shall promptly forward or procure to be forwarded to the secretary of the Purchaser copies of all correspondence and other written communications pertaining thereto; 5.5.2 the appointment of solicitors or other professional advisers shall be subject to the approval of the Purchaser such approval not to be unreasonably withheld or delayed; 5.5.3 the Vendors shall make no settlement or compromise of the dispute, nor agree any matter in the conduct of the dispute which is likely to affect the amount involved or the future Liability to Taxation of the Purchaser without the prior approval of the Purchaser such approval not to be unreasonably withheld or delayed; 5.5.4 if any dispute arises between the Purchaser and the Vendors as to whether the Claim should at any time be settled in full or contested in whole or in part, the dispute shall be referred to the determination of a senior tax counsel of at least ten years standing appointed by agreement between the Purchaser and the Vendors, or (if they do not agree) upon the application by either party to the President for the time being of The Law Society, whose determination shall be final. The counsel shall be asked to advise whether in his opinion an appeal against the Claim would on the balance of probabilities be likely to succeed and as to how the costs of such dispute should be allocated between the Vendors and the Purchaser. Only if his opinion is in the affirmative shall be appeal be made and that Claim not then settled. Any further dispute arising between the Vendors and the Purchaser as to whether any further appeal should be pursued following determination of an earlier appeal (whether or not in favour of the Purchaser) shall be resolved in a similar manner. [PAGE 39] 5.6 The Vendors shall at the request of the Purchaser provide, to the reasonable satisfaction of the Purchaser, security or indemnities, or both, in respect of all the costs and expenses of disputing any Claim for Taxation to which this deed applies. 5.7 The Purchaser shall not be subject to any claim by or liability to, any of the Vendors on the ground that it has not complied with the foregoing provisions, if it has bona fide acted in accordance with the instructions or approval of the Vendors. 6. DATES FOR AND QUANTUM OF PAYMENTS 6.1 This clause shall apply solely for determining the date on which any payments or repayments shall be made by or to the Vendors pursuant to this deed and (where expressly provided) the amounts of the payments or repayments. 6.2 The Vendors shall make payment to the Purchaser to the extent that and on the date on which the discharges or is deemed to discharge a Liability to Taxation in respect of which the Purchaser is entitled to be indemnified under this deed. 6.3 The Purchaser shall make a repayment to the Vendors to the extent that and on the date on which the Purchaser receives any repayment of any amount paid in respect of any Liability to Taxation pursuant to clause 6.2. Any repayment to the Vendors pursuant to this clause 6.3 shall not prejudice the right of the Purchaser to recover from the Vendors under this deed in the event that a further Liability to Taxation is imposed upon the Purchaser, whether in respect of matters to which the repayment relates or otherwise. 6.4 For the purposes of clause 6.2, the Purchaser shall be deemed to discharge a Liability to Taxation: 6.4.1 on the date on which the Purchaser pays any amount of Taxation; 6.4.2 on the date on which any Liability for Taxation would have fallen due but for Reliefs, rights of repayment or other rights or claims of a similar nature to which clause 4.1 applies. 6.5 For the purpose of clause 6.3, the Purchaser shall be deemed to receive a repayment: 6.5.1 on the date on which the Purchaser receives a repayment of Taxation to which clause 6.2 applies; 6.5.2 if and when the Purchaser would have received a repayment but for a Liability to Taxation in respect of which the Purchaser is not entitled to be indemnified under this Deed; 6.5.3 if and when the Purchaser would have received a repayment had the Liability to Taxation been discharged by a payment of Taxation; or [PAGE 40] 6.5.4 if and when the Purchaser is able to obtain the benefit of a reduction in its Liability to Taxation as a result of the right to repayment. 6.6. Upon Final Determination of a relevant Claim for Taxation the Vendors shall promptly pay to the Purchaser such amount or further amount in addition to any sums already paid under this deed as is required to cover the full liability of the Vendors under this deed. 6.7 Any dispute in relation to the provisions of clauses 6.5 or 6.6 may be referred, by the Purchaser or the Vendors, to the auditors for the time being of the Purchaser, acting as experts and not as arbitrators, whose certificate shall be final and binding upon the parties in the absence of manifest error. 7. GENERAL 7.1 This deed shall be binding on the Vendors and the respective successors and personal representatives of the partners of that firm. 7.2 The benefit of this deed may not be assigned in whole or in part by the Purchaser. 7.3 The provisions of the Agreement relating to notices shall apply to any notice to be given under, or in connection with, this deed. 7.4 The construction, validity and performance of this deed shall be governed by the laws of England. IN WITNESS whereof this Deed has been executed and delivered the day and year first above written [PAGE 41] SCHEDULE 5 LIMITATIONS TO THE VENDORS' LIABILITY TO WARRANTY CLAIMS 1. In this Schedule "warranty claim" means any claim which would (but for the provisions of this Schedule) be capable of being made against the Vendors other than a claim based on fraud, wilful default or wilful failure to disclose. 2. Notwithstanding the provisions of this Agreement:- 2.1 the aggregate amount of the liability of the Vendors in respect of any warranty claim or claims shall be limited to L900,000. 2.2 no liability shall attach to the Vendors in respect of any single warranty claim where the amount for which the Vendors would be liable under such claim is less than L2,500; 2.3 the Vendors shall not be under any liability to make any payment in satisfaction of any warranty claim unless written particulars thereof (giving full details of the specific matter in respect of which such warranty claim is made) shall have been given to the Vendors within a period of [ ] from the date of this Agreement and unless legal proceedings in respect of the warranty claim are commenced and served upon the Vendors within 12 months after such written particulars have been given to that Vendors; 2.4 the Vendors shall have no liability in respect of any warranty claim:- 2.4.1 to the extent that it arises or is increased as a result of the passing of any legislation (or making of any subordinate legislation) with retrospective effect; 2.4.2 if it would not have arisen but for anything voluntarily done or omitted to be done after Completion by the Purchaser or any of its respective agents or successors in title which was other than in the ordinary course of business and which the Purchaser knew or ought reasonably to have known could give rise to a warranty claim; 2.4.3 to the extent that it relates to any loss for which the Purchaser is indemnified by insurance, or for which it would have been so indemnified if at the relevant time there had been maintained valid and adequate insurance cover of a type normally effected by prudent companies carrying on a business similar to that of the Business. 2.5 where the Purchaser is entitled to recover from some other person any sum in respect of any matter or event which could give rise to a warranty claim, the Purchaser will take all appropriate steps to recover that sum before making the warranty claim, and any sum recovered will reduce the amount of the warranty claim (and, in the event of the recovery being delayed until after the warranty claim has been satisfied by the Vendors, will be paid to the Vendors, after deduction of all reasonable costs and expenses of the recovery); 2.6 payment of any warranty claim shall pro tanto satisfy and discharge any other warranty claim which is capable of being made in respect of the same subject matter. 3. Upon the Purchaser becoming aware of any event whereby it appears that a warranty claim will or is likely to be made, the Purchaser will:- 3.1 immediately notify the Vendors in writing of any warranty claim and of any matter which may give rise to a warranty claim. 3.2 not make any admission of liability, agreement or compromise with any person, body or authority in relation thereto without prior consultation with the Vendors; 3.3 at all times disclose in writing to the Vendors all information and documents relating to any warranty claim and, if requested by the Vendors, give the Vendors and its professional advisers reasonable access to the personnel of the Purchaser as the case may be and to any relevant premises, chattels, accounts, documents and records within the power, possession or control of the Purchaser to enable the Vendors and its professional advisers to interview such personnel, and to examine such warranty claim, premises, chattels, accounts, documents and records and to take copies or photographs thereof at its own expense; and 3.4 at the expense of the Vendors take such action as the Vendors may reasonably require to avoid, resist, contest or compromise any warranty claim or matter which may give rise to a warranty claim. 4. If any potential warranty claim shall arise by reason of a liability of the Vendors which is contingent only, then the Vendors shall not be under any obligation to make any payment pursuant to such warranty claim until such time as the contingent liability ceases to be contingent and becomes actual. SCHEDULE 6 SHAREHOLDERS COVENANTS AND UNDERTAKINGS EX-6.3 8 EXHIBIT 6.3 EXHIBIT 6.3 ----------- BUSINESS DATA SYSTEMS LIMITED - AND- INFORMATION SUPPORT LIMITED - AND -ISL SOFTWARE SOLUTIONS LIMITED BUSINESS EXCHANGE AGREEMENT DATED DECEMBER 2, 1998 DATED 2nd December 1998 --------------------------------------- BUSINESS DATA SYSTEMS LIMITED - AND - INFORMATION SUPPORT LIMITED - AND - ISL SOFTWARE SOLUTIONS LIMITED --------------------------------------------- BUSINESS EXCHANGE AGREEMENT --------------------------------------------- BEALE AND COMPANY GARRICK HOUSE 27-32 KING STREET COVENT GARDEN LONDON WC2E 8JD TEL: 0171 240 3474 FAX: 0171 240 9111 DX: 51632 COVENT GARDEN E-MAIL beale@dial.pipex.com REF. MJA/vht/IO0052.4 NOVEMBER 1998 BUSINESS EXCHANGE AGREEMENT DATE: 2nd December 1998 PARTIES: 1. Business Data Systems Limited a company registered in Scotland (number 84461) whose registered office is at 2/3 Dublin Mews, Edinburgh EH3 6NW ("BDSL"); and 2. Information Support Limited a company registered in England (number 2743028 ) whose registered office is at Garrick House, 27-32 King Street, Covent Garden, London WC2E 8JD ("ISL") 3. ISL Software Solutions Limited a company registered in England (number 3328653) whose registered office is at Garrick House, 27-32 King Street, Covent Garden, London WC2E 8JD ("ISSL") RECITALS A. BDSL operates a business of sale supply installation support and maintenance of Computer Equipment (including, for the avoidance of doubt, operating systems) ("the BDSL Hardware Business") to its current users, who are primarily in the veterinary industry in the United Kingdom. BDSL also sells and supports software products for customers ("the BDSL Retained Business") B. BDSL wishes to dispose of and ISL wishes to acquire the BDSL Hardware Business under the terms of this agreement. BDSL intends to keep the BDSL Retained Business. C. ISSL owns the Software Product as defined herein and wishes to transfer to BDSL as part of the consideration payable to BDSL, all intellectual property "Customer List" means a record of names and addresses and contact details of all current customers holding Contracts as the same are set out in Schedule I as regards the BDSL Hardware Business Customers and as the same are set out in Schedule II as regards the DataBasics Business Customers in whatever form the records are stored "Disclosures" means the disclosures set out in a Disclosure Letter of today's date by the respective Transferor to the respective Transferee under clause 14 "Effective Time" means the close of business on [30th] day of [November] 1998 "Employees" means the persons who, at the Effective Time, are employed by the respective Transferor in that Transferor's business "Information" means all information owned by each of the respective Transferors or in that Transferor's possession and reasonably required for the operation of the respective business it intends to transfer hereunder including information relating to the supply of work, materials, the marketing of services, the Customer List, maintenance and servicing statistics and records, training manuals and other materials, advertising and other promotional material "Software Product" means the software owned by ISSL relating to DataBasics Practice Manager products together with copies of the source code, programmers notes, logic manuals, flow charts and such other materials (as relate to the creation of the software) as exist and are transferable its customers purchase from any other persons firm or company (including BDSL, save as provided below) and agrees not to enter into such contracts itself save as provided below. The period during which such obligations and exclusivity operates shall be for five years from the Effective Time which period shall be automatically renewed for subsequent periods of five years unless BDSL serves on ISL a written notice at least twelve months prior to the expiry of the then current period of five years that the obligations and exclusivity shall not be renewed. 3.2 In the event that BDSL's customers do not accept the term that they shall contract direct with ISL in the manner described, BDSL agrees to offer to such customer to contract to take on such supply installation and support itself on the understanding that it will (subject to the customer's consent) subcontract the supply installation and support work on a back-to-back basis without mark-up or margin to ISL. BDSL agrees to consult and if possible obtain the agreement of ISL to the terms under which it enters into such contracts with customers in order to ensure that ISL does not take on unacceptable terms and will seek to include suitable terms in such contracts to permit an assignment (subject to the customer's consent) to and subcontracting by ISL. 3.3 BDSL acknowledges that the terms of this clause 3 represent part of the contractual consideration and benefit to ISL for ISL transferring the DataBasics Business to BDSL and that accordingly any non-compliance with such terms will cause ISL loss calculated as the loss of profit which ISL would otherwise have expected to earn from such supply installation and support business. 4. COMMISSION AGREEMENT 4.1 ISL agrees to pay BDSL a commission of 25% of the annual revenue (excluding VAT expenses and sub-contract payments to the extent only that such sub-contract payments do not exceed 30% of such annual revenue) arising to ISL from hardware maintenance contracts for the period of 12 5. REVERSE ASSIGNMENT 5.1 In the event that any BDSL Hardware Maintenance customer, after having agreed to assign their hardware maintenance contract to ISL, terminates or threatens to terminate such contract due to ISL's failure to meet the required level of service as provided for under such contract, ISL agree to notify BDSL immediately and BDSL may request an immediate assigmment of such contract back to BDSL in order to enable BDSL to continue to service that customer. ISL agrees to co-operate in attending to BDSL's request to assign back such contract with all due expedition. Any maintenance fees already paid shall be apportioned to the date that such re-assignment is effective. 6. FIRST LINE SUPPORT 6.1 BDSL agrees with ISL to provide to ISL free of charge a facility so that all hardware support customers will telephone to or otherwise communicate with BDSL in the first instance, BDSL will analyse the nature of the customer's problem and where it relates to a hardware problem (as opposed to software or other problem) will route that call directly to ISL. 6.2 ISL agrees that it will within one month of the Effective Time at a venue to be agreed between the parties and at ISL's expense provide 3 days' training to BDSL staff to enable such staff effectively to provide to customers of BDSL the services required by such customers and as previously provided to them by ISL prior to the transfer hereby effected. 6.3 ISL will for a period of six months from the Effective Time provide at a price to be agreed between the parties second line support to BDSL staff to enable them to provide effectively to customers of BDSL the services required by such customers and as previously provided to them by ISL prior to the transfer hereby effected. 8. COMPLETION 8.1 The exchange shall be completed immediately upon exchange of this agreement when all matters set out in this clause 8 shall be effected. 8.2 Each Transferor shall cause to be delivered or if requested by the respective Transferee made available to such Transferee: 8.2.1 copies of the Contracts (in whatever form such Contracts exist); 8.2.2 the Information; 8.2.3 a deed of release/certificate of non crystallisation/consents to transfer if charges or debentures have been granted by the Transferor over its assets (eg. to its bankers); and 8.2.4 in the case of the BDSL Hardware Business, the Stock. 8.3 A Transferee shall not be obliged to complete the exchange unless the transfer to it has been completed in accordance with this Agreement. 8.4 A Transferee may in its absolute discretion waive any requirement contained in clause 8.2. 9. DEBTORS 9.1 Each Transferor shall collect the Book Debts which shall belong to that Transferor. Each respective Transferee agrees to give all reasonable assistance to the respective Transferor to enable the said Transferor to collect the Book Debts. 9.2 Any sums received by the Transferee in respect of any Book Debts shall be held on trust by that Transferee for the Transferor. breaches by the Transferor of this Agreement or claim arising from each Transferor's conduct prior to the Effective Time and for all and any liabilities not expressly agreed under this Agreement to be assumed by the respective Transferee. 10.5 Each Transferee shall have the right to set off any claims it may have arising under this Agreement against the respective Transferor from any sum otherwise due to such Transferor. 11. CONTRACTS 11.1 Each Transferee shall accept assignments from the respective Transferor of or join with the said Transferor in procuring a novation of the Contracts and shall carry out perform and discharge all the obligations of the Contracts from the Effective Time save for any obligations attributable to a breach on the part of the Transferor or arising prior to the Effective Time. 11.2 Insofar as the benefit of any of the Contracts cannot effectively be assigned to the relevant Transferee except by an agreement or novation with or consent to an assignment from the person firm or company concerned: 11.2.1 the Transferor shall at the Transferee's request and expense use all reasonable endeavours with the co-operation of the Transferee to procure such novation or consent to the assignment; 11.2.2 until the Contract is novated or assigned the Transferor shall hold it and also the benefits relating under it in trust for the Transferee absolutely. Where the Transferee performs such Contract it does so as the Transferor's sub contractor; and 11.2.3 until the Contract is novated or assigned the Transferor shall (insofar as it lawfully may) give all reasonable assistance to the Transferee to enable the Transferee to enforce its rights under the Contract. properly incurred (whether arising before, on or after the Effective Time) relating to the Transferor's Employees by reason of or in relation to:-- (a) all or any (or any alleged) liability or amounts payable to or in relation to the Transferor's Employees including but not limited to PAYE, National Insurance Contributions, all remuneration and emoluments, pay in lieu of notice, redundancy payments, unfair dismissal compensation, a reinstatement or re-engagement order, breach of contract or statutory claims, personal injury or other tortious or delictual claims and claims by third parties and all other benefits whether in respect of the period up to or after the Effective Time that relate to the Transferor's Employees; (b) anything done or omitted to be done before, on or after the Effective Time by the Transferor or in respect of which the Transferor would have been liable as employer in respect of any of the Transferor's Employees but which by virtue of the Regulations is deemed or will be deemed to have been done or to have been omitted to be done by the relevant Transferee; (c) anything done or omitted to be done before, on or after the Effective Time by the Transferor by way of consultation with or the provision of information to any of its Employees; 12.4 If any contract of employment or engagement of any of the Transferor's Employees other than the Transferring Employee has effect or is deemed to have effect as if originally made between the relevant Transferee and such an Employee, then:-- (a) the relevant Transferor shall notify the Transferee as soon as it becomes aware of this fact; (b) the Transferee may, within one month of becoming aware of such contract having effect as if originally made by the Transferee, or such 13.2 The apportionment of liabilities will not be relevant to this transaction (save as may be required under clause 12.4(d). 13.3 The income arising from the Contracts shall be apportioned on a time basis so that in so far as it relates to the period from and after the Effective Time it shall belong to the relevant Transferee and shall, if paid to the relevant Transferor be remitted to the Transferee forthwith after receipt. 14. INFORMATION IN RELATION TO THE CONTRACTS 14.1 Each Transferor warrants to the relevant Transferee that prior to completion it will have disclosed in writing to the Transferee all information of which it is aware which may be relevant to that Transferee's decision to acquire the business under this Agreement and in particular whether: 14.1.1 whether a customer of the business will as a result of the Transferee taking over responsibility for the Contracts terminate or materially reduce its business whether or not such customer has formally threatened to do so; 14.1.2 any information indicating that details on the Customer List relating to the business it is transferring (respectively in Schedules I or II) are incorrect; 14.1.3 any knowledge or information that any person may use information concerning the Customer List to solicit or procure the business of such customers to the detriment of the Transferee; 14.1.4 knowledge or information concerning any litigation or other proceedings including debt collection (save for debt collection of sums less than L500) or the threat of any such proceedings either issued to customers named on the Customer List or against the Transferor in respect of the performance or obligations under the Contracts; and that except as otherwise agreed in writing with the relevant Transferee (and save in relation to the business of any customer whose Contract is required to be re-assigned to BDSL pursuant to clause 5.1 hereof) it will not and will procure that none of its subsidiaries will nor any person, firm or company carrying on business in succession to each respective Transferor will, in each case as from the Effective Time:- 15.1.1 for the duration of the exclusivity arrangement under clause 3.1 and for a period of 2 (two) years after the expiry or termination for whatever reason of such arrangement ("the Termination Date") (either alone or jointly with any other person, firm or company) carry on, or be engaged, concerned or interested in, whether directly or indirectly (save as the holder of 5 per cent or less of the voting share capital of any company listed on a stock exchange or other recognised investment exchange (as defined in Section 207 of the Financial Services Act 1986)), any business in competition with the business which the respective Transferor shall have transferred hereunder ("the Protected Business"); 15.1.2 for the duration of the exclusivity arrangement under clause 3.1 and for a period of 2 (two) years after the Termination Date, canvass or solicit the custom of any person, firm or company who has within a period of 2 (two) years prior to the Effective Time been a frequent or material customer or supplier of the Protected Business in respect of business which competes with the Protected Business; 15.1.3 for the duration of the exclusivity arrangement under clause 3.1 and for a period of 2 years after the Termination Date, subject to the provisions of this Agreement, provide technical advice or services to any person, firm or company where such advice or services relate to a business in competition with the Protected Business; 15.1.4 for the duration of the exclusivity arrangement under clause 3.1 and for a period of 2 (two) years after the Termination Date, solicit or 16. ANNOUNCEMENTS 16.1 Neither party shall make any public disclosure or publicity release relating to the existence of this transaction without having first obtained the written consent of the other party as to the terms manner and timing of such disclosure. 17. PROPER LAW 17.1 The construction validity and performance of this Agreement shall be governed by the laws of England and the parties agree to submit to the jurisdiction of the English Courts for all purposes relating to this Agreement. 18. CERTIFICATE OF VALUE 18.1 It is hereby certified that the transaction hereby effected does not form part of a larger transaction or series of transactions in respect of which the amount or value or aggregate amount or value of consideration exceeds L60,000. AS WITNESSED the hands of the duly appointed representatives of the parties on the date which first appears on page 1. SCHEDULE 1 Contracts and Customer List: BDSL Hardware Business Customers
- ----------------------------------------------------------------------------------------------------------------------------------- A F Cowie Esq BVSc BSc A F Cowie Veterinary MRCVS Surgery 2 16 Marine Drive Rottingdean BRIGHTON Sussex BN2 7HQ - ----------------------------------------------------------------------------------------------------------------------------------- A F Cowie Esq BVSc BSc A F Cowie Veterinary MRCVS Surgery 1 19 Montague Place Kemptown BRIGHTON East Sussex BN2 1JE A G Geldard Esq BVM&S A G Geldard MRCVS Veterinary Surgery 30 Stanhope Road South DARLINGTON Co Durham DL3 7SQ A J Barnes Esq BVSc A J Barnes Veterinary MRCVS Surgery 17 Manor Road Folkstone Kent CT20 2SA A J Kaye Esq BVetMed A J Kaye Veterinary MRCVS Surgery 28 St Pauls Road Clifton Bristol Avon BS8 1LR M N Clark Esq BVetMed Abbey Green MRCVS Veterinary Group Church Close BROADWAY Worcestershire WR12 7AH Abbey Green Gloucestershir W E R Cook Esq Veterinary Practice Abbey Cottage Abbey Terrace Nr Cheltenham e GL54 5LW L J Mutch Esq BVMS Abbey Moor South MRCVS Veterinary Centre 1 110-116 Halifax Road SHEFFIELD Yorkshire S6 1LH S A Estcourt Esq VetMB Abbey Moor South MRCVS Veterinary Centre 2 300 Shalesmoor SHEFFIELD Yorkshire S3 8UL A R Crawley Esq BVM&S Abbey Moor South MRCVS Veterinary Centre 3 11 Abbey Lane SHEFFIELD Yorkshire S8 0BJ A R Bennett Esq BVMS Abbey Veterinary Cambridgeshir MRCVS Centre 8 6 South Street Crowland Peterborough e PE7 1DA Abbey Veterinary South A D Duffy Esq BVSc MRCVS Group 1 254a Barnsley Road Cudworth Barnsley Yorkshire S72 8SS N Houchin Esq BVetMed Abbey Veterinary MRCVS Group 10 62 London Road READING Berkshire RG1 5AS J Galloway Esq BVM&S, Abbey Veterinary MRCVS Group 11 71 Canal Street Paisley Strathclyde PA1 2HP N Houchin Esq BVetMed Abbey Veterinary Henley on MRCVS Group 12 Grange Farm Badgemore Thames Oxfordshire RG9 4NZ J Galloway Esq BVM&S Abbey Veterinary MRCVS Group 13 19A Union Street Greenock Strathclyde PA16 8DD Abbey Veterinary South A D Duffy Esq BVSc MRCVS Group 2 340 Manchester Road Deepcar Barnsley Yorkshire S30 5RH Abbey Veterinary South A D Duffy Esq BVSc MRCVS Group 3 29 King Street Hoyland Barnsley Yorkshire S74 9JU Abbey Veterinary South A D Duffy Esq BVSc MRCVS Group 4 2 Thompson Hill High Green Barnsley Yorkshire S35 4JU Abbey Veterinary South A D Duffy Esq BVSc MRCVS Group 5 89 Dodworth Road BARNSLEY Yorkshire S70 6ED Abbey Veterinary South A D Duffy Esq BVSc MRCVS Group 6 15-17 Station Road Wombwell Barnsley Yorkshire S73 OAH G M Gabbutt Esq MA VetMB Abbeydale Veterinary MRCVS Centre 91 Preston New Road BLACKBURN Lancashire 8B2 6AY Abbott, Draper & R Fraser Esq BVMS MRCVS Fraser Harleigh Road BODMIN Cornwall PL31 1AQ D S Wilson Esq BVMS Abervet Veterinary Aberdeens MRCVS Centre Unit 8 The Court Yard Cults Scotland hire D S Wilson Esq BVMS Abervet Veterinary MRCVS Practice 28 Abbotswell Road ABERDEEN Grampian AB1 4AB R A MacGregor Esq BVM&S Acorn Veterinary MRCVS Centre 2 Woodstock Road LANARK Strathclyde ML11 7DH R P Phillips Esq BVSc(Q) Addiscombe Road MRCVS Veterinary Centre 263 Addiscombe Road CROYDON Surrey CR0 7HX D M Coghlan Esq MVB Adelaide Veterinary SOUTHAMPTO MRCVS Clinic Long Lane Bursledon N Hampshire S03 8DA 7 C Holford Esq BA VetMB Alcombe Veterinary MRCVS Centre 220 Home Lane Acton London W3 6PU T C Holford Esq BA VetMB Alcombe Veterinary MRCVS Surgery 1 459 Oldfield Lane North Greenford London UB6 0EU T C Holford Esq BA VetMB Alcombe Veterinary MRCVS Surgery 2 80 Nelson Road Whitton Twickenham Middlesex TW2 7AY D Helliwell BVM&S BSc Aldgate Veterinary North MRCVS Practice St. Jones Place Driffield Humberside YO25 7QD A R Bennett Esq BVMS All Creatures PETERBOROU Cambridgeshir MRCVS Veterinary Clinic 65 Ledbury Road GH e PE3 6RF Allan Heath A M Heath Esq MRCVS Veterinary Practice Upper Coombe Farm Coombe Road Royston Hertfordshire SG8 9SA R A Clarke Esq BVetMed Anchorage Veterinary MRCVS Hospital South Walsham Road ACLE Norfolk NR13 3EA S.D.B Hancox Esq BVSC Andale Veterinary CerVR Centre Lingley Road Great Sankey Warrington Cheshire WA5 3ND Anicare Veterinary Shoreham by K Bryson Esq MRCVS Group 1 61 West Street Sea West Sussex BN43 5WF N Blackwell Esq BVSc Anicare Veterinary MRCVS Group 2 Unit B Limbrick Corner Palatine Road Worthing West Sussex BN12 6JJ R Chandler Esq MA VetMB Anicare Veterinary MRCVS Group 3 203 Old Shoreham Road Southwick Brighton East Sussex BN42 4LS M S Wilson Esq BVSc Anicare Veterinary MRCVS Surgery 49 Portland Road HOVE East Sussex BN3 5DQ
Miss J A Burke BVSc MRCVS Animal Care Centre 24 Hillylaid Road THORNTON Lancashire FY5 1ST J C Chambers Esq BVetMed Anna House MRCVS Veterinary Hospital 1 3 Sandgate Hill FOLKESTONE Kent CT20 2JF J C Chambers Esq BVetMed Anna House MRCVS Veterinary Hospital 2 250 Cheriton Road Cheriton Folkestone Kent CT20 J D Blayney Esq BVSc Arden Forest MRCVS Veterinary Group 1 Cross Road Alcester Warwickshire B49 5EX W G Duncan Esq BVM&S Ark Veterinary MRCVS Surgeons 36 Forth Crescent Riverside Stirling Central FK8 1LG C J Purves Esq BVM&S Ashbank Veterinary MRCVS Centre 1 65 Thomson Place Corbie Hall Boness Edinburgh EH51 0AU C J Purves Esq BVM&S Ashbank Veterinary MRCVS Centre 2 9 Polmont Road FALKIRK Central FK2 9QQ Ashfield House Nottinghamshir B Sargeant Esq MRCVS Venterinary Hospital 142 Derby Road Long Eaton Nottingham e NG10 4ER Ashfield House B Sargeant Esq MRCVS Venterinary Surgery Hall Dyke Spondon Derby DERBYSHIRE DE21 7LF D W Ashworth Esq BVM&S Ashworth & Taylor MRCVS Veterinary Practice Union Terrace CRIEFF Tayside PH7 4DE R G R Aspinall Esq BVSc Aspinal Auld & Gloucestershir MRCVS Clarkson 1 108 Bristol Road Quedgetey e GL2 4NA R G R Aspinall Esq BVSc Aspinal Auld & Gloucestershir MRCVS Clarkson 2 96 Insley Gardens Hucclecote e GL3 3BA R G R Aspinall Esq BVSc Aspinall Auld & Gloucestershir MRCVS Clarkson 3 20 Glevum Way Abbeydale e GL4 9BL JC Pattison Esq BVetMed Attimore Veterinary MRCVS Hospital 1 15 Park Avenue Potters Bar Hertforshire EN6 5EN JC Pattison Esq BvetMed Attimore Veterinary WELWYN MRCVS Hospital 2 Ridgeway GARDEN CITY Hertfordshire AL7 2AD JC Pattison Esq BvetMed Attimore Veterinary MRCVS Hospital 3 22 The Common Hatfield Hertforshire AL10 0ND JC Pattison Esq BvetMed Attimore Veterinary WHEATHAMST MRCVS Hospital 4 4 Castle Rise EAD Hertforshire AL4 8HX Avenue Veterinary P M Creber BVSc, MERCVS Centre 'The Gables' 17 Avenue Road Malvern Worcestershire WR14 3AY Avenue Veterinary J Sterry Esq BVSc MRCVS Centre 2 Pendennis Avenue BRISTOL Avon BS16 5DW Avenue Veterinary C I Teare Esq BVSc MRCVS Surgery 2 2 Park Avenue REDCAR Cleveland TS10 3JZ Avon Vale Veterinary Dr Chris Colles MRCVS Group 5 Ralley Lodge Ralley Banbury Oxfordshire OX15 6DT Axe Valley Veterinary R J A Packer Esq MRCVS Practice The Veterinary Surgery Blackford Wedmore Somerset BS28 4NG Axe Valley Veterinary R J A Packer Esq MRCVS Practice 2 Brent Rd Highbridge SOMERSET TA9 4BL Axe Valley Veterinary R J A Packer Esq MRCVS Practice 3 St. Cuthberts St Wells SOMERSET BA5 2AP Axe Valley Veterinary R J A Packer Esq MRCVS Practice 4 Greystone Union St Cheddar SOMERSET BS27 3NA P S Aylmer Esq BVSc Aylmer & Cannon MRCVS Veterinary Surgery Albion Street Chipping Norton Oxfordshire OX7 5BN B J Shorten Esq MVB B J Shorten MRCVS Veterinary Surgery 748 Harrow Road Kensal Green London NW10 5LE Baguley & Boff C Baguley Esq BVSc Veterinary Surgeons MRCVS 1 53 Chorley Road Westhoughton Lancashire BL5 3PD C Baguley Esq BVSc Baguley & Boff Horwich- MRCVS Veterinary Surgery 2 158-160 Chorley New Road BOLTON Lancashire BL6 5QW Bailey & Mathewson Portable machine East Sussex TN39 4JB M Mathewson Esq BVetMed Green Leaves Veterinary 119 Little BEXHILL-ON- MRCVS Bailey & Mathewson Centre Common Road SEA East Sussex TN39 4JB A Bartholomew Esq BVSc Bartholomew MRCVS Veterinary Surgery 35 Iffley Road Oxford Oxfordshire OX4 1EA Beacon Hill Mrs Bowen-Brooks Veterinary Surgery Beacon Hill Road Hindhead Surrey GU26 6QN Beacons Veterinary D O Thomas Esq MRCVS Centre Ashfield Place Llanfaes BRECON Powys LB3 8EG Beechwood I A Hoffe Esq MRCVS Veterinary Surgery 2 The Avenue KIDSGROVE Staffordshire ST7 1AE J Begg Esq MRCVS Begg & Partners 40 Stonehouse Road Strathaven Strathclyde ML10 6LF A Bell Esq MRCVS Bell & Partners 1 4 Norton Hill Drive Wyken Coventry West Midlands CV2 3AS Weston under A Bell Esq MRCVS Bell & Partners 2 Grove Rise Wetherley Leamington SPA Warwickshire CV33 9BZ A E Arnold Esq MA VetMB Berghoff Veterinary MRCVS Surgery 81 Berghoff Road COLCHESTER Essex CO4 5AF Bevin, Butler & MARKET T Bevin Esq BVSc MRCVS Drummond 1 124 Northampton Road HARBOROUGH Leicestershire LE16 9HF Bevin, Butler & T Bevin Esq BVSc MRCVS Drummond 2 56 High Street Kibworth Leicestershire LE8 0HQ
Bevin, Butler & Northamptons T Bevin Esq BVSc MRCVS Drummond 3 2 Tresham Street Rothwell Ketterinag hire NN14 6ES Billon Veterinary R M Furber Esq MA VetBM Centre 259 Billon Road Rugby Warwickshire CV22 7EQ Mrs C E Stanford BVSc Birch Heath MRCVS Veterinary Clinic Birch Heath Road TARPORLEY Cheshire CW6 9UU T Shepherd Esq MA VetMB Birch Veterinary MRCVS Centre 21 Birch Road Oxton BIRKENHEAD Merseyside - L43 5UF Bishopton Veterinary North Mrs M Shilcock Group Mill Farm Studley Road RIPON Yorkshire HG4 2QR Ms Joe Lovett Black Sheep Surgery Unit 3 Warwick Road Fairfield In Louth Lincolnshire LN11 0YB Estate B P Viner Esp BVetMed Blythwood Veterinary MRCVS Clinic 2 500 Uxbridge Road PINNER Middlesex HA5 4SL J C S McCance Esq BVM&S Bond Street MACCLESFIEL MRCVS Veterinary Clinic 263 Park Lane D Cheshire SK11 8AE Bourton Vale Equine M Lucey Esq MRCVS Clinic Wyck Rd Lower Cheltenham Gloucestshire GL54 2EX Slaughter Bowbridge Veterinary Gloucestershir J Hunter Esq BVSc MRCVS Group 1 Bowbridge Surgery STROUD e GL5 2LA Bowbridge Veterinary Gloucestershir M J Rodgers Esq MRCVS Group 2 17 Gloucester Road Stonehouse e GL10 2NZ Braid Veterinary M D C Hall Esq BVM&S Hospital 1 171 Mayfield Road Newington Edinburgh EH9 3AZ Braid Veterinary M D C Hall Esq BVM&S Hospital 3 371 Leith Walk Leith Edinburgh EH6 8SE Bray House MELTON C Johnston Esq MRCVS Veterinary Practice 36 Asfordby Road MOWBRAY Leicestershire LE13 0HR P Bosworth Esq MA VetMB Brady Veterinary MRCVS Centre Sea Road North BRIDPORT Dorsel DT6 4RR J McGillivray Esq BVMS Brelades Veterinary MRCVS Surgery 1 Rothwell House Church Road Bookham Surrey KT23 3JP J McGillivary Esq BVMS Brelades Veterinary MRCVS Surgery 2 St Brelades - 20 Knoll DORKING Surrey RH4 3EP Road J McGillivray Esq BVMS Brelades Veterinary MRCVS Surgery 3 The Tannery Petcare Station Road Gomshall Surrey GU5 9LE Centre S G Dobromylskj BVetMed Broadland House MRCVS Veterinary Surgery High Street STALHAM Norfolk NR12 9AH A R Bennet Esq BVMS Broadway Veterinary PETERBOROUG Cambridgeshir MRCVS Hospital 158 Broadway H e PE1 4DG R H Brown Esq BVetMed Brown & Nuttall MRCVS Veterinary Practice 1 Chimneys Hallsham Road Heathfield East Sussex TN21 8AD Brown, Simpson & Ms L. M Slobo BVM&S Stobo Veterinary MRCVS Surgery 10 Drumlanrig Square HAWICK Borders TD9 0AS W J Ferries Esq BVMS Brownlow Veterinary MRCVS Centre Trimpley House Brownlow Road ELLESMERE Shropshire SY12 0AE D Fotheringham Esq BVMS Buchan House MRCVS Veterinary Clinic 1 19-21 High Street STRICHEN Grampian AB43 4SQ D Fotheringham Esq BVMS Buchan House MRCVS Veterinary Clinic 2 66 York Street Peterhead Grampian AB42 6SP D Fotheringham Esq BVMS Buchan House MRCVS Veterinary Clinic 3 29 Finlayson Street Fraserburgh Grampian AB43 5JW G D Burgess Esq BVM&S Burgess & Donald MRCVS Veterinary Surgery 58 Argyle Street INVERNESS Highland IV2 3BB business description business name address line 1 address line 2 town county post code R Beadle Esq BVetMed Buttercross Nottinghamshir MRCVS Veterinary Centre 1 Long Acre BINGHAM e NG13 8AF R Beadle Esq BVetMed Buttercross Nottinghamshir MRCVS e Veterinary Centre 2 Radcliffe-on-Trent BINGHAM NG13 8AF Miss C D Wilson BVMS C D Wilson Veterinary MRCVS Surgery 19 Steeple Street KILBARCHAN Strathclyde PA10 2JF C Evans Esq BVetMed BSc C Evans Veterinary MRCVS Surgery Callart Cottage Victoria Road FORT WILLIAM Highland PH33 6BG C H Bond Esq MA VetMB C H Bond Veterinary MRCVS Surgeon Durfold Cottage Durfold Hill, HORSHAM West Sussex RH12 3RY C J Jamieson BVM&S C J Jamieson Dorking Road MRCVS Veterinary Surgery 1 The Stables Locko Park Derby Derbyshire DE21 7BW C J Jamieson BVM&S C J Jamieson MRCVS Veterinary Surgery 2 28-30 Lower Ilkeston Derbyshire DE7 4LN Stanton Road Mrs C J Jamieson BVM&S C J Jamieson Nottinghamshir MRCVS Veterinary Surgery 3 205 Ilkeston Road NOTTINGHAM e NG7 3FW D H Black Esq BVM&S Caldew Veterinary MRCVS Practice Townhead Road DALSTON Cumbria CA5 7PZ Cambridge Veterinary Dept of Clinical Cambridgeshir C Smith Esq MRCVS School Veterinary Medicine Madingley Road CAMBRIDGE e CB3 0ES G S Greig Esq BVM&S Cameron & Greig MRCVS Veterinary Surgeons Ardmohr Stirling Road MILNATHORT Tayside Kinrosshire G Lloyd Esq BVetMed Camlas Veterinary MRCVS Surgery 1a Clive Place Severn Street WELSHPOOL Powys SY21 7AN Campsie Veterinary D Hamilton Esq Centre 2 Retreat Avenue Omagh N Ireland BT79 OHR
Carne Veterinary Mr P J Huxley BVSc MRCVS Hospital Porth Y Usk Gwent NP5 1RZ Carnegie & Lindsay Carne Street D B Carnegie Esq BVM&S Veterinary Surgeons Northumber MRCVS 1 Westgate HOLTWHISTLE land NE29 9AF Carnegie & Lindsay D B Carnegie Esq BVM&S Veterinary Surgeons MRCVS 2 6 Longtown Road BRAMPTON Cumbria CAB 1SJ E G D McCarrison BVMS MRCVS Carrick Vet Group 93 Newbold Road Chesterfield Derbyshire S41 7PS E G D McCarrison Esq Carrick Veterinary Clown BVMS Group 34 Mills Street Chesterfield Derbyshire S42 4JN Castle Veterinary K Gill Esq BVM&S MRCVS Centre 23 The Square ELLON Gramplan AB4 9JB Castle Veterinary Ms S Morgan Group 38 Fore Street Farmlingham Woodbridge Suffolk IP19 9DF H A Cathcart Esq MRCVS Cathcart & Winn 1 Leyton House 51 Hale Road Farnmham Surrey GU9 9RB C P Baxter Esq BVetMed Cedar Veterinary MRCVS Group 1 Clifton Veterinary Anstley Lane ALTON Hampshire GU34 2RH C Baxter Esq BVetMed Cedar Veterinary Surgery MRCVS Group 2 New Farm Road ALRESFORD Hampshire SO24 9QW C Baxter Esq BVetMed Cedar Veterinary MRCVS Group 5 Chawton End Branch Winchester Alton Hampshire GU34 5HD J R Pryke Esq BVetMed Chase Veterinary Road MRCVS Group 1 189 De La Warr Road Bexhill East Sussex TN40 2JY J R Pryke Esq BVetMed Chase Veterinary On Sea MRCVS Group 2 103-105 London Road ST LEONARDS East Sussex TN37 6AT J J Loubser Esq BVSc Chase Veterinary ON SEA MRCVS Group 3 89-91 Seaside Eastbourne Sussex BN22 7NL Chestnut House North A Loddo Esq Veterinary Centre 88 Church Street Sutton Humberside HU7 4TD P J Walden Esq BVetMed Chestnut Veterinary on Hull MRCVS Group 1 1 Hoe Lane Ware Hertforshire SG12 9LS A M Buckling Esq BVMS Chestnut Veterinary MRCVS Group 2 77 Fore Street Hertford Hertfordshire SG14 1AL Chine House Mrs Tracy Simpson Veterinary Group Siteby Hall Cossington Loughbrough Leicestershire L12 7RS Christopher N Carter Road C H Carter Esq MRCVS Veterinary Surgeon 224 Winchester Road Shirley Southampton Hampshire SO16 6TL I S Fielding Esq BVMS Church End MRCVS Veterinary Centre Trevarthlan Road ST AUSTELL Cornwall PL25 4BH R Williams Esq BVetMed Cinque Ports MRCVS Veterinary Centre 1 P O Road off Hawkhurst Kent TN16 4AS R Williams Esq BVetMed Cinque Ports High Street MRCVS Veterinary Centre 2 Station Road Lydd Kent East Sussex TN29 9ED R Williams Esq BVetMed Cinque Ports MRCVS Veterinary Clinic Rye Veterinary Cinque Ports RYE East Sussex TN31 7AN R A Clark Esq BVetMed Practice Square MRCVS Clark & Marshall 2 High Street Berkhampstead Hertfordshire HP4 2BS S N Clayton Esq BVSc Clayton & Cox Cleeve Mill Park Glous- MRCVS Veterinary Practice Veterinary Centre NEWENT cestershire GL18 1AZ Clent Hill Veterinary Mrs P Hampson Group 1 34 Stourbridge Road BROMSGROVE Worcestershire B61 OAE Clent Hill Veterinary Mrs P Hampson Group 2 12 Kidderminster Road Stourbridge West Midlands DY9 0QD Clevedale Veterinary Uplealham Sawmill A Knox Esq MRCVS Practice Home Farm Uplealham Redcar CLEVELAND TS11 8AG J M Daykin Esq BVSc Cliffe Veterinary MRCVS Group Radstocke House 21 Cliffe LEWES East Sussex BN7 2AH A J Rodgers Esq BVetMed Clifton Road High Street BSc MRC Veterinary Hospital 30 Clifton Road Norwood London London SE25 6NJ A J C Parker Esq BVetMed Clifton Villa MRCVS Veterinary Surgery 1 10 Cross Street Camborne Cornwall TR14 8EU A J C Parker Esq BVetMed Clifton Villa MRCVS Veterinary Surgery 2 Coronation Terrace Richmond Truro Cornwall TR1 3HJ P Farrington BVetMed Coach House Hill MRCVS Veterinary Clinic Burlyns East Woodhay Newbury Berkshire RG15 0NU Coastway Veterinary Shoreham by T Cowle Esq MRCVS Group 67 High Street Sea Sussex BN43 5DE C Cheetham Esq BVSc Colin Cheetham MRCVS Veterinary Centre 1 Quantock Terrace The Drove BRIDGEWATER Somerset TA6 4BA C Cheetham Esq BVSc Colin Cheetham MRCVS Veterinary Centre 2 Castle Street Nether Stowey Somerset TA6 F L Brock Esq BVMS Collier & Brock MRCVS Veterinary Surgeons 70 Portland Road TROON Strathclyde KA10 6QU Cook & Timson N Timson BVSc MRCVS Veterinary Surgery James Street Louth Lincolnshire LN11 0JW Cooper & Partners Veterinary Surgeons Mrs C A Lees 1 37 Monk Street Tuttbury Staffordshire DE13 9NA T Frost Esq MA VetMB Cornerstone WOLVERHAMP MRCVS Veterinary Centre 2 Northwood Park Road Bushbury TON West Midlands WV10 8ET
F M Coults Esq BVM&S Coults & Coults MRCVS MsRCVS 1 15 Shortmead Street BIGGLESWADE Bedfordshire SG18 0AT F M Coults Esq BVM&S Coults & Coults MRCVS MsRCVS 2 31 High Street Sandy Bedfordshire SG19 1AG Crescent Veterinary MELTON Mr I J J Knott Clinic The Crescent MOWBRAY Leicestershire LE13 0NF W T Leadbitter Esq BVMS Croft Veterinary COCKERMOUT MRCVS Group 1 West Croft Brigham H Cumbria CA13 0TH W T Leadbitter Esq BVMS Croft Veterinary MRCVS Group 2 18 Curzon Street Maryport Cumbria CA13 0TH W T Leadbitter Esq BVMS Croft Veterinary MRCVS Group 3 187 Harrington Road Workington Cumbria CA14 3XD A R Callegari Esq BVMS Crofts Veterinary MRCVS Centre 2 Park Road BRECHIN Tayside DD9 Cromwell Veterinary Ms E Joy Group 1 57 Great Whyte Ramsey Cambridgshire PE17 1HL J E Brown Esq BVMS Cromwell Veterinary Cambridgeshir MRCVS Group 2 36 St Johns Street HUNTINGTON e PE18 6DD Cromwell Veterinary Cambridgeshir A Taylor Esq Group 3 White House 1 Linacre Place St Neots e PE19 8AL Cromwell Veterinary Cambridgeshir Ms S Edwards Group 4 Unit 4 Burleigh Centre Canstable Road St Ives e PE17 6EP Crossroads Buckinghamshi Mall the main practice Veterinary Centre 351 Amesham Road Hazlemere re HP15 7HL M H Walters Esq BVSc Crossroads HIGH Buckinghamshi MRCVS Veterinary Centre 54 West Wycombe Road WYCOMBE re HP11 2LP D A Clare Esq BVSc D Clare & Associates MRCVS 1 51 Three Bridges Road Three Bridges CRAWLEY West Sussex RH10 1JJ D A Clare Esq BVSc D Clare & Associates MRCVS 2 62 Brighton Road Southgate CRAWLEY West Sussex RH10 6SX D D Milton Esq BSc BVM&S D D Milton Veterinary MRCVS Surgery The Green Skelton PENRITH Cumbria CA11 9SQ Berwick Upon Northumberlan D G RolloEsq MRCVS D G Rollo MRCVS 3-4 The Chandtery Quayside Tweed d TD15 1HE D H Grove-White Esq BVSc D H Grove-White MRCVS Veterinary Practice Glan Aber Cefnddwysam Bala Gwynadd LL23 7HF D J Smith Esq BVSc D J Smith Veterinary MILTON Buckinghamshi MRCVS Centre 1 3 Harrier Court Eaglestone KEYNES re MK6 5BZ D J Smith Esq BVSc D J Smith Veterinary MILTON Buckinghamshi MRCVS Centre 2 36 Purbeck Stantonbury KEYNES re MK14 6OB D M McDowell Esq BVMs D M McDowell MRCVS Veterinary Surgery 1 9 Courthhouse Street OTLEY West Yorkshire LS21 3AN D M McDowell Esq BVMs D M McDowell MRCVS Veterinary Surgery 2 8 The Crescent Adef Leeds West Yorkshire LS16 6AA D M Terry Esq BVetMed D M Terry Veterinary MRCVS Surgery 1 16/18 New Village Road Cottingham Humberside HU16 4LT D M Terry Esq BVetMed D M Terry Veterinary North MRCVS Surgery 2 1-2 Park Street Anlaby Road HULL Humberside HU3 2JF D Norman Esq MA VetMB D R F Norman MRCVS Veterinary Practice 324 Biscol Road LUTON Bedfordshire LU3 1AZ N H Roberts Esq BVSc Dalehead Veterinary North MRCVS Group Station Road SETTLE Yorkshire BD24 9AA Damory Veterinary BLANDFORD Mrs C Raven Clinic Edward Street FORUM Dorset DT11 7QT David Cuffe & D Cuffe Esq MRCVS Associates 1 348 South Lambeth Rd Stockwell Stockwell LONDON SW8 1UQ David Place D J Hamilton Esq MA VetMB Veterinary Hospital 1 8 David Place St Heller Jersey JE 4TD David Place Route des D J Hamilton Esq MA VetMB Veterinary Hospital 2 Leodis Veterinary Surgery Quennevals St Brelade Jersey JE3 8FP C Davies Esq MA VetMB Davies & Evans Gloucestershir MRCVS Veterinary Surgeons Downington LECHLADE e GL7 3DL Davison Veterinary Nottinghamshir J L Davison Esq MRCVS Surgeons 1 65 Itkeston Road Nottingham e NG7 3GR Davison Veterinary NOTTINGHAM J L Davison Esq MRCVS Surgeons 2 61 South Rd Nottingham SHIRE NG2 7AH Davison Veterinary NOTTINGHAM NG12 J L Davison Esq MRCVS Surgeons 3 101 Nottingham Rd Keyworth Nottingham SHIRE 5GW M R Johnston Esq BVetMed Dier & Johnston CROWBOROUG MRCVS Veterinary Surgeons The Well House Crowborough hill H East Sussex TN6 2SE Donaldson & R S Donaldson Esq BVMS Partners Veterinary MRCVS Practice Maple Street Aspley Huddersfield West Yorkshire HD5 9AX R S Donaldson Esq BVMS Donaldson & Partners MRCVS Veterinary Practice Miry Lane Thongsbridge West Yorkshire HD7 2RY Drumahoe Veterinary Co Ms MA Lafuente Garcia Clinic 4 Ardlough Road Drumahoe Londonderry Londonderry BT47 1SW J A Black Esq BVM&S Dunelm Veterinary MRCVS Group 106 Gilesgate Durham Co Durham DH1 1JA
E J G Brander Esq BVMS E J G Brander MRCVS Veterinary Surgery 20-22 Baltron Road KILLEARN Central G63 9NJ Mrs E M Shirley-Beavan Gloucestershir MRCVS E M Shirley-Beavan Grange Hill Farm Naunton Cheltenham e GL54 3AY Eagle Veterinary K Thomas Esq BVMS Group Norwich Road Halesworth Suffolk IP19 8HY Eastcott Veterinary P Southerdern Esq MRCVS Clinic 59 Bath Road Old Town Swindon Willshire SN1 4AU M Jeffreson Esq MA VetMB Eastfield Veterinary Station Road- South MRCVS Clinic 1 Eastfield Farm North Thoresby GRIMSBY Humberside DN36 5QU M Jeffreson Esq MA VetMB Eastfield Veterinary MRCVS Clinic 2 88 Hardy's Road Cleethorpes Lincolnshire DN35 0DN A E J Waddilove Esq MA Eastgate Vet. Group Bury St VetMB MRCVS 1 Cotton Lane Surgery Edmunds Suffolk IP33 1XW J Waddilove Esq MA VetMB Eastgate Veterinary Riverside Veterinary MRCVS Group Clinic Milden Hall Suffolk IP28 7DP A E J Waddilove Esq MA Eastgate Veterinary VetMB MRCVS Group 2 37 Bury Road Thetford Suffolk IP24 3AW S B Glas Esq BVetMed Edwards & Glas MRCVS Veterinary Surgeons Regency Houset Bow Street LANGPORT Somerset TA10 9PS Edwards Jose & Gray P S Edwards Esq MRCVS MRCVS The Surgery The Square Gillingham DORSET SP8 4AY B A Stephens Esq BVM&S Elms Veterinary MRCVS Centre 30 Gloucester Street Faringdon Oxfordshire SN7 Endell Veterinary D Karr Esq MRCVS Group 49 Endless Street Salisbury Willshire SP1 3UH D.G. Von Schweinitz Esq Equine Veterinary DVM BSc Clinic 1 Greyfriars Farm Hogs Back Guilford Surry GU3 1AQ R W Gray Esq BVetMed BSc Equipet Veterinary MRCVS Centre 24 Nicol Street KIRKCALDY Fife KY1 1RP Equipet Veterinary Ms R Denlon Clinic High Street Burntisland Fife KY3 9AP Mrs M J Fraser BVMS Esk Valley Veterinary MRCVS Surgery 52 Buccleuch Street Dalkelth Lothian EH22 1AB R D Stevens Esq BVscMsc Exeter Veterinary MRCVS Centre 15 Exeter Street Bourne Lincolnshire PE10 9NW P J Evans Esq MA VetMB MRCVS Eye Veterinary Clinic Moreton Eye LEOMINSTER Herefordshire HR6 0DP F Noble Esq BVM&S F Noble Veterinary Teignmouth Veterinary MRCVS Surgery 1 Surgery Maudlin Drive TEIGNMOUTH Devon TQ14 8RU F Noble Esq Esq BVM&S F Noble Veterinary MRCVS Surgery 2 46 Park Road DAWLISH Devon EX7 9LL L T A Brain Esq Fairview Veterinary BVMS.,MRCVS Centre 36 High Street NEW DEER Grampian AB53 6SX Fellside Veterinary Stanhope-in- Mrs Suzette Jopling Group 1 Cowgarth Hill Weardale Co Durham DL13 2PA Fenton Veterinary HAVERFORDW Mr C Bird Practice 21 Portfield EST Dyfed SA61 1BN W E Skelton Esq BVSc Fitzalan House MRCVS Veterinary Group 1 6a River Road Arundel West Sussex BN18 9DH W E Skelton Esq BVSc Fitzalan House LITTLEHAMPTO MRCVS Veterinary Group 2 31 Fitzalan Road N West Sussex BN17 5ET W E Skelton Esq BVSc Fitzalan House MRCVS Veterinary Group 3 2 Church Hill Angmering West Sussex BN16 4EG W E Skelton Esq BVSc Fitzalan House MRCVS Veterinary Group 4 11 Sea Lane East Preston West Sussex BN16 Forest Lodge R Wilson Esq MRCVS Veterinary Practice 1 14 Barton Court Road New Milton Hampshire BH25 6NP Forest Lodge R Wilson Esq MRCVS Veterinary Practice 2 66 Milford Road Pennington Lymington Hampshire SO41 6DU R F Foster Esq BVetMed Foster & Seward MRCVS Veterinary Surgeons 90 Winchester Road BASINGSTOKE Hampshire RG21 1UH Four Dales Veterinary North M Howelle Esq MRCVS Practice 1 4 Howe End Kirkbymoorside Yorkshire YO6 BD G E Skinner BA VetMB BSc Four Dales Veterinary North MRCVS Practice 2 74 Bondgate Helmsley YORK Yorkshire YO6 5EZ Four Dales Veterinary North M Howelle Esq MRCVS Practice 3 Main Street Stillington Yorkshire YO6 1LA Foxgrove Veterinary C C Jefferies Esq MRCVS Surgery 8 Foxgrove Road Beckenham Kent BR5 5AT R W Herdman Esq BVSc Francis & Herdman MRCVS Veterinary Practice Milford Farm Mill Street Bakewell Derbyshire DE4 1DX F J O Anthony Esq BVMS Fresh Acre Veterinary MRCVS Surgery Fresh Acre Flaggoners Green Bromyard Herefordshire HR7 4QR Fry, Usher & Edwards P G Fry Esq MRCVS MsRCVS Drump Road Redruth Redruth Cornwall TR15 1SW G Austin Esq BVetMed G Austin Veterinary MRCVS Surgery Kerswill House IVYBRIDGE Devon PL21 9HT G L Hall Veterinary LEAMINGTON G L Hall Esq BVSc MRCVS Surgery 123 Heathcote Road SPA Warwickshire CV31 2LX
S J Cherry Esq BVM&S Gables Veterinary MRC Centre 28 Norwood Beverley East HU17 9HB Yorkshire N D Walker Esq BVSc Gatehouse Veterinary MRCVS Hospital 1 2 Long Lane Hoole Chester Cheshire CH2 2PD N D Walker Esq BVSc Gatehouse Veterinary MRCVS Hospital 2 Lavister Rossset WREXHAM Clwyd LL12 0DF R I Heathcole Esq BVM&S Gaylon Veterinary MRCVS Group Gayton House 40 Hatchlands Redhill Surrey RH21 6AT Road Mrs M J Davies BVMS Gele Veterinary MRCVS Centre Llanfair Road ABERGELE Clwyd LL22 8DH C George Esq BVetMed George & Partners ME13 MRCVS Veterinary Clinic Lady Dane Veterinary Graveney Road Faversham Kent 7LRBUR Centre Gibson's Veterinary M Gibson Esq MRCVS Clinic Braunston Road OAKHAM Leicestershire LE15 6LD Glimoor Veterinary Miss F Allen BVMS MRCVS Clinic 1 37 Marshall Terrace Gilesgate DURHAM Co Durham DH1 2HX Glimoor Veterinary Moor Miss F Allen BVMS MRCVS Clinic 2 81 Durham Road Spennymoor Durham co Durham DL16 6JW M Bowditch Esq BVetMed Girling & Bowdilch MRCVS Veterinary Surgeons 8 The Square BEAMINSTER Dorset DT8 3AW T J King Esq BVMS MRCVS Glasgow University 48 Whitelees Road LANARK Strathclyde ML11 7RX Glenburn Veterinary J M Hit Esq MRCVS Clinic 7 Nutis Corner Road Crumlin co Antrim BT29 4BW Glenleigh Veterinary G Parkinson Esq MRCVS Practice Glenleigh 58 Wingfield Trowbridge Wiltshire BA14 9EW Rd D Holmes Esq BVSc Golden Valley MRCVS Veterinary Hospital 1 Nailsea Park Nailsea BRISTOL Avon BS19 1BD D Holmes Esq BVSc Golden Valley MRCVS Veterinary Hospital 2 2 The Vinery - Harford Chew Magna near BRISTOL Avon BS18 8RD Square North A P W Norrie Esq BVM&S Grant Norrie & MRCVS Almond 1 Oaklands Park Street Masham Yorkshire HG4 4HN A P W Norrie Esq BVM&S Grant Norrie & North MRCVS Almond 2 Forest House Northend Bedale Yorkshire DL8 1AF Greenmount S Nelson Esq MRCVS Veterinary Clinic 72 Gilford Road Portdown CO Armagh N-Ireland BT63 5HT Greenwood P M Bird Esq BVSc MRCVS Veterinary Clinic 1 90 Swakeleys Road ICKENHAM Middlesex UB10 8BB Greenwood P M Bird Esq BVSc MRCVS Veterinary Clinic 2 59 Station Approach South Rystead Middlesex HA4 6FL Greenwood P M Bird Esq BVSc MRCVS Veterinary Clinic 3 21 Lady Margaret Road SOUTHALL Middlesex UB1 2PJ Greenwood P M Bird Esq BVSc MRCVS Veterinary Clinic 4 102 Neld Road HAYES Middlesex UB3 1SH Greenwood P M Bird Esq BVSc MRCVS Veterinary Clinic 5 64 The Greenway UXBRIDGE Middlesex UB8 2PL Greenwood P M Bird Esq BVSc MRCVS Veterinary Clinic 6 Derwent Drive Hayes End Middlesex UB3 1SH Greenwood Challon St Buckingham- P M Bird Esq BVSc MRCVS Veterinary Clinic 7 Clifton Coltage 58 Lower Road Peter shire SL9 9AA Ten Miller Esq BVM&S Grove Veterinary Barrow In MRCVS Surgery 231 Rawlinson Street Furness Cumbria LA14 1DW A Mclean Esq BVM&S Hadrian Veterinary Northumberland MRCVS Group Dene Avenue HEXHAM NE46 1HJ I G Jones Esq MA VetMB Hafren Veterinary MRCVS Group Hafren Surgery Llanldloes Road NEWTOWN Powys SY16 1HA Hale Veterinary N J Burden Esq MRCVS Group 1 Hale House 19 Langtey Road CHIPPENHAM Willshire SN15 1BS P R Seymour Esq MA Hall Court Veterinary South VetMB MRCVS Group 1 227B Handsworth Handsworth Sheffield Yorkshire S13 9BJ Road P R Seymour Esq MA Hall Court Veterinary South VetMB MRCVS Group 2 1 St Leonards Close Dinnington SHEFFIELD Yorkshire S31 7RL Hampton Veterinary E L Bryson Esq Centre Hampton Heath Malpas Cheshire SY14 8JQ Miss J L Mathews BVetMed Haven Veterinary MRCVS Group 1 1 James Street LLANELLI Dyfed SA15 1DU Haven Veterinary R M Livie Esq BVMS Surgeons Bridgefoot Steam Mill Lane Great Yarmouth Norfolk NR31 0HP C L Butler Esq BVSc Hawthorn Lodge MRCVS Veterinary Surgery 1 Old Parr Road BANBURY Oxfordshire OX16 8HT R C Scammell Esq BVSc Haydon Veterinary MRCVS Group Haydon House 83 West BRIDPORT Dorset DT6 5BN Allington F G Hayhurst Esq BVSc Hayhurst & Jones MRCVS Veterinary Surgery Greenfield Road Wern Veterinary RUTHIN Clwyd LL15 1EY Practice R Green Esq BVetMed Heath Veterinary HAYWARDS MRCVS Clinic 7 Queens Road HEATH West Sussex RH16 1EH C Troughton Esq BVetMed Heath Veterinary South MRCVS Surgery 1 326 Whiltchurch Road CARDIFF Glamorgan CF4 3NG C Troughton Esq BVetMed Heath Veterinary MRCVS Surgery 2 123/5 Heot-Y-Derl Rhiwbina Cardiff Glamorgan CF2 6PA C Troughton Esq BVetMed Heath Veterinary MRCVS Surgery 3 291 Cyncoed Road Cyncoed Cardiff Glamorgan CF2 6PA
J Greenwood Esq BVSc Hey & Greenwood MRCVS Veterinary Practice 127 Wennington Road Southport Lancashire PR9 7AF J Greenwood Esq BVSc Hey & Greenwood MRCVS Veterinary Surgery 9 Holly Lane - Rufford ORMSKIRK Lancashire L40 1SH Hillside Veterinary R Pescod Esq MRCVS Centre 146 Crewe Road Nantwich Cheshire CW5 6NB J Hodgson Esq MRCVS Hodgson & Hunter 1 Galemire Veterinary Galemire Cleator Moor CUMBRIA CA25 5QU Hollycroft Veterinary Hospital D M Summners Esq BVMS Center 66 Roston Drive Hollycroft Est Hinckley Leicestershire LE10 OXP Hinckley Hereford & D Wise Esq Holme Lacy College Holme Lacey Hereford Worcester HR2 6LL Mrs C L Hopkinson BVSc Hopkinson & Hurst MRCVS Veterinary Practice 16 Nottingham Road Alfreton Derbyshire DE5 7HL Howe, Starnes & A Stames Esq BVetMed Gatward Veterinary MRCVS Surgery Fairfield House UCKFIELD East Sussex TN22 5DG E M R Hughes-Parry Esq Hughes-Parry & Cambridgeshir MRCVS Associates 34 High Street LONGSTANTON e CB4 5BS Hutchison Dunlop & J C Hutchison Esq BVM&S Baird Veterinary MRCVS Surgery Hallfield Lane WETHERBY West Yorkshire LS22 6JU I S Peek Veterinary I S Peek Esq BVMS MRCVS Surgery 6 Golden Square DUNS Berwickshire Borders TD11 3AW P R Kemble Esq BVSc Icknield Veterinary MRCVS Group 1 25 Princes Street DUNSTABLE Bedfordshire LU6 3AS P R Kemble Esq BVSc Icknield Veterinary MRCVS Group 2 367 Luton Road HARPENDEN Hertfordshire AL5 3LZ P R Kemble Esq BVSc Icknield Veterinary MRCVS Group 3 1 Brook Street LUTON Bedfordshire LU3 1 OS J L Watkinson Esq BVSc J & J L Watkinson North MRCVS Veterinary Practice Hollin Rigg - LEYBURN Yorkshire DL8 5HD Middleham Road J A O Davies Esq BVSc J A O Davies MRCVS Veterinary Surgery 3 Oxford Road Hay - On - Wye Hereford Herefordshire HR3 5AJ J Knott Esq BA VetMB BSc J B & J E Knott Worthy Down Lane - Kings MRCVS Veterinary Surgery Upper Hookpit Farmhouse Worthy WINCHESTER Hampshire SO21 2RR J B Holroyd Esq BVMS J B Holroyd MRCVS Veterinary Surgery 1 175 Whalley Road Clayton- Le-Moors Accrington Lancashire BB5 5HD J B Holroyd Esq BVMS J B Holroyd MRCVS Veterinary Surgery 2 1 Simmons Street BLACKBURN Lancashire BB2 1AX J B Johnson Esq BVSc J B Johnson MRCVS Veterinary Surgery Oakhill Veterinary Centre Langley Lane PRESTON Lancashire PR J O Kirk Esq BVM&S J O Kirk Veterinary MRCVS Practice Highfield 85 Eastgate Steaford Lincolnshire NG34 7EE J R W Sedgwick Esq J R W Sedgwick MRCVS Veterinary Surgery The Grand Theatre Cockermouth Cumbria CA13 9PZ J V Murphy JV Murphy Esq MRCVS Veterinary Practice 52 Clarendon Street Leamington Spa Warwickshire CV32 4PE Jackson Wheeler & Bilson Veterinary Mrs P Clark Surgery 107 Carisbrooke Road NEWPORT Isle Of Wight PO33 1HP G R Wienand Esq BVSc Joel Street Veterinary MRCVS Clinic Joel Street Farm EASTCOTE Middlesex HA5 2PD Jonathan Wood J Wood Esq MRCVS Veterinary Surgery 1 'Roysden' Barnstaple Cross Crediton Devon EX17 2EP Jonathan Wood J Wood Esq MRCVS Veterinary Surgery 2 32 East Street Crediton Devon EX17 3AX Jones & Jones S Jones Esq BVSc MRCVS Veterinary Surgery 142 Church Street HAYDOCK Lancashire WA11 0LA Julie Hims Veterinary Ms Julie Hims Surgery 67 High Street Rocester Utloxeter Staffordshire ST14 5JU Kebir House NORTHALLERT North M Glover Esq BVSc MRCVS Veterinary Group Kebir House 17a East Road ON Yorkshire DL6 1NP K F S Bishop Esq BVM&S Kenwood Veterinary Northamptons MRCVS Surgery 6 Station Close Daventry hire NN11 5AG P Atkinson Esq MA VetMB Kingston Veterinary MRCVS Group 1 Kingston House Long Street Sherborne Dorset DT9 3DB I J Smith Esq BVM&S Kingsway Veterinary North MRCVS Group 73 Otley Road SKIPTON Yorkshire BD23 1HJ I J Smith Esq BVM&S Kingsway Veterinary MRCVS Practice Branch - Silsden Silsden West Yorkshire BD20 9BL G M Tremain Esq MA VetMB Kitio & Tremain MRCVS Veterinary Surgery 1 Farm Mill Lane WITNEY Oxfordshire OX8 6BJ L D Davies Esq BVM&S L D Davies BVM&S MRCVS MRCVS 20 Bridge Street LAMPETER Dyled SA48 7AA Lane & Murray LEAMINGTON D R Lane Esq BSc FRCVS Veterinary Hospital 1 Guy Street SPA Warwickshire CV32 4RX N A Forbes Esq BVetMed Lansdown Veterinary Clockhouse Veterinary Gloucestershir FRCVS Surgeons Hospital Wallbridge STROUD e GL5 3JD D M Leith Esq BVetMed Leadon Vale MRCVS Veterinary Centre Lower Road Trading Estate LEDBURY Herefordshire HR8 2DH R J Leadsom Esq BVSc MRCVS Leadsom & Parker 1 5a Preston New Road Churchtown Southport Merseyside PR9 8PB
R J Leadsom Esq BVSc MRCVS Leadsom & Parker 2 309 Liverpool Road Birkdale Southport Merseyside PR8 3DE Longmead Veterinary L R Davies Esq MRCVS Centre Longmead Shaltesbury DORSET SP7 8PL H L Jones Esq BVSc Love-Jones, Killen & MRCVS Dawson 1 Highcroft 615 Wells Road BRISTOL Avon BS14 9BE Veterinary Surgery H L Jones Esq BVSc Love-Jones, Killen & MRCVS Dawson 2 4 Smythe Road Bedminster Bristol Avon BS A R Bennett Esq BVMS Lyon & Bennett Cambridgeshire MRCVS Veterinary Practice 6 Barr Street Whittlesey PE7 1DA M Brancker Miss M Brancker Veterinary Surgery 38 Streetly Lane Sutton Coldfield West Midlands B74 4TU M Kwok Veterinary Northamptonshire Miss M Kwok MRCVS Surgery 15 Vicarage Road Northhampton NN1 4RY M O Pinney Esq M O Pinney BVetMed MRCVS Veterinary Surgery 34 Studley Road LUTON Bedfordshire LU3 1BD I G Macqueen Esq MacQueen Veterinary BVetMed MRCVS Centre 57 New Park Street DEVIZES Willshire SN10 1DP Maguire, Lawrie & A Lawrie Esq Lawrie 55 Main Street Cumbernauld Strathclyde G67 2RT BVMS MRCVS Maguire, Lawrie & Lawrie Veterinary A Lawrie Esq BVMS Surgery 25 Griffiths Street FALKIRK Central FK1 5QY MRCVS Mainstone Veterinary K McLeod Esq MRCVS Clinic 19 Fleming Avenue North Baddesley Southhampton Hampshire SO52 9EJ Mainstone Veterinary M K J MacLeod Esq BVMS Clinic Mainstone Romsey Hampshire SO51 6BA W T Turner Esq Mandeville Veterinary BVetMed MRCVS Hospital 15 Mandeville Road NORTHOLT Middlesex UB5 5HD Ms E Till Marshall & Till 1 134 Osmaston Road Derby Derbyshire DE1 2RF R H Till Esq MA VetMB MRCVS Marshall & Till 2 20 Campbell St Belper DERBYSHIRE DE56 1AP Martin Grace Nottinghamshire M Grace Esq MRCVS Veterinary Surgeon 277 Woodborough Road Nottingham NG3 4JU McKeating & Lehner Bishops F McKeating Esq MRCVS Veterinary Surgery Rye Street Stortford Hertfordshire CM23 2SY A W McTaggart Esq BVMS McTaggert Veterinary MRCVS Group 47 Vennal Street DALRY Strathclyde KA24 4AG Metcalfe & Hum North A P Hum Esq BVSc MRCVS Veterinary Surgery Cupplesfield Bainbridge LEYBURN Yorkshire DL8 3HA P G Robins Esq MA Midsummer Cambridgeshire VetMB MRCVS Veterinary Surgery 25 Hamilton Road CAMBRIDGE CB4 1BP J R Drew Esq Midmay Veterinary BVetMed MRCVS Centre 1 20A Hill Road Oakley Basingtoke Hampshire RG23 7HR J R Drew Esq Midmay Veterinary BVetMed MRCVS Centre 2 77 Eastgate Street WINCHESTER Hampshire SO23 8DZ Milleddygon Mr R I Davies Esq Bodrwnshwn BVM&S MRCVS Veterinary Group Bodrwnshwn Rhosnelgr ANGLESEY Gwynedd LL63 5SG Mrs C Clarke MA Mill House VetMB MRCVS Veterinary Surgery 20 Tennyson Avenue KINGS LYNN Norfolk Co PE30 2QG Millburn Veterinary L McNeill Esq Practice 135 Millburn Road COLERAINE Londonderry BT52 1QY D J Wright Esq Minster Veterinary Nottinghamshire BVM&S MRCVS Centre 52 Westhorpe SOUTHWELL NG25 0NG Mintern & Hill Mrs J Hill Veterinary Practice 1 295 Broomfield Road Chelmsford Essex CM1 4DU D J Allison Esq Miramar Veterinary BVM&S MRCVS Centre 15 Holt Road SHERINGHAM Norfolk NR26 8NA D J Allison Esq Miramar Veterinary BVM&S MRCVS Practice 46 Hight Street Overstrand Norfolk NR26 8NA Moorland Veterinary B Riley Esq MRCVS Centre St Lukes House Vicarage Road LEEK Staffordshire ST13 6AS Mrs R Vernon BVSc Cert Mrs R Linden House CHP MRCVS Veterinary Centre 22a Victoria Road Disa Norfolk IP22 3HW A D Ladds Esq BVSc Mullacott Veterinary MRCVS Hospital Bickenbridge Farm ILFRACOMBE Devon EX34 6NZ N P Munnings Esq BVSc Munnings Mitchell & MRCVS Peplow 2 Seymour Cottage TOTNES Devon TQ9 5BT N P Munnings Esq BVSc Munnings Mitchell & MRCVS Peplow 1 115 Preston Down Road Palgnton Devon TQ3 1DS Mrs N A Chadwick N A Chadwick BVMS MRCVS Veterinary Surgery 195 Derby Road LOUGHBOROUGH Leicestershire LE11 0HJ N B D Henderson Esq N B D Henderson MVB MRCVS Veterinary Surgery 144 Parrock Street GRAVESEND Kent North DA12 1EY N J Jackson Esq N J Jackson BVM&S MRCVS Veterinary Surgery Toft Lodge Raskelf Road Easingwold Yorkshire YO6 3LA Nantwich Veterinary Ms S Hodgekins Group 4 Tower House-Maer Lane Market Drayton Shropshire TF9 ETT Nantwich Veterinary Nantwich Veterinary Ms S Hodgekins Group Hospital Crewe Road End NANTWICH Cheshire CW5 5SF
R P Brain Esq BVetMed New Street Veterinary MRCVS Centre 62 New Street HONITON Devon EX14 8BZ N L Davies Esq BVSc Newnham Court MRCVS Veterinary Clinic Bearsted Road Weavering MAIDSTONE Kent ME14 5EL J P Hawkins Esq BVetMed Northlands Veterinary Northampton- BA Hospital 2 Northampton Road KETTERING shire NN15 7JU S J CherryEsq BVM&S Norwood Veterinary MRCVS Group 28 Norwood BEVERLEY Humberside HU17 9HB D L Richards Esq BVSc Oak Veterinary Group MRCVS 1 Prendergast Place Farm Prendergast Haverfordwest Dyfed SA61 2PL R Barrowman Esq BVetMed Oak Veterinary Group The Oak Veterinary Clarbeston HAVERFORD- MRCVS 2 Surgery Road WEST Dyfed SA63 4UH R G Russ Esq BVetMed Oaklands Veterinary MRCVS Centre High Leven YARM Cleveland TS15 9JT P.G. Birch Esq MRCVS Oaksford & Birch 1 37 Grass Royal Yeovil Somerset BA21 4JW R Oaksford Esq MRCVS Oaksford & Birch 2 The Exchange Yetminster Dorset DT9 6LF Oakwood Veterinary Mrs S J N St Pierre Clinic 321 Junction Road Burgess Hill West Sussex RH15 0PY MRCVS Mrs S J N St Pierre Oakwood Veterinary MRCVS Practice Gatehouse Lane Burguess Hill Sussex RH15 8XB J Brentnall Esq BVSc Old Pound Veterinary MUCH MRCVS Centre 1 Much Wenlock WENLOCK Shropshire TF13 6AH J Brentnall Esq BVSc Old Pound Veterinary Donnington MRCVS Centre 2 Bradley Road Wood Telford Shropshire TF2 7PY J Brentnall Esq BVSc Old Pound Veterinary MRCVS Clinic 4 7 Bridgenorth Road Broseley Shropshire TF12 J Brentnall Esq BVSc Old Pound Veterinary MRCVS Hospital 3 44 Park Street Madefey Shropshire TF7 5LD Old Stone Veterinary W P McCullough Esq Surgery 3 Springmount Road Clough Ballymana Co Antrim BT44 9FR J P Oliver Esq BVSc Oliver Mainland MRCVS Veterinary Clinic 1 23 Brynford Street Hollywell Clwyd CH8 7RD T R Mainland Esq MA Oliver Mainland VetMB MRCVS Veterinary Clinic 2 2 Aberconway Road PRESTATYN Clwyd LL19 9HH Orchard Veterinary A Wilson Esq MRCVS Centre 1 105 Perry Road Sherwood Nottingham Nottinghamshire NG5 3AL Orchard Veterinary J Dudley Esq BVSc MRCVS Centre 1 Church Street Oldbury Warley West Midlands B69 3AF Orchard Veterinary J Dudley Esq BVSc MRCVS Centre 2 Home Farm Northfield Rd Harborne West Midlands B17 0TD P N Pulford Esq BVSc Orchard Veterinary MRCVS Group 2 Wirral Park Road GLASTONBURY Somerset BA6 9XE C Bagnall Esq BVSc Orwell Veterinary MRCVS Group 1 Ropes Drive Kesgrave Ipswich Suffolk IP5 6TH C Bagnall Esq BVSc Orwell Veterinary MRCVS Group 2 56 Berners Street IPSWICH Suffolk IP1 3LU P W J Buchanan Esq MVB P W J Buchanan MRCVS Veterinary Surgery 1 55 Silver Street Irlam Manchester M30 6HT P W J Buchanan Esq MVB P W J Buchanan MRCVS Veterinary Surgery 2 77 Princes Road URMSTON Manchester M31 3SU P W J Buchanan Esq MVB P W J Buchanan MRCVS Veterinary Surgery 3 30 Davyhulme Road East Stretford Manchester M32 0DW P W J Buchanan Esq MVB P W J Buchanan MRCVS Veterinary Surgery 4 170 Monton Road Monton Manchester M30 9GA P W J Buchanan Esq MVB P W J Buchanan MRCVS Veterinary Surgery 5 41 Barton Road Eccles Manchester M30 7AD A D Reid Esq BVMS Palmerston BUCKHURST MRCVS Veterinary Group 93 Palmerston Road HILL Essex IG9 5NH Mrs M J Wharmby BVM&S Park Hall Veterinary MANSFIELD MRCVS Clinic Park Hall Stables WOODHOUSE Nottinghamshire NG19 8QX Park Veterinary 9 Katharine Ms A Waite Centre 1 Unit 6 Place Leavesden Hertforshire WD1 3AP Park Veterinary Mrs A Waite Centre 3 256 Cassiobury Drive WATFORD Hertfordshire WD1 3AP Park Veterinary A Chadwick Esq MRCVS Centre 4 9 Langley Close West Derby Liverpool Merseyside L12 0NB Park Veterinary G Jones Esq MRCVS Group 1 519 Saffron Lane LEICESTER Leicestershire LE2 6UL S E King Esq BVetMed Park Veterinary MRCVS Group 2 82-84 High St Whetstone Leicester LEICESTERSHIRE LE8 6LQ Park Veterinary A RadleyEsq MRCVS Group 3 162 Dominion Rd Glenfield Leicester LEICESTERSHIRE LE3 8JA D Ashcroft Esq BVSc Park View Veterinary NORTH MRCVS Hospital 255 Lincoln Road HYKEHAM Lincolnshire LN6 8NH Barnhill- J R Wallace Esq BVM&S Parkside Vet Group 58 Dalhousie Road Broughty Ferry DUNDEE Tayside DD5 2VB Parkside Veterinary G Haig Esq BVM&S MRCVS Group 1 61 Constitution Road DUNDEE Tayside DD1 1LA Parkside Veterinary G Haig Esq BVM&S MRCVS Group 2 12 Lawrence Street Broughty Ferry Dundee Tayside DD5 1ET
Peace, Windridge & S T Smith Esq BVSC Smith Veterinary MRCVS Surgery "Paws" Edward St. NUNEATON Warwickshire CV11 5RP Peasebrook Equine WORCESTER T Galer Esq MRCVS Clinic Little Buckland Broadway SHIRE WR12 7JH Pennard Veterinary R Sarchet Esq BSc MRCVS Group 1 Pennard House 5 Eardley Road SEVENOAKS Kent TN13 1XY R Sarchet Esq BVetMed Pennard Veterinary BSc MRCVS Group 2 36 Western Road Borough Green Kent TN15 8AG R Sarchet Esq BVetMed Pennard Veterinary BSc MRCVS Group 3 Mid Kent SC Castle Road- Maidstone Kent ME16 0PU Pennard Veterinary Allington Dr E Jackson MRCVS Group 4 Eaton Veterinary 31 London Road Tonbridge Kent ME16 0PU Penstone Veterinary Hospital D A Staples Esq Group 26 London Road Stough Berkshire SL3 7HG Penstone Veterinary D A Staples Esq Practice 9 The Bishop Centre Taplow Berkshire SL6 0NY P Green Esq BVSc Cert EO Peter Green & Cambridgeshire MRCVS Matthew Tong Fellowes Farm Equine Abbots Ripton Abbots Ripton PE17 2LH G D Ross Esq BVMS Pierson, Stewart & Clinic MRCVS Partners 1 31 High Street Staplehurst Tonbridge Kent TN30 6HD G D Ross Esq BVMS Pierson, Stewart & MRCVS Partners 2 Brooksden High Street Cranbrook Kent TN17 3DT G D Ross Esq BVMS Pierson, Stewart & MRCVS Partners 3 4 Coombe Ho. Coombe Lane Tenderden Kent TN12 0AD G D Ross Esq BVMS Pierson, Stewart & Headcorn- MRCVS Partners 4 Rotland Cottage Stallon Road Ashford Kent TN26 9SB Pierson, Stewart & G D Ross Esq BVMS Partners Veterinary Marden- MRCVS Surgery South Lodge Church Green Tonbridge Kent TN12 9HS A J Mitchell Esq BVM&S Pilgrim Veterinary MRCVS Surgery Fydell Street Boston Links Lincolnshire PE21 8LE Portishead Veterinary Ms R Best BVSc MsRCVS Centre 32 West Hill Portishead BRISTOL Avon BS20 6LN C J Myerscough Esq BVSc Princess Avenue MRCVS Veterinary Centre Princess Avenue Clitheroe Lancashire BB7 2AL C J Myerscough Esq BVSc Princess Avenue MRCVS Veterinary Centre 1 307 Union Road Oswaldtwisle Lancashire BB5 3HS C J Myerscough Esq BVSc Princess Avenue MRCVS Veterinary Centre 3 Princess Avenue CLITHEROE Lancashire BB7 2AL Priory Veterinary R Jones Esq MRCVS Group 1 17 Market Place Bridlington Humberside YO16 4QJ Priory Veterinary R Jones Esq MRCVS Group 2 Spencer Centre West Gate Drifield Humberside YO25 5TJ S F Jones Esq MA VetMB Priory Veterinary MRCVS Group 2 59 Purewell Christchurch Dorset BH23 1EN S F Jones Esq MA VetMB Priory Veterinary MRCVS Group 3 301 Lymington Road Highcliffe Dorset BH23 5EB S F Jones Esq MA VetMB Priory Veterinary MRCVS Group 1 Ringwood Road Bransgore Dorset BH23 8AA W T Pritchard Esq BVSc Pritchard Veterinary 10 a Collmendy MRCVS Surgery Industrial Estate Denbigh Clwyd LL16 5TA Provost Veterinary S Duff Esq BVM&S MRCVS Group 47 South Street St Andrews Fife KY16 9QR Provost Veterinary S Duff Esq BVM&S MRCVS Group 30 High Street Newport-on-Tay Dundee Tayside DD6 8AD Provost Veterinary S Duff Esq BVM&S MRCVS Group Redriggs Ceres CUPAR Fife KY15 5LZ A P Robinson Esq BVSc(Q) Purton Veterinary MRCVS Group 77 High Street Purton SWINDON Wiltshire SN5 9AB R A Crawford R A Crawford Esq MRCVS Veterinary Surgery 22 Raploch Street Larkhalt Strathclyde ML9 1AE R D Owen Esq BVSc R D Owen BVSc MRCVS MRCVS Merilyn The Waen St Asaph Clwyd LL17 0AL R G Lockton Esq MVB MVM R G Lockton MRCVS Veterinary Surgery 25 Park Road Mount Pleasant EXETER Devon EX1 2HS R Huey Veterinary R Huey Esq BVMS MRCVS Surgery 65 Old Newry Road Banbridge Co Down BT32 4LH R Jenkins Esq BVetMed R Jenkins Veterinary MRCVS Surgery 420-422 Colne Road BURNLEY Lancashire BB10 1EL M W A Andrews Esq BVM&S Rase Veterinary MARKET MRCVS Centre 1 PO box 8 - Pasture Lane RASEN Lincolnshire LN8 3DT Rayne Farm A C Pickles Esq MRCVS Veterinary Centre Rayne Farm Gaspill Penrith Cumbria CA10 3UD Rayslede Centre for L Taylor Esq Animal Welfare 27 Brighton Road Crawley West Sussex RH10 6AE N R Brown Esq BVM&S Reed, Brown & MRCVS Cameron Braeheads Stables ST POSWELLS Borders TD6 0AZ A T Smith Esq BVMS Kinfauns Veterinary CLACTON-ON- MRCVS Reeves & Partners Centre The Street SEA Essex CO16 9LG
A T Smith Esq BVMS MRCVS Reeves & Partners 2 Branch Surgery Kinfauns Dovercourt Essex CO42 4QZ Veterinary BERWICK-ON- Northumbertand Centre TWEED H R Gresham Esq BVMS Renton, Swan & West End Veterinary 57-63 West End TD15 1HE MRCVS Partners Centre Rogers, Brock & J Brock Esq BVMS MRCVS Barker 41 Trentham Road Longton Stoke on Trent Staffordshire ST3 4DR Rogers, Brock & Barker Veterinary J Brock Esq BVMS MRCVS Practice 227 Ultoxeter Road Blyth Bridge Stoke on Trent Staffordshire ST119JR Rogers, Brock & Barker Veterinary STOKE-ON- J Brock Esq BVMS MRCVS Surgery 1 Walt Place - Cheadle TRENT Staffordshire ST10 1NY J F Pattinson Esq BVMS Roker Park Veterinary MRCVS Centre 1 43 Gregson Terrace Seaham Sunderland Tyne & Wear SR6 J F Pattinson Esq BVMS Rocker Park Veterinary MRCVS Centre 2 35 Roker Park Road Sunderland Tyne & Wear SR6 9PL N W Henry Esq MVB DBR Rose Cottage MRCVS Veterinary Centre Chester Road Sutton Weaver RUNCORN Cheshire WA7 3EQ S W Ricketts Esq BSc BVSc Rossdale & Partners DESM 1 Beaufort Cottage Stables High Street Newmarket Suffolk CB8 8JS S C Reeve Esq BVMS S C Reeve Veterinary MRCVS Surgery 113 Church Street MATLOCK Derbyshire DE4 3BZ S McDonald Esq BVMS S McDonald MRCVS Veterinary Surgery 173 Oxford Lane WARRINGTON Cheshire WA2 7AZ S P Elwood Esq MA VetMB S P Elwood CertSA Veterinary Surgery 36 Boston Road Kirton BOSTON Lincolnshire PE20 1DS S T Putnam Esq BVSc S T Putnam MRCVS Veterinary Surgery Trenwith Lane ST IVES Cornwall TR26 1DA A J Swansom Esq BVetMed Sansom & Dodwell MRCVS Veterinary Practice 1 Oak Hill Vet Centre Lake Road WINDERMERE Cumbria LA23 2EQ A J Sansom Esq BVetMed Sansom & Dodwell Sycamore Cottage-Church MRCVS Veterinary Practice 2 Street Ambleside Cumbria LA22 0BU R A Bentley Esq BVSc Seadown Veterinary MRCVS Group 1 Seadown Veterinary Frost Lane Southampton Hampshire S04 6NG Seadown Veterinary Hospital Branch Group 2 84 Salisbury Rd Totlon Southampton HAMPSHIRE SO40 3JA Seadown Veterinary Branch Group 3 New Court New Street Lymington HAMPSHIRE SO41 9GJ N V Nuthall Esq BVMS Senlac Veterinary MRCVS Centre 1 Mount Street BATTLE East Sussex TN33 0EG N V Nuthall Esq BVMS Senlac Veterinary MRCVS Centre 2 High Street Robertsbridge East Sussex TN32 5AN C Manning Esq BVSc Shaw & Manning MRCVS Veterinary Surgeons Hillcrest 332 Eaves Lane CHORLEY Lancashire PR6 0DX D Warnes Esq BVSc Shaw Veterinary MRCVS Centre Ramleaze Drive Shaw SWINDON Willshire SN5 9PY Shearer & McGregor A.G. Shearer Esq BMVS 1 127 Cadzow Street Hamilton Strathclyde ML3 6JA Shearer & McGregor A.G. Shearer Esq BMVS 2 28 Commercial Street Strathaven Strathclyde ML10 6LX C G Kerneys Esq BVetMed Shepherd & Partners MRCVS Veterinary Surgery The Beeches Heal West Plas BRIDGEND Mid Glamorgan CF31 1PA R G Eddy Esq BVedMet Shapton Veterinary SHEPTON FRCVS Group Allyn Saxon Drive MALLET Somerset BA4 5PB P Parker Esq BVedMet BSc Sidcup Veterinary MRCVS Centre 17 Station Road SIDCUP Kent DA15 7EN A R Bennett Esq BVMS Silverdale Veterinary MRCVS Surgery 21 Boston Road Holbeach Lincolnshire PE12 7LR Simon Meyer S Meyer Esq MRCVS Veterinary Practice 1 94 Dawes Rd Fulham London SW6 7EJ Simon Meyer Branch Veterinary Practice 2 122 Glenthorne Rd Hammersmith Hammersmith LONDON W6 0LP North P Wright Esq BVSc MRCVS Sinclair & Wright Skeldale Veterinary York Road Thirsk Yorkshire YO7 3BT Centre R V Smith Esq MA VetMB Smith & Clare MRCVS Veterinary Surgerons 71 The Highway New Inn PONTYPOOL Gwent NP4 OPN R V Smith Esq MA VetMB Smith & Clare MRCVS Veterinary Surgery Fairwater Veterinary Clinic Fairwater Cumbria M044 4TE Smith, Ryder-Davies R H Smith Esq BVetMed & Hillard 1 18 Grundisburgh Road Woodbridge Suffolk IP12 4HG Smith, Ryder-Davies R H Smith Esq BVetMed & Hillard 2 83 Queens Road Felixstowe Suffolk IP11 7PE Smith, Ryder-Davies R H Smith Esq BVetMed & Hillard 3 412 Woodbridge Road Ipswich Suffolk IP4 4EJ Southill Veterinary P L Gripper Esq MRCVS Group Balsam Fields Wincanton Somerset BA9 9HE J H Boyd Esq BVM&S St Clair Veterinary MRCVS Group 1 8 Scone Place Durie Street Leven Fife KY8 4HB J H Boyd Esq BVM&S St Clair Veterinary MRCVS Group 2 2 Pottery Street KIRKCALDY Fife KY1 3ET
A R Bennett Esq BVMS St Francis Animal MRCVS Clinic 49 St Thomas Road SPALDING Lincolnshire PE11 2XT J Goulding Esq BVMS St George's WOLVERHAMP MRCVS Veterinary Clinic 1 8 St Georges Parade TON West Midlands WV2 1BD T M Phillips Esq BVSc St Mary's Veterinary MRCVS Clinic 300 Ringwood Road Ferdown Dorset BH22 9AS Stanley House A Marsh Esq BVSc MRCVS Veterinary Surgeons 20 Albert Road COLNE Lancashire BB8 0AA C A Whipp Esq BVetMed Staploe Veterinary Cambridgeshir MRCVS Practice 48 Fordham Road - Soham ELY e CB7 5AH A Larwood Esq BVSc Stevenson, Larwood MRCVS & Kennedy 7 Wellington Road DEREHAM Norfolk NR19 2BP A D Ladds Esq BVSc Sticklepath Veterinary MRCVS Clinic Bickington Road Barnstaple Devon EX31 2DP Stone Lane Mrs B D Coltrell MRCVS Veterinary Hospital Stone Lane Meldreth ROYSTON Hertfordshire SG8 6NZ Stonehenge Pet Mrs Janet Irvine-Smith Practice Limited 1 Larkhill Road Durrington Sallsbury Wiltshire SP4 8DP Stonehenge Pet The Neighbour- Mall the main practice Practice Limited 2 The Veterinary Centre hood Centre Bishopton Wiltshire SP1 3YU B J Clancy Esq MVB Stour Valley Sturry, MRCVS Veterinary Centre 17 Fordwich Road Canterbury Kent CT2 0BW M Carpenter Esq BVetMed Straid Veterinary Buckinghamshi MRCVS Hospital 121 Station Road Beaconfield re HP9 1LH P Scott-Dunn Esq MRCVS Straight Mile Farm Carter Hills Billingbear Wokingham Berkshire RG40 5RW Stramondgate I Richards Esq MRCVS Veterinary Centre 52 Stramondgate Kendal Cumbria L19 4BD Strathmore Veterinary S N Robinson Esq MRCVS Clinic London Road Andover Hampshire SP10 2PH B J Morton Esq MA VetMB Summerlane Weston Super MRCVS Veterinary Centre Summer Lane North Worle Mare Avon BS22 0BE Temple End Flackwell Buckinghamshire HP10 9DT Ms Kim Moodie Veterinary Surgery 31 Heath End Road Heath Temple End Ms Kim Moodie Veterinary Surgery 43 Temple End High Wycombe Buckinghamshire HP13 5DN M Richardson Esq BVetMed Tern Veterinary MARKET MRCVS Group 25 Stafford Street DRAYTON Shropshire TF9 1HX N J W Hartley Esq BA Thameswood VetMB MRCVS Veterinary Clinic 1 62-64 Purton Road SWINDON Wiltshire SN2 2LZ The Animal Health P Spellman Esq Centre Parkway Centre Coulby Newham Middlesex TS8 0TJ The Animal Health P Spellman Esq MRCVS Centre 2 Redcar Rd Gulsborough CLEVELAND TS14 6DB The Ark Veterinary Stratford on J Marcus Esq MRCVS Practice 354 Birmingham Road Avon Warwickshire CV37 0RE Dpt of Small Medicine & The Royal Veterinary Surgery College University of London Camden London NW1 0TU The Royal Veterinary Large Animal Practice College Hawkeshead Lane North Mimms Hatfield Hertfordshire AL9 7TA The Royal Veterinary Biological Services Unit College Hawkeshead Lane North Mimms Hatfield Hertfordshire AI9 7TA The Royal Veterinary Biological Services Unit College Royal College street Camden London NW1 0TU The Ryelands Coronation A Prall Esq MRCVS Veterinary Clinic Corve Veterinary Surgery Avenue Ludlow SHROPSHIRE SY8 1DN The Ryelands A Prall Esq MRCVS Veterinary Clinic Ryelands Road LEOMINSTER Herefordshire HR6 8PN I D Percy Esq BVetMed Thomas & Percy MRCVS Veterinary Surgery 6 King Street LLANDEILO Dyfed SA19 6BA Thornbrook Chapel-en-le- John Down Esq Veterinary Clinic Thornbrook Road High Peak firth Derbyshire SK23 0LX D Bremner Esq Tiptree Vet Centre Lion Cottage Maypole Road Colchester Essex CO5 0EJ P Saunders Esq BVMS Towcester Veterinary Northamptons MRCVS Centre Burcole Road TOWCESTER hire NN12 6JW P MacKellar Esq BA VetMB Town Farm MRCVS Veterinary Centre 40 Station Road Horrabridge Devon PL20 7SS P MacKellar Esq BA VetMB Town Farm MRCVS Veterinary Unit 1 1 Woburn House Yelverton Devon PL20 7SS Pr MacKellar Esq BA VetMB Town Farm MRCVS Veterinary Unit 2 65 West Street Tavistock Devon PL19 8AJ NORTHER Troytown Equine N H Dillon Esq Hospital Green Road Kildre Co Kildre IRELAND Tudor, Lawson & J B Lawson Esq BVSc Dallimore Veterinary MRCVS Surgery 1 Bala Road DOLGELLAU Gwynedd LL40 1DW D Cheal Esq BVetMed Turner & Cheal MRCVS Veterinary Surgery 1 Mall main surgery at Wembley Edgware Middlesex HA9 6QH D Cheal Esq BVetMed Turner & Cheal MRCVS Veterinary Surgery 2 Mall main surgery at Wembley Rulslip Middlesex HA4 8PG
SCHEDULE II Contracts and Customer List: DataBasics Business Customers THE USERS ---------
- ------------------------------------------------------------------------------------------------------------------------------------ PRACTICE DETAILS CONTACT TYPE TEL & FAX COMPUTER SYSTEM OF NUMBER & PRACTICE INSTALLATION DATE - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Barton Lodge Veterinary Centre Mr RP Wickenden Small Animal Tel: Multi-User 1 Midland Road 01442 216048 PRACTICEMASTER System supporting six Hemel Hempstead terminals, NT Server, running Hertfordshire Fax: PracticeMaster PAGE and DATAVIEW HP2 5BH 01442 234847 supplying a network of 4 PC's incorporating a direct link to the partner's home, providing full access to the practice computer. SCO Enterprise September 1990 - ------------------------------------------------------------------------------------------------------------------------------------ Dunbar Veterinary Hospital Mrs F Hunter Small Animal Tel: Multi-User 1 Dunbar Road 01202 555553 PRACTICEMASTER System supporting six Talbot Wood terminals. Bournemouth Fax: Dorset 01202 296911 September 1990 BH3 7AY - ------------------------------------------------------------------------------------------------------------------------------------ Lynwood Veterinary Hospital Mr A Hunter Mixed Animal Tel: Multi-User Station Road 01202 882101 PRACTICEMASTER System supporting nine Wimborne Minster terminals with a full colour workstation Dorset Fax: for business graphics, spreadsheets etc. BH21 1RQ 01202 887898 The practice also runs an integrated accounts package, and has a network of 3 PC's. SCO Advanced File and Print Server. September 1990 - ------------------------------------------------------------------------------------------------------------------------------------ The Veterinary Centre Mr A Miller Small Animal Tel: Multi-User 431 Crow Road 0141 339 1228 PRACTICEMASTER System supporting six Broomhill terminals with a full colour workstation Glasgow Fax: for business use. The practice also runs G11 7DZ 0141 334 2142 an integrated accounts package. September 1990 - ------------------------------------------------------------------------------------------------------------------------------------ PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998 THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Ashdale Veterinary Clinic Mr RD Partridge Small Animal Tel: Multi-User Pet Health Centre 01423 531616 PRACTICEMASTER System supporting two 58 Otley Road terminals, with a direct link via BT Harrogate Fax: dedicated leased line to the main North Yorkshire 01423 521550 hospital a mile away. HG2 0DP October 1990 - ------------------------------------------------------------------------------------------------------------------------------------ The Laurels Veterinary Centre Mr G Cooper Mixed Animal Tel: Multi-User 4 Ryeland Street 01432 354433 PRACTICEMASTER System supporting 6 Hereford terminals. The practice also runs a full Hereford & Worcester Fax: set of integrated accounts. Herefordshire 01432 342763 SCO Open Server 5.0 HR4 OLA October 1990 - ------------------------------------------------------------------------------------------------------------------------------------ Wright and Morten Mr M Spicer Mixed Animal Tel: Multi-User Veterinary Surgeons 01625 433321 PRACTICEMASTER System linking the large 38 Cumberland Street animal and small animal facilities of the Macclesfield Fax: practice. This 12 screen system supports Cheshire 01625 612240 additional PCs providing PracticeMaster SK10 1BY DATAVIEW. The system also has a BT link to the branch practice's 7 and 5 miles away. SCO Enterprise February 1991 - ------------------------------------------------------------------------------------------------------------------------------------ JSW & M Glassbrook Mr & Mrs J Small Animal Tel: PRACTICEMASTER POS System supporting four Veterinary Surgeons Glassbrook 01772 432039 additional Networked PC's. 1-3 King Street SCO Open Server 5.0 Leyland March 1991 Preston Lancashire PR5 1LE - ------------------------------------------------------------------------------------------------------------------------------------ Riverside Veterinary Centre Mr D Hassall Mixed Animal Tel: Multi-User Beaufort 01495 305465 PRACTICEMASTER System supporting two Ebbw Vale terminals with a direct BT leased link Gwent to the main surgery six miles away. Wales NP3 5RB March 1991 - ------------------------------------------------------------------------------------------------------------------------------------ Ashton House Veterinary Mr Saunders Small Animal Tel: PRACTICEMASTER POS System supporting two Hospital 01924 372017 terminals. 69 Westgate End Wakefield Fax: The practice also runs a full colour West Yorkshire 01924 366752 workstation for word processing, WF2 9RL spreadsheets and graphics. April 1991 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ---------------------------------------------------------------------------------------------------------------------------------- Lynwood Veterinary Hospital Mr M Bennett Mixed Animal Tel: Multi-User Unit 6 - 7 01929 552692 PRACTICEMASTER System supporting three Leanne Business Centre terminals, also providing the branch Sandford Lane practice with a remote dedicated BT WAREHAM leased line link. Dorset BH20 4DY April 1991 - ---------------------------------------------------------------------------------------------------------------------------------- Ulwell Veterinary Surgery Mixed Animal Tel: Multi-User 87 Ulwell Road 01929 422213 PRACTICEMASTER System running as a Swanage remote practice over dedicated BT leased Dorset lines. The practice is six miles away BH19 1QU from the main computer system. April 1991 - ---------------------------------------------------------------------------------------------------------------------------------- Fair Lane Veterinary Centre Mr P 0 Williams Mixed Animal Tel: Multi-User Carmarthen 01267 237367 PRACTICEMASTER System supporting five Dyfed terminals with a full colour workstation SA31 1RX Fax: for business use. 01267 238600 May 1991 - ---------------------------------------------------------------------------------------------------------------------------------- Penrose & Partners Mr S Penrose Small Animal Tel: Multi-User Veterinary Surgeons 01206 842608 PRACTICEMASTER System supporting three 70 Brinkley Lane terminals. Highwoods Fax: Colchester 01206 853280 May 1991 Essex C04 4XE - ---------------------------------------------------------------------------------------------------------------------------------- Rosemary Avenue Veterinary Miss M B Wilson Small Animal Tel: PRACTICEMASTER POS System Surgery 0181 366 0634 Rosemary Avenue July 1991 Enfield Middlesex EN2 0SP - ---------------------------------------------------------------------------------------------------------------------------------- Archenfield Veterinary Surgery Mr C Lloyd Mixed Animal Tel: Single-User PRACTICEMASTER Archenfield Road 01989 562115 System Ross on Wye Herefordshire August 1991 HR9 5AZ - ---------------------------------------------------------------------------------------------------------------------------------- The Globe Veterinary Surgery Mr D Jones Mixed Animal Tel: Multi User 115 High Street 01594 824416 PRACTICEMASTER System Supporting a Cinderford networked PC running PracticeMaster Gloucestershire PAGE, DATAVIEW, NETVIEW and PRACTICEVIEW GL14 2TB SCO Enterprise August 1991 - ----------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ---------------------------------------------------------------------------------------------------------------------------------- Evergreen Practitioners in Mr & Mrs P Ding Mixed Animal Tel: Multi-User Veterinary Care 01625 859019 PRACTICEMASTER System supporting two 63 London Road South terminals. Poynton Fax: Cheshire 01625 850544 October 1991 SK12 1LA - ---------------------------------------------------------------------------------------------------------------------------------- Harrington Lodge Mr & Mrs AJ Small Animal Tel: Multi-User Veterinary Surgeons Harrington 0121 783 2327 PRACTICEMASTER System supporting five 64 Coleshill Road colour terminals with a full colour Hodge Hill Fax: workstation for business use. Birmingham 0121 789 9586 B36 8AB December 1991 - ---------------------------------------------------------------------------------------------------------------------------------- Macleod Allan & Taylor Mr M Allan Mixed Animal Tel: Multi-User Veterinary Surgeons 01534 854839 PRACTICEMASTER System supporting an Oak Farm Veterinary Surgery additional terminal. With a telephone Rue du Hocq Fax: modem link to the branch practices. St Clement 01534 857048 JERSEY December 1991 Channel Islands - ---------------------------------------------------------------------------------------------------------------------------------- REC Butler Mr REC Butler Mixed Animal Tel: PRACTICEMASTER POS Veterinary Surgeon 0161 480 2292 73 Reddish Lane January 1992 Gorton Manchester M18 7JH - ---------------------------------------------------------------------------------------------------------------------------------- Spinney Lodge Veterinary Mr R Barron Mixed Animal Tel: Multi-User Hospital 01604 648221 PRACTICEMASTER System supporting three 491 Kettering Road terminals, and a direct link via a dial Northampton Fax: up BT telephone line to the branch Northamptonshire 01604 647913 surgery NN3 6QW January 1992 - ---------------------------------------------------------------------------------------------------------------------------------- The Veterinary Surgery Mr D Woodward Mixed Animal Tel: Multi-User South Street 01530 412035 PRACTICEMASTER System supporting four Ashby De-La-Zouch terminals, and a direct link via a dial Leicestershire Fax: up BT telephone line to the branch LE65 1BR 01530 560070 surgery January 1992 - ---------------------------------------------------------------------------------------------------------------------------------- The Veterinary Clinic Mr J Bower Small Animal Tel: Multi-User Colwill Road 01752 702646 PRACTICEMASTER System supporting a Estover PRACTICEMASTER POS unit and five Plymouth Fax: terminals. Devon 01752 773305 PL6 8RP January 1992 - ----------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ---------------------------------------------------------------------------------------------------------------------------------- The Park Veterinary Practice Mr GM Covarr Small Animal Tel: Multi-User 2 Grand Drive 0181 542 4524 PRACTICEMASTER System featuring a hybrid Raynes Park Unix/MS-DOS/Windows network, supporting London Fax: five workstations (three of these are SW20 OJT 0181 543 0984 portable computers). March 1992 - ---------------------------------------------------------------------------------------------------------------------------------- Avonvale Veterinary Group Mrs A White Small Animal Tel: Multi-User 27 Cape Road 01926 400255 PRACTICEMASTER System supporting three Warwick terminals and a full colour work station Warwickshire for business use, with a direct link into CV34 4JP PRACTICEMASTER. April 1992 - ---------------------------------------------------------------------------------------------------------------------------------- Ms WA Lane Ms WA Lane Small Animal Tel: Multi-User 264 Bury Road 01706 43617 PRACTICEMASTER System supporting four Rochdale terminals and a full colour workstation Lancashire running windows. OL11 4EE April 1992 - ---------------------------------------------------------------------------------------------------------------------------------- McCaig & Davies Mr D Raveh Mixed Animal Tel: Multi-User Putlands Veterinary Surgery 01892 835456 PRACTICEMASTER System supporting eight Maidstone Road terminals with a full colour workstation Paddock Wood Fax: for business graphics, spreadsheets etc. Tonbridge 01892 838164 Kent The practice also has a direct link via TN12 6DZ a BT dedicated leased line link to the branch surgery eight miles away. The practice also runs a full suite of integrated accounts. April 1992 - ---------------------------------------------------------------------------------------------------------------------------------- Armac Veterinary Clinic Mr B Hunter Small Animal Tel: Multi-User 147 The Rock and Equine 0161 764 4618 PRACTICEMASTER System supporting four Bury terminals with a full colour workstation Lancashire for business graphics, spreadsheets etc. BL9 OND June 1992 - ----------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998 THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Hubbard & Williams Mrs G Hubbard Mixed Animal Tel: PRACTICEMASTER POS an Veterinary Surgeons 01286 673026 additional terminal Cibyn Veterinary Centre Caernarfon June 1992 Gwynedd LL55 2HH - ------------------------------------------------------------------------------------------------------------------------------------ Brook House Veterinary Hospital Mrs E Abraham Small Animal 01703 228570 PRACTICEMASTER POS System supporting a 12 Landguard Road two terminals. Southampton Hampshire June 1992 S015 5RJ - ------------------------------------------------------------------------------------------------------------------------------------ Fielding & Cumber Mr D Cumber Mixed Animal Tel: Multi-User Veterinary Surgeons 01305 784197 PRACTICEMASTER System supporting four 176-178 Chickerell Road terminals with a full colour workstation Weymouth for business graphics, spreadsheets etc. Dorset DT4 OQR The practice also has a direct link via a ISDN dedicated leased line link to the branch surgery six miles away. The practice also runs a full suite of integrated accounts. And has a networked PC providing PracticeMaster PAGE and DATAVIEW. SCO Enterprise July 1992 - ------------------------------------------------------------------------------------------------------------------------------------ Overdale Veterinary Centre Mr DJ Hopkins Mixed Animal Tel: PRACTICEMASTER POS System supporting an New Market Street 01298 23499 additional terminal with a full colour Buxton workstation for integrated accounts. Derbyshire SK17 6LP September 1992 - ------------------------------------------------------------------------------------------------------------------------------------ Wright & Morten Mr M Spicer Mixed Animal Tel: Multi-User 18 Moody Street 01260 273222 PRACTICEMASTER System supporting two Congleton terminals with a direct BT leased link Cheshire to the main surgery five miles away. CW12 4AP SCO Enterprise September 1992 - ------------------------------------------------------------------------------------------------------------------------------------ The Avenue Veterinary Group Mr D MacCuish Small Animal Tel: PRACTICEMASTER POS System supporting an 241 Bingley Road 01274 583397 additional terminal with a full colour Shipley workstation. West Yorkshire Fax: With BT Leased Line Link to BD18 4DN 01274 599737 branch surgery 6 miles away. Incorporating PC providing PracticeMaster PAGE. SCO Enterprise October 1992 - ------------------------------------------------------------------------------------------------------------------------------------ PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998 THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ The Avenue Veterinary Group Mr D MacCuish Small Animal Tel: PRACTICEMASTER POS Supporting terminals 31 Park Road 01274 510868 with a BT Leased Line Link to main Bingley surgery 6 miles away. West Yorkshire SCO Enterprise BD16 4BL October 1992 - ------------------------------------------------------------------------------------------------------------------------------------ Abbey Veterinary Centre Mr IC Chadwick Small Animal Tel: PRACTICEMASTER POS System, supporting an 93 Conway Drive 01772 718774 a full colour workstation. Fulwood Preston October 1992 Lancashire PR2 3ER - ------------------------------------------------------------------------------------------------------------------------------------ Oakbeck Veterinary Clinic Mr RD Partridge Small Animal Tel: Multi-User Oakbeck Way 01423 561414 PRACTICEMASTER System supporting seven Skipton Road terminals and a direct link via BT leased Harrogate Fax: link to the branch surgery a mile away North Yorkshire 01423 521550 HG1 3HU December 1992 - ------------------------------------------------------------------------------------------------------------------------------------ Cedar Veterinary Group Mr D Coombes Mixed Animal Tel: Multi-User 69 Christchurch Road 01425 473683 PRACTICEMASTER System supporting seven Ringwood terminals with a direct BT leased link Hampshire Fax: to the branch practices two and three BH24 1DH 01425 480849 miles away. January 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Cedar Veterinary Group Mr C Trickey Mixed Animal Tel: Multi-User PRACTICEMASTER The Ferndown and Westmoors 01202 861622 System with a direct BT leased link to Surgery the branch practices two and three miles 522 Wimborne Road East away. Ferndown Dorset January 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Cedar Veterinary Group Mr D Coombes Mixed Animal Tel: Single-User PRACTICEMASTER System with a 17 Ringwood Road 01202 825217 direct BT leased link to the branch Verwood practices two and three miles away. Dorset BH21 6AA January 1993 - ------------------------------------------------------------------------------------------------------------------------------------ The Croft Veterinary Centre Mr A Dick Mixed Animal Tel: PRACTICEMASTER POS System supporting two 122 Banbury Road 01280 703451 terminals and a full colour workstation BRACKLEY for business use. Northamptonshire NN13 6BH January 1993 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Forest Veterinary Clinic Mr J Adams Small Animal Tel: PRACTICEMASTER POS System supporting an 7 Park Road 01425 652221 additional terminal and a full colour Fordingbridge workstation for business use. Hampshire SP6 1EQ January 1993 - ------------------------------------------------------------------------------------------------------------------------------------ David F Wadsworth Mr D Wadsworth Small Animal Tel: Multi-User Veterinary Surgeon 01253 357380 PRACTICEMASTER System supporting five 94 Norbreck Road terminals with a workstation for BLACKPOOL Fax: business use. Lancashire 01253 857503 FY5 1RP April 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Clifford & Watts Mr P Clifford Small Animal Tel: PRACTICEMASTER POS System supporting a Veterinary Surgeons 0121 426 4343 full colour workstation for business use. 235 Hagley Road EDGBASTON May 1993 Birmingham West Midlands B16 9RR - ------------------------------------------------------------------------------------------------------------------------------------ The Children's Hospital Carolyn Patchell Special Feed Specialised Pharmacy Labelling Software Special Feed Unit Unit for use in the special feed unit at The Ladywood Middleway Birmingham Children's Hospital. Ladywood Birmingham B16 8ET - ------------------------------------------------------------------------------------------------------------------------------------ Catton Veterinary Clinic Mr J Langberg Small Animal Tel: Multi-User 294 Constitution Hill 01603 426310 PRACTICEMASTER System supporting three NORWICH terminals and an Office based colour Norfolk Fax: workstation for business use. NR6 7RF 01603 400798 June 1993 - ------------------------------------------------------------------------------------------------------------------------------------ The Veterinary Surgery Mr A Krasno Small Animal Tel: Multi-User 16 The Street and Equine 01256 29522 PRACTICEMASTER System supporting four OLD BASING terminals and an Office based colour Basingstoke Fax: workstation for business use. Hampshire 01256 332622 RG24 7BW June 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Prospect Veterinary Centre Mr & Mrs C & E Small Animal Tel: PRACTICEMASTER POS System supporting 1 Wakefield Road Dale 01422 833960 dispensing operating area terminals and Sowerby Bridge full colour workstation for business use. West Yorkshire Fax: HX6 2AP 01422 839093 July 1993 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Riverside Veterinary Centre Mr G Davies Mixed Animal Tel: Multi-User 60 Brecon Road 01873 857544 PRACTICEMASTER System supporting two Abergavenny terminals with a direct BT leased link Gwent to the branch practice six miles away. South Wales SCO Open Server NP7 7RB August 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Avenue Veterinary Hospital Mr ASM Gordon Mixed Animal Tel: Multi User 33 St. Peters Avenue 01536 514511 PRACTICEMASTER System supporting 4 Kettering terminals and workstation for business Northamptonshire Fax: use NN16 OHB 01536 517408 August 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Kydd & Kydd Mr M Kydd Small Animal Tel: Multi User Veterinary Surgeons 0181 672 2344 PRACTICEMASTER System supporting two 67 Upper Tooting Park terminals a full colour workstation for Tooting integrated accounts and word processing London with graphics and spreadsheets SW17 7SU SCO Open Server September 1993 - ------------------------------------------------------------------------------------------------------------------------------------ The Hart Veterinary Centre Mr I Hart Small Animal Tel: Multi-User Browning Drive and Equine 01869 323223 PRACTICEMASTER System supporting four Kings Meadow terminals with a workstation for Bicester Fax: business use Oxfordshire 01869 325223 OX6 8XL September 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Frank Tobin Frank Tobin Pig Practice Tel: PRACTICEMASTER LABELLER Enhanced Veterinary Surgeon 01653 696606 pharmacy labelling system. 12 Orchard Road Malton Fax: October 1993 North Yorkshire 01653 697608 YO17 OBH - ------------------------------------------------------------------------------------------------------------------------------------ Mr J Stewart John Stewart Equine Tel: Single-User Veterinary Surgeon 01962 777577 PRACTICEMASTER System The Flat High Green Garage October 1993 Whaddon Lane Owslebury Nr. Winchester Hampshire S021 1JJ - ------------------------------------------------------------------------------------------------------------------------------------ The George Veterinary Hospital Sue Fereday Mixed Animal Tel: PRACTICEMASTER LABELLER Basic Pharmacy High Street 01666 823165 Labelling System Malmesbury Wiltshire Fax: SN16 9AU 01666 824662 October 1993 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Barnfield House Mrs EML Gardner Small Animal Tel: Multi-User Veterinary Centre 0181 427 7360 PRACTICE MASTER System supporting four 405 Pinner Road terminals and a colour workstation for Harrow Fax: integrated accounts and word processing Middlesex 0181 424 0988 with graphics and spreadsheets HA1 4HN November 1993 - ------------------------------------------------------------------------------------------------------------------------------------ The Wingrave Mrs J Phillips Small Animal Tel: Multi-User Veterinary Hospital 0181 642 5662 PRACTICEMASTER System supporting three 84 Mulgrave Road terminals and a colour workstation for Sutton intergrated accounts and word processing Surrey with graphics and spreadsheets SM2 6LZ November 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Mr JC Gilliver BVSc MRCVS Mrs J Gilliver Mixed Animal Tel: Single-User Garwood 01257 483161 PRACTICEMASTER System Bolton Road Anderton Fax: December 1993 Nr Chorley 01257 474671 Lancashire PR6 9HN - ------------------------------------------------------------------------------------------------------------------------------------ Treforest Veterinary Clinic Mr G Marshall Small Animal Tel: Single-User 16 River Street 0443 492755 PRACTICEMASTER System Treforest Pontypridd Fax: February 1994 Mid Glamorgan 01443 485608 CF37 1TD - ------------------------------------------------------------------------------------------------------------------------------------ The Defence Animal Centre Small Animal Multi-User Elmhurst Avenue "Militarised" Multi-User PRACTICEMASTER Melton Mowbray System, based on a Unix network supporting Leicestershire three workstations. "Windows for LE13 0SL Workgroups" furnishes "Windows" on all screens, whilst "Microsoft Access" provides the specialised analytical facilities that the Armed Services require. February 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Macleod Allan & Taylor Mr P Taylor Mixed Animal Tel: Multi-User Veterinary Surgeons 01534 43580 PRACTICEMASTER System supporting an Sommet Vert additional terminal. With a telephone Route des Gentes modem link to the branch practices. St Brelade JERSEY March 1994 Channel Islands - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Macleod Allan & Taylor Mr I Macleod Mixed Animal Tel: Multi-User Veterinary Surgeons 01534 482202 PRACTICEMASTER System supporting an Ballantree additional terminal. With a telephone St Mary modem link to the branch practices. JERSEY Channel Islands March 1994 - ------------------------------------------------------------------------------------------------------------------------------------ The Veterinary Surgery Mr RAH Bannock Small Animal Tel: Multi-User 258 Fakenham Road 01603 867330 PRACTICEMASTER System supporting two Taverham terminals with a workstation for Norwich business use Norfolk NR8 6QW March 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Mr NS Maxwell MRCVS Mr NS Maxwell Small Animal Tel: Single-User Lady Margaret House 0161 773 1198 PRACTICEMASTER POS System running St. Ann's Road under Xenix with an MS-DOS partition Prestwich facilitating the use of various Manchester ancillary software packaging when M25 8PF required. May 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Prospect House Veterinary Clinic Mr N Dickinson Mixed Animal Tel: PRACTICEMASTER POS System supporting 110 Abergele Road 01492 531448 an additional terminal. Colwyn Bay Clwyd Fax: LL29 7PS 01492 531448 May 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Ridgway Veterinary Centre Mr PM Burns Mixed Animal Tel: Multi-User 47 The Ridgway 01525 714892 PRACTICEMASTER System featuring a hybrid Flitwick Unix/MS-DOS/Windows network, supporting Bedford Fax: eight workstations (two of these are Bedfordshire 01525 717024 portable computers). MK45 1DJ Ridgway Referrals Tel: The practice also runs a full set of 47 The Ridgway 01525 715044 integrated accounts from its branch Flitwick office 5 miles away. The office also Bedford Fax: has the added benefit of a telephone Bedfordshire 01525 717024 modem link direct to the main practice. MK45 1DJ June 1994 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ McCaig & Davies Mr E Davies Mixed Animal Tel: Multi-User The Veterinary Surgery 01622 759761 PRACTICEMASTER System supporting five Northumberland Road terminals with a full colour workstation Maidstone for business graphics, spreadsheets etc. Kent ME15 7LN The practice also has a direct link via a BT dedicated leased line link to the main practice eight miles away. The practice also runs a full suite of integrated accounts. June 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Arvonia Veterinary Surgery Mr G Mewha- Small Animal Tel: Multi-User 35 Wards Road Williams 01242 583438 PRACTICEMASTER POS System, supporting Hatherley an additional terminal Cheltenham Gloucestershire July 1994 GL51 6JN - ------------------------------------------------------------------------------------------------------------------------------------ Lewis-Jones & Associates Mrs CA Lewis-Jones Mixed Animal Tel: PRACTICEMASTER LABELLER 5 High Street 01404 42657 Enhanced Pharmacy Labelling System Honiton Devon July 1994 EX14 8PR - ------------------------------------------------------------------------------------------------------------------------------------ Booth Hall Children's Hospital Miss A Coates Special Feed Specialised Pharmacy Dietary Department Unit labelling Software for use in the Charlestown Road special feed unit. Blackley Manchester - ------------------------------------------------------------------------------------------------------------------------------------ Haven Veterinary Hospital Mr A Robinson Mixed Animal Tel: Multi-User 35 Holland Road 01255 422150 PRACTICEMASTER POS system supporting Clacton On Sea dispensary based terminal and office Essex based workstation. Linked to branch CO15 6EH by high speed modem. August 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Haven Veterinary Practice Mr PDR Gard Mixed Animal Tel: Multi-User 138 Elm Tree Avenue 01255 850458 PRACTICEMASTER POS system supporting Walton-on-the-Naze dispensary based terminal and linked Frinton to main practice by high speed modem. Essex CO13 0AR August 1994 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Archway Veterinary Surgery Mr S Wolfensohn Small Animal Tel: Multi-User 21 High Street 01793 765335 PRACTICEMASTER POS System supporting two Highworth full colour work stations with a direct Swindon link into PRACTICEMASTER. SN6 7AG September 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Archway Veterinary Surgery Mr S Wolfensohn Small Animal Tel: Single-User 30 Devizes Road 01793 812542 PRACTICEMASTER POS System. Wroughton Swindon September 1994 Wiltshire SN4 0RZ - ------------------------------------------------------------------------------------------------------------------------------------ Abington Park Vet Surgery Mr N Anthony Small Animal Tel: Multi-User Abington Park Parade 01604 28685 PRACTICEMASTER System supporting eight 427 Wellingborough Road terminals with two workstation's for Northampton Fax: business use. And a Networked PC Northamptonshire 01604 232189 providing PracticeMaster PAGE SCO NN1 4EZ Enterprise September 1994 - ------------------------------------------------------------------------------------------------------------------------------------ The Shrubbery Vet Centre Mr D Mason Small Animal Tel: Single-User 65 Perry Street 01474 333141 PRACTICEMASTER POS System. Gravesend Kent October 1994 DA11 8RD - ------------------------------------------------------------------------------------------------------------------------------------ Burnham House Vet Surgery Mr J Stattersfield Mixed Animal Tel: Multi-User 33 Castle Street 01304 206989 PRACTICEMASTER POS System supporting Dover five terminals, and Office based Kent Fax: workstation running accounting, word CT16 1PT 01304 225622 processing, graphics and spreadsheet software. Linked by BT line to branch practice. October 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Havelock House Vet Surgery Mr J Stattersfield Mixed Animal Tel: Multi-User 106 Dover Road 01304 206989 PRACTICEMASTER POS System supporting two Folkestone terminals with BT link to the main Kent Fax: practice 11 miles away. CT20 1NN 01304 225622 October 1994 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Agecroft Veterinary Centre Mr J Arndt Small Animal Tel: Multi-User 1 The Parade 0161 430 5445 PRACTICEMASTER POS System The Ridgeway Bredbury Green December 1994 Romiley Stockport Cheshire - ------------------------------------------------------------------------------------------------------------------------------------ The Veterinary Health Centre Mrs S Whitehead Small Animal Tel: Multi-User 19 Alexandra Road 01253 729309 PRACTICEMASTER System supporting two St Annes on Sea consulting room terminals Lancashire FY8 1YD January 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Penrose & Partners Mr S Penrose Small Animal Tel: Multi-User Peelers End 01206 323414 PRACTICEMASTER POS System Supporting Upper Street an additional terminal Stratford St Mary Essex February 1995 CO7 6LW - ------------------------------------------------------------------------------------------------------------------------------------ Island Veterinary Clinic Mr C Walster Small Animal Tel: Multi-User 132 Lichfield Road 01785 258411 PRACTICEMASTER System supporting two Stafford terminals and an Office based Staffordshire Fax: workstation ST17 4LE 01785 258416 March 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Andrew Melling Mr A Melling Large Animal Tel: Multi-User Veterinary Surgeon and Equine 01204 668979 PRACTICEMASTER System supporting two The Mews House additional workstations 7 Lee Lane Horwich March 1995 Bolton Lancashire BL6 7BP - ------------------------------------------------------------------------------------------------------------------------------------ Thistle Veterinary Health Centre Mr & Mrs Urquhart Small Animal Tel: Multi-User 398 Gorgie Road 0131 337 3700 PRACTICEMASTER System supporting two Edinburgh terminals with a TeleWest Fibre Optic Scotland link to the main practice 4 miles away EH11 2RY March 1995 and December 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Wright & Morten Mr MC Spicer Mixed Animal Tel: Multi-User Veterinary Surgeons 01625 524422 PRACTICEMASTER System supporting two Thorndale Veterinary Surgery terminals with BT link to the main 19 Hawthorne Lane practice 7 miles away. Wilmslow Cheshire March 1995 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Chalks Road Veterinary Clinic Mr J Wormald Small Animal Tel: Multi-User 31 Lyndale Road 01179 520645 PRACTICEMASTER POS System supporting St George two terminals Bristol Avon May 1995 BS5 7AA - ------------------------------------------------------------------------------------------------------------------------------------ The Veterinary Centre Ms M Nardini Small Animal Tel: Multi-User 45 Stewarton Street 01698 361136 PRACTICEMASTER POS System supporting Wishaw an additional consulting room Lanarkshire Fax: terminal ML2 9BW 01698 361136 May 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Avonvale Veterinary Group Mr M Collins Small Animal Tel: Multi-User 88 Coventry Street 01926 812826 PRACTICEMASTER System supporting four Southam terminals Leamington Spa Warwickshire June 1995 CV33 0EL - ------------------------------------------------------------------------------------------------------------------------------------ Penbode Veterinary Group Mr A Cobner Mixed Animal Tel: Multi-User North Road 01409 253418 PRACTICEMASTER System supporting Holsworthy eight terminals. With a telephone Devon modem link to the branch practices. EX22 6AZ June 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Penbode Veterinary Group Mrs CL Davies Mixed Animal Tel: Multi-User Horizon View 01288 353766 PRACTICEMASTER System supporting Hillhead eight terminals. With a telephone Stratton modem link to the branch practices. Cornwall EX23 9AB June 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Penbode Veterinary Group Mr A Cobner Mixed Animal Tel: Multi-User PRACTICEMASTER System Ashleigh House 01409 241241 supporting two terminals With a Bradworthy telephone modem link to the branch Holsworthy practices. Devon EX22 7SZ June 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Castle View Veterinary Clinic Mr SP Hall-Patch Mixed Animal Tel: Multi-User 19 Belle Vue Road 01924 257580 PRACTICEMASTER System supporting two Sandal consulting room Terminals Wakefield Fax: West Yorkshire 01924 258624 August 1995 WF1 5NF - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Broad Lane Veterinary Centre Mr R Hands Small Animal Tel: Multi-User 255 Broad Lane 01203 464789 PRACTICEMASTER POS System supporting Coventry supplementary reception terminal and West Midlands office based work station CV5 7AQ August 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Heathfield Veterinary Hospital Mr AJ Butler Small Animal Tel: Multi-User 148 Heath Road 0181 892 6300 PRACTICEMASTER System supporting Twickenham three terminals and a PRACTICEMASTER Middlesex POINT Workstation with integrated TW1 4BN IBM Word Processing package. Linked to branch practice by High Speed Modem September 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Dene Park Veterinary Surgery Mr AJ Butler Small Animal Tel: Multi-User 1 Green Parade 0181 898 0008 PRACTICEMASTER system supporting Whitton Road consulting room terminal. High Speed Hounslow Modem Link to main branch Middlesex TW3 2EN September 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Mr I Haworth Mr I Haworth Small Animal Tel: Multi-User Veterinary Surgeon 01628 611526 PRACTICEMASTER POS System 66/68 Mill Lane supporting an additional terminal. Macclesfield Cheshire November 1995 SK11 7NR - ------------------------------------------------------------------------------------------------------------------------------------ David Finlay Mr D Finlay Small Animal Tel: Multi-User Veterinary Surgeon 01324 570501 PRACTICEMASTER system supporting a 176 King Street Consulting room Terminal. Stenhousemuir Fax: The practice has a dedicated BT Leased Central 01324 570676 Line link to the main practice 6 FK5 4HT miles away December 1995 - ------------------------------------------------------------------------------------------------------------------------------------ E C Straiton & Partners Mr EC Straiton Mixed Animal Tel: Single-User PRACTICEMASTER POS Veterinary Hospital 01785 712235 Large Animal System. Cannock Road Penkridge December 1995 Stafforshire ST19 5RY - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Pierce & Pierce Veterinary Mrs Pierce Mixed Animal Tel: Multi-User Surgeons 01676 535033 PRACTICEMASTER POS 132 Station Road System. Balsall Common West Midlands January 1996 CV7 7FF - ------------------------------------------------------------------------------------------------------------------------------------ The Veterinary Hospital Mr CJ Button Small Animal Tel: Multi-User 169-170 High Street 01502 572141 PRACTICEMASTER System supporting Lowestoft supplementary terminals in reception and Suffolk Fax: two consulting rooms, together with NR23 1HU 01502 589909 prep-room and office based work stations. April 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Wombrook Veterinary Centre Mr A Stevens Small Animal Tel: Multi-User 56 Rookery Road 01902 324551 PRACTICEMASTER System supporting 2 Wombourne consulting room terminals Wolverhampton West Midlands April 1996 WV5 0JQ - ------------------------------------------------------------------------------------------------------------------------------------ Companion Care Veterinary Mr P Eville or Small Animal Tel: Multi-User Centre Mr R Jones 0113 255 9992 PRACTICEMASTER System supporting Crawshaw Hill supplementary terminals in reception and Pudsey Fax: two consulting rooms, together with Leeds 0113 289 0048 prep-room and office based work station. LS28 7BW July 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Charter Veterinary Surgeons Mrs Mary Woodruff Mixed Animal Tel: Multi-User 16 West Road 01260 273449 PRACTICEMASTER POS System supporting a Congleton dispensary workstation for pharmacy Cheshire Fax: labelling CW12 4ER 01260 299671 September 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Ark-Aid Veterinary Centre Mrs S Wheeler Small Animal Tel: Multi-User 7a Neighbourhood Centre 01202 602766 PRACTICEMASTER System supporting Culliford Crescent supplementary terminals in reception and Canford Heath two consulting rooms. Poole Dorset September 1996 BH17 9DW - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ Elm Cottage Veterinary Centre Della Barbour Mixed Animal Tel: Multi-User 28 Outland Road 01752 567567 PRACTICEMASTER System supporting Plymouth supplementary workstation's, with a Devon Fax: direct link into Idex Laboratory PL2 3DF 01752 607545 Machine. October 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Ridgway Veterinary Centre Phil Burns Small Animal Tel: Single-User 60 St John's Street 01234 853387 PRACTICE MASTER System Bedford Bedfordshire December 1996 MK42 8ES - ------------------------------------------------------------------------------------------------------------------------------------ Thistle Veterinary Health Centre Mr & Mrs Urquhart Small Animal Tel: Multi-User 1 Alcorn Rigg 0131 453 6699 PRACTICEMASTER System supporting seven Clovenstone Drive terminals and two workstations for Edinburgh business use and graphics applications. Scotland The practice also has a TeleWest Fibre EH14 3BF Optic link directly to the branch practice 4 miles away December 1996 - ------------------------------------------------------------------------------------------------------------------------------------ DC Woodward Veterinary Mr D Woodward Small Animal Tel: Single User Surgeon 01283 210858 PRACTICEMASTER System with a dial up BT 3 Burton Road Telephone line to the main surgery 6 Woodville miles away. Swadlincote Derbyshire May 1996 DE22 7JE - ------------------------------------------------------------------------------------------------------------------------------------ Spinney Lodge Veterinary Mr R Barron Mixed Animal Tel: Single User Hospital 01604 760970 PRACTICEMASTER System with a dial up Branch Surgery BT Telephone line to the main surgery 3 The Abbey Centre miles away. Overslade Close East Hunsbury May 1996 Northampton NN4 0RZ - ------------------------------------------------------------------------------------------------------------------------------------ Avonvale Veterinary Group Mr G Thorpe Small Animal Tel: Multi-User 29 Warwick Road 01789 841072 PRACTICEMASTER System supporting three Wellsbourne terminals and a workstation for Business Warwickshire Fax: use. CV35 9NA 01789 841956 June 1996 - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998
THE USERS --------- - ------------------------------------------------------------------------------------------------------------------------------------ The Dale Veterinary Clinic Mr J Glassbrook Small Animal Tel: Multi-User 313 Hesketh Lane 01772 814498 PRACTICEMASTER System supporting a Hesketh Bank Network PC. Preston Lancashire June 1997 PR4 6RJ - ------------------------------------------------------------------------------------------------------------------------------------ Fielding & Cumber Veterinary Mr D Cumber Small Animal Multi User Surgeons PRACTICEMASTER System with a dedicated 7 South Walks Road ISDN Leased Line link to the line main Fordington Green surgery 6 miles away. Dorchester Dorset June 1997 DT1 1ED - ------------------------------------------------------------------------------------------------------------------------------------ David Finlay Emma Barratt Small Animal Tel: Multi-User Veterinary Surgeon 01324 472915 PRACTICEMASTER system supporting three 9 Kings Road terminals. The practice has a dedicated Grangemouth Fax: BT Leased Line link to the branch Stirlingshire 01324 570676 practice 6 miles away Scotland FK3 9BB August 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Balby Veterinary Centre Chris Walster Mixed Animal Tel: Multi-User 83 Springwell Lane 01302 852323 PRACTICEMASTER System supporting six Balby workstations Doncaster South Yorkshire January 1998 DN4 9AD - ------------------------------------------------------------------------------------------------------------------------------------
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED. PREPARED 2 DECEMBER, 1998 SCHEDULE III The Stock ISL STOCK TAKE REPORT SUMMARY SHEET - --------------------------------------------------- New Parts Stock Value L40,025.88 - --------------------------------------------------- Cables Connectors Value L 8,986.19 - --------------------------------------------------- Field Spare Items Value L 4,325.00 - --------------------------------------------------- Software New Stock Value L 9,963.81 - --------------------------------------------------- Eng Field Stock Value L 6,482.49 - --------------------------------------------------- total value L69,783.37 ----------
END OF YEAR STOCK REPORT 26TH NOV 1998
--------------------------------- New Parts Stock - ----------------------------------------------------------------------------- Stock Unit Location Description Quantity Cost Value - ------------------------------------------------------------------------------ 1 Wyse 55 es terminal & Keyboard 1 L245.00 L245.00 - ------------------------------------------------------------------------------ 2 Epson FX 1170 printer 0 L309.00 L0.00 - ------------------------------------------------------------------------------ 3 Epson LX300 printer 1 L98.00 L98.00 - ------------------------------------------------------------------------------ 4 Panasonic KXP2023 0 L115.00 L0.00 - ------------------------------------------------------------------------------ 5 HP6L Laser printer 0 L232.99 L0.00 - ------------------------------------------------------------------------------ 6 Star 320 label printer 1 L239.00 L239.00 - ------------------------------------------------------------------------------ 7 Star 312 pos printer 1 L142.00 L142.00 - ------------------------------------------------------------------------------ 8 HP710 inkjet printer 0 L157.00 L0.00 - ------------------------------------------------------------------------------ 9 OKI 10i Laser printer 1 L409.00 L409.00 - ------------------------------------------------------------------------------ 10 Smile 15" SVGA monitor 4 L87.00 L348.00 - ------------------------------------------------------------------------------ 11 Goldstar 14" SVGA monitor 0 L74.00 L0.00 - ------------------------------------------------------------------------------ 12 Star Cash base Tills 12 L65.00 L780.00 - ------------------------------------------------------------------------------ 13 Vasco ATX midi tower case 0 L63.00 L0.00 - ------------------------------------------------------------------------------ 14 Vasco ATX full tower case 3 L85.00 L255.00 - ------------------------------------------------------------------------------ 15 VLSI midi tower/Pentium pro M/board 1 L125.00 L125.00 - ------------------------------------------------------------------------------ 16 OPEN mini tower ATX case 3 L62.00 L186.00 - ------------------------------------------------------------------------------ 17 Industrial PC case 19" rack 1 L115.00 L115.00 - ------------------------------------------------------------------------------ 18 Budget AT mini tower case 1 L15.00 L15.00 - ------------------------------------------------------------------------------ 19 Budget AT desktop case 1 L15.00 L15.00 - ------------------------------------------------------------------------------ 20 Genius A4 scanner 2 L57.00 L114.00 - ------------------------------------------------------------------------------ 21 Vasco ATX desktop case 2 L63.00 L126.00 - ------------------------------------------------------------------------------ 22 VLSI desktopAT case 1 L38.00 L38.00 - ------------------------------------------------------------------------------ 23 Vasco AT mini tower case 2 L63.00 L126.00 - ------------------------------------------------------------------------------ 24 Liebert 700 VA UPS 0 L235.00 L0.00 - ------------------------------------------------------------------------------ 25 Leading Edge 486 systems 6 L50.00 L300.00 - ------------------------------------------------------------------------------ 26 Memsolve mini tower ATX 8 L37.00 L296.00 - ------------------------------------------------------------------------------ 27 SharpJX9200 laser printer 0 L167.00 L0.00 - ------------------------------------------------------------------------------ 28 QMS600 laser 1 L195.00 L195.00 - ------------------------------------------------------------------------------ 29 Prime 1 port print sharer 1 L123.08 L123.08 - ------------------------------------------------------------------------------ 30 Prime 3 port print sharer 2 L184.62 L369.24 - ------------------------------------------------------------------------------ 31 Prime 8 port ethernet hub 7 L37.95 L265.65 - ------------------------------------------------------------------------------ 32 Netgear 4 port hub 1 L35.00 L35.00 - ------------------------------------------------------------------------------ 33 VGA multiplex box 1 L85.00 L85.00 - ------------------------------------------------------------------------------ 34 HL1000 printer cable booster 1 L65.00 L65.00 - ------------------------------------------------------------------------------ 35 serial line booster 6 L34.99 L209.94 - ------------------------------------------------------------------------------ 36 serial > parallel convertors 9 L59.00 L531.00 - ------------------------------------------------------------------------------ 37 SMC 1660 net cards 2 L19.50 L39.00 - ------------------------------------------------------------------------------ 38 SMC etherpower2 net cards 9 L64.95 L584.55 - ------------------------------------------------------------------------------ 39 Prime PCI 10mb net cards 19 L12.10 L229.90 - ------------------------------------------------------------------------------ 40 misc ISA net cards 3 L10.00 L30.00 - ------------------------------------------------------------------------------ 41 Prime PCI 10mb net cards 10/100mb 10 L29.74 L297.40 - ------------------------------------------------------------------------------ 42 Novell 2000 net cards 4 L14.50 L58.00 - ------------------------------------------------------------------------------ 43 Prime ISA 10mb net cards 4 L9.24 L36.96 - ------------------------------------------------------------------------------ 44 Prime 16 port ethernet hubs 2 L58.50 L117.00 - ------------------------------------------------------------------------------ 45 SCIPlex multiplexors 2 L400.00 L800.00 - ------------------------------------------------------------------------------ 46 ARK 16 port ethernet hubs 2 L65.00 L130.00 - ------------------------------------------------------------------------------ 47 LECTOR data pen 1 L149.95 L149.95 - ------------------------------------------------------------------------------
New Parts Stock Unit Location Description Quantity Cost Value - ------------------------------------------------------------------------------ 48 DT360 lightpen 1 L160.00 L160.00 49 Sytos backup software 20 L30.00 L600.00 50 TUN terminal software 1 L50.00 L50.00 51 DataCom Rs232 Line Booster 3 L39.50 L118.50 52 panasonic Ser> Par conv 6 L49.95 L299.70 53 Primax Line Extender 1 L65.00 L65.00 54 ICE parallel ext 2 L59.99 L119.98 55 Auto Data Switch(parallel) 4 L39.99 L159.96 56 Manual data switch boxes 10 L3.50 L35.00 57 INMAC parallel line driver 1 L49.99 L49.99 58 Rs232 mini line driver 2 L29.99 L59.98 59 RS232 auto data switch 5 L39.99 L199.95 60 Panasonic serial port card 3 L36.99 L110.97 61 Misco rs232 1 port card 4 L39.95 L159.80 62 longshine dumb 4port cards 9 L48.50 L436.50 63 Longshine 14400 internal modems 2 L65.00 L130.00 64 Hayes fast serialport card 2 L59.95 L119.90 65 Multi-IO cards 3 L12.50 L37.50 66 Primax print net 4 L65.00 L260.00 67 Epson serial port 1 L38.50 L38.50 68 panasonic KXPs 14 port card 1 L36.00 L36.00 69 Iomega SCSI ZIP drive 1 L115.00 L115.00 70 DAT adaptor kits 8 L12.50 L100.00 71 HP C1536 2-4 gb DAT drive 4 L326.00 L1,304.00 72 HP c1599A 4-8 gb DAT drive 0 L413.00 L0.00 73 HP Travan T4i tape drive 0 L226.00 L0.00 74 Watchdog card internal 1 L40.00 L40.00 75 SMART printer buffer intelligent I/O 1 L140.00 L140.00 76 Toshiba notebook power adaptor 1 L125.00 L125.00 77 16 port ethernet patch panel 2 L59.99 L119.98 78 Chase port card 3 L40.00 L120.00 79 Multitech port card 2 L40.00 L80.00 80 TSC port card 1 L40.00 L40.00 81 Unterminal Driver Card 1 L285.00 L285.00 82 Modem Sharer multiplexor 1 L85.00 L85.00 83 panasonic Barcode scanner 2 L275.00 L550.00 84 DED barcode scanner 1 L325.00 L325.00 85 Specialix Host port card 1 L225.00 L225.00 86 Stallion EIO 8port card 5 L154.00 L770.00 87 Stallion EIO 4port card 10 L135.00 L1,350.00 88 Stallion EC8-32 port card 1 L157.00 L157.00 89 Stallion EC 16 port panel 3 L376.00 L1,128.00 90 Stallion Easyserver 8 port 1 L597.00 L597.00 91 Stallion EasyReach kit 1 L1,081.00 L1,081.00 92 Stallion Easyrserver 16 port 2 L837.00 L1,674.00 93 Multitech zdx 33,600 modems 10 L74.99 L749.90 94 US Robotics 33,600 int modem 1 L86.00 L86.00 95 Enta 14,400 modem 5 L45.00 L225.00 96 MR 56K Modem 1 L56.00 L56.00 97 Zoom 33600 modem 1 L45.00 L45.00 98 Tandberg 1.2gb SLR3 tape drivre 9 L288.00 L2,592.00 99 Plextor SCSI CD writer 0 L195.00 L0.00 100 Toshiba SCSI Cd rom drive 6 L65.00 L390.00
BDS Confidential New Parts Stock Report
VISIVet Sites Income per Bank Statements (and explanations) Oct-97 Nov-97 Dec-97 Jan-98 Feb-98 Mar-98 Apr-98 May-98 Jun-98 Ashbrook Vet Surg Not paying maintenance Reg Balmer 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 338.40 Highertown Vet Clinic 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Willow Lodge Vet Not paying maintenance 0.00 Donald Kingsnorth-Bagshol 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Donald Kingsnorth-Lightwater 0.00 Forest Lodge Vet Charman 72.95 72.95 72.95 72.95 72.95 72.95 72.95 72.95 72.95 656.55 Henley House Vet Charman 0.00 Meadow Lane Vet Not paying maintenance (but will be again) 0.00 Ashfield Vet 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 338.40 Spittlehouse Vet 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 338.40 Done & Stevens-St Ives 112.80 112.80 112.80 112.80 112.80 112.80 112.80 112.80 112.80 1,015.20 Done & Stevens-Brampton 0.00 Tindall Vet Mearley Vet 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Good Companions Vet 41.61 41.61 41.61 41.61 83.22 41.61 291.27 Gilmore Vet 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Buchanan 169.20 169.20 169.20 507.60 Robert Thurlow Vet 48.47 48.47 48.47 48.47 48.47 48.47 48.47 48.47 48.47 436.23 Archway Vet Cave 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Milt Stream Vet 48.47 48.47 48.47 48.47 48.47 48.47 48.47 48.47 48.47 436.23 Lingfield Lodge Vet 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 451.20 Peel Vet Grp 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Peel Vet Clinic 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 37.60 338.40 Ambleside Vet 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Williams Vet Cen Not paying maintenance 0.00 Collin Clark Paid year in advance 0.00 Gibbs Vet NBS 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Brown & Paddon 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Duncan Masson & Robertson 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Sun-Y-Mor Vet Koepps 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 56.40 507.60 Green Pastures Vet Not paying maintenance 1,151.50 1,151.50 1,320.70 1,151.50 1,109.58 1,279.09 1,193.11 1,109.89 1,284.30 10,731.48
D Cheal Esq BVelMed Turner & Cheal MRCVS Veterinary Surgery 3 131 Carlton Avenue East Wembley MIDDSEX HA9 8PN R Price-Jones Esq BVSc Tysul Veterinary MRCVS Group Pencader Road Llandysul Dyfed SA44 4AE Mrs U H McLean BVMS U H McLean MRCVS Veterinary Surgery 13 Queens Crescent Saint Georges GLASGOW Strathyclyde G4 9BL Cross Dr J Cox BVetMed BSc PhD University of Liverpool FRCVS Equine Practice Leahurst Cheshire High NESTON Cheschire L64 7TE Uplands Way Road D Flatt Esq MRCVS Veterinary Group 1 Uplands Way Diss Norfolk IP22 3DF R G Graham Esq BVMS Vermuyden North MRCVS Veterinary Group 87 Haligate Howden Humberside DN14 6AH R G Graham Esq BVMS Vermuyden North MRCVS Veterinary Surgery 162 Boothferry Road GOOLE Humberside DN14 6AH M Wright Esq BVMS Newcastle- MRCVS Vet Direct LTD Mylord Cresent Camperdown Killingworth upon-Tyne NE12 0UJ Industrial Estate J S G Down Esq BVetMed Victoria Veterinary MRCVS Centre 25 Victoria Street GLOSSOP Derbyshire SK14 8HT Mrs P M Usher MVB BA Village Veterinary MRCVS Surgery 2 1 Brows Lane FORMBY Merseyside L37 3HY Walker Duffin & H C A Duffin Esq MRCVS Daniel 63 High Street Hillmorton Rugby Warwickshire CV21 4HD S F Glanvill Esq MA VetMB Walker Glanvill & DBR Richards 1 Sibford Road BANBURY Oxfordshire OX15 5JZ West Bar Veterinary R Burne Esq Surgery 1 19 West Bar BANBURY Oxfordshire OX16 9SA M Jackson-Taylor Esq BVSc West Bar Veterinary MRCVS Surgery 2 Woodford Halse BANBURY Oxfordshire OX16 9SA R J Sibley Esq BVSc West Ridge MRCVS Veterinary Practice 31 Park Hill Tiverton Devon EX16 6RR R J Sibley Esq BVSc West Ridge MRCVS Veterinary Practice 5 Chapple Road Witheridge Tiverton Devon EX16 8AS R E Cusack Esq MVB Westside Veterinary MRCVS Clinic 32 Webbs Road Battersea London SW11 6SF M Wright Esq BVMS Westway Veterinary 4 Kenton Park SW11 6SF Shopping Newcastle- MRCVS Group 1 Salters Veterinary Centre Gosforth upon-Tyne NE3 4RU Centre M Wright Esq BVMS Westway Veterinary Norwood House Veterinary Northumbelan MRCVS Group 2 Centre St Helens Corbridge d NE45 5BE Street M Wright Esq BVMS Westway Veterinary Newcastle- MRCVS Group 3 Chillingham Veterinary 373 ChillinghamHeaton upon-Tyne NE6 5SB Centre Road
M Wright Esq BVMS Westway Veterinary Newcastle- MRCVS Group 4 Valley Veterinary Centre Beech Grove Terrace Crawcrook upon-Tyne NE30 3AQ M Wright Esq BVMS Westway Veterinary Newcastle- MRCVS Group 5 426/8 West Road Fenharn upon-Tyne NE5 2ER M Wright Esq BVMS Westway Veterinary Newcastle- MRCVS Group 6 Whickham Veterinary Centre 8 Fellside Bank Gateshead upon-Tyne NE16 4JX M Wright Esq BVMS Westway Veterinary Newcastle- MRCVS Group 7 Forest Hall Veterinary Centre 81 Station Road Forest Hall upon-Tyne NE12 8AQ Wherry Veterinary T S ThimblebyEsq MRCVS Group Bridge Street Bungay Suffolk NR35 1HD S J Matthew Esq BVSc White Carpenter & MARKET MRCVS Partners 48 Northampton Road HARBOROUGH Leicestershire LE16 9HE R L Whiteford Esq Whitelord, Ramsey & BVM&S MRCVS Herd 26 Kinnoull Causeway PERTH Perthshire PH2 8HQ J L Hazell Esq BVetMed Wildbore Veterinary Nottingham- MRCVS Group 5 Newcastle Street WORKSOP shire S80 2AS R Johnstone Esq BVSc Willow Veterinary Buckingham- MRCVS Group 1 Dartmouth House 5 High Street OLNEY shire MK46 6BH R Johnstone Esq BVSc Willow Veterinary NEWPORT Buckingham- MRCVS Group 2 2 Witten Road PAGNELL shire MK16 9BZ Miss D Wilson BVSc Wilson Veterinary Gloucester- MRCVS Surgeon Sheep Street CIRENCESTER shire GL7 1QW H C Wilson Esq BVSc Wilson Walker & MRCVS Barnby 3 168 Birmingham Road BROMSGROVE Worcestershire B61 0HB Wilton House C Tootill Esq Veterinary Centre Wilton Lane GUISBOROUGH Cleveland TS14 6JA BVSc MRCVS Windmill Veterinary Buckingham- Mall the main practice Centre 1 Manor Farm Padbury BUCKINGHAM shire MK18 2AJ Windmill Veterinary Buckingham- Mrs J Alexander Centre 2 33 High Street Winslow shire MK18 2AJ BVetMed M P Lomax Esq BVSc Winton Lodge MRCVS Veterinary Hospital 1 37 St. Johns Avenue Leatherhead Surrey KT22 7HT M P Lomax Esq BVSc Winton Lodge MRCVS Veterinary Hospital 2 36 Ashley Road EPSOM Surrey KT18 5BH M H G Winwood Esq BVSc Wood Street MRCVS Veterinary Hospital 74 Wood Street BARNET Hertfordshire EN5 4BN A Mitchell Esq BVM&S Woodland Veterinary MRCVS Hospital Grange Road MIDHURST West Sussex GU29 9LT Wray, Graham & Muir Dumfries & P Wray Esq BVM&S MRCVs Veterinary Surgery 93-94 Drumlanrig Street THORNHILL Galloway DG3 5LU MRCVS Wylie & Partners 196 Half Lane UPMINSTER Essex RM14 1TD H J Williams Esq Ystwyth Veterinary BVetMed BSc MRCVS Group Church Lane Llanbadarn Fawr Aberyswyth Dyfed SY23 3QU
- --------------------------------------------------------------------------------- 101 Phillips 36X Cdrom drive 7 L42.00 L294.00 - --------------------------------------------------------------------------------- 102 Adaptec 2940 SCSI card 6 L112.00 L672.00 - --------------------------------------------------------------------------------- 103 Adaptec 2940W SCSI card 0 L146.00 L0.00 - --------------------------------------------------------------------------------- 104 MR SCSI PCI card 1 L85.00 L85.00 - --------------------------------------------------------------------------------- 105 Adaptec 2920 SCSI Card 1 L98.00 L98.00 - --------------------------------------------------------------------------------- 106 Adaptec 2842 VL SCSI card 1 L135.00 L135.00 - --------------------------------------------------------------------------------- 107 misc. EIDE CD Roms 18 L35.00 L630.00 - --------------------------------------------------------------------------------- 108 1.2 Mb 5.25" FDD 5 L42.00 L210.00 - --------------------------------------------------------------------------------- 109 Maxtro PC speakers 2 L7.50 L15.00 - --------------------------------------------------------------------------------- 110 Typhoon 120W PC speakers 3 L18.50 L55.50 - --------------------------------------------------------------------------------- 111 Accucard HDD kit 1 L150.00 L150.00 - --------------------------------------------------------------------------------- 112 PC Screen Filter 6 L25.00 L150.00 - --------------------------------------------------------------------------------- 113 RS external drive case with PSU 1 L55.00 L55.00 - --------------------------------------------------------------------------------- 114 Summit Xpress backup kit 1 L50.00 L50.00 - --------------------------------------------------------------------------------- 115 External Wangtec Tape drive 5 L285.00 L1,425.00 - --------------------------------------------------------------------------------- 116 Summit external drive case Eide/SCSI 5 L48.00 L240.00 - --------------------------------------------------------------------------------- 117 Pearl external drive case 1 L43.00 L43.00 - --------------------------------------------------------------------------------- 118 XTEC mouse 9 L8.50 L76.50 - --------------------------------------------------------------------------------- 119 Ice mouse 60 L3.50 L210.00 - --------------------------------------------------------------------------------- 120 Genius Easytrack mouse 2 L14.50 L29.00 - --------------------------------------------------------------------------------- 121 misc mice 13 L3.50 L45.50 - --------------------------------------------------------------------------------- 122 ISA Vga card 16 L16.50 L264.00 - --------------------------------------------------------------------------------- 123 ATI 2mb svga card PCI 6 L24.50 L147.00 - --------------------------------------------------------------------------------- 124 S3 virge 4mb PCI video card 0 L14.50 L0.00 - --------------------------------------------------------------------------------- 125 Videologic 410 PCI video card 3 L22.50 L67.50 - --------------------------------------------------------------------------------- 126 Creative AWE64 sound card 2 L38.50 L77.00 - --------------------------------------------------------------------------------- 127 SOYO SY6BE M/boards 3 L76.00 L228.00 - --------------------------------------------------------------------------------- 128 486 m/boards 3 L35.00 L105.00 - --------------------------------------------------------------------------------- 129 Tyan Titan pentium M/board 3 L82.00 L246.00 - --------------------------------------------------------------------------------- 130 Chaintech Jumperless M/board 9 L57.00 L513.00 - --------------------------------------------------------------------------------- 131 Intel TC430HX M/board 3 L74.00 L222.00 - --------------------------------------------------------------------------------- 132 AOPEN P2 M/board 0 L68.00 L0.00 - --------------------------------------------------------------------------------- 133 Pentium Pro PX6600 m/board 2 L85.00 L170.00 - --------------------------------------------------------------------------------- 134 Dual P-Pro with SCSI M/board 1 L365.00 L365.00 - --------------------------------------------------------------------------------- 135 Magicpoint touch screen 1 L92.00 L92.00 - --------------------------------------------------------------------------------- 136 Pentium P2 300 processors 10 L145.00 L1,450.00 - --------------------------------------------------------------------------------- 137 SG 486 DX2-80 processors 3 L14.50 L43.50 - --------------------------------------------------------------------------------- 138 CX686-MX 333 processors 5 L40.00 L200.00 - --------------------------------------------------------------------------------- 139 Intell Pentium233MMX processors 2 L76.00 L152.00 - --------------------------------------------------------------------------------- 140 Intell p133 processor 3 L50.00 L150.00 - --------------------------------------------------------------------------------- 141 Intell P166 processor 0 L60.00 L0.00 - --------------------------------------------------------------------------------- 142 64mb Sdram module 26 L52.00 L1,352.00 - --------------------------------------------------------------------------------- 143 32mb Sdram module 22 L26.00 L572.00 - --------------------------------------------------------------------------------- 144 8mb simms 11 L8.60 L94.60 - --------------------------------------------------------------------------------- 145 misc 1mb PCI video cards 2 L18.00 L36.00 - --------------------------------------------------------------------------------- 146 16mb simms 4 L16.50 L66.00 - --------------------------------------------------------------------------------- 147 VL bus 9FX video card 1 L25.00 L25.00 - --------------------------------------------------------------------------------- 148 Keyboard drawers 3 L45.00 L135.00 - --------------------------------------------------------------------------------- 149 102 (non W95) keyboards 13 L5.00 L65.00 - --------------------------------------------------------------------------------- 150 W95 keyboards Din 21 L5.00 L105.00 - --------------------------------------------------------------------------------- 151 W95 keyboards PS2 22 L5.50 L121.00 - --------------------------------------------------------------------------------- 152 W95 with trackball Keyboard 2 L49.50 L99.00 - --------------------------------------------------------------------------------- 153 W95 Ergo keyboard 2 L55.00 L110.00 - ---------------------------------------------------------------------------------
PAGE 4 - ------------------------------------------------------------------------------ 154 4Gb Wide Scsi HDD 4 L205.00 L820.00 - ------------------------------------------------------------------------------ 155 Samsung 4.3gb SCSI hdd 2 L170.00 L340.00 - ------------------------------------------------------------------------------ 156 Seagate 4.3 SCSI hdd 0 L165.00 L0.00 - ------------------------------------------------------------------------------ 157 1.2gb Seagate IDE hdd 1 L65.00 L65.00 - ------------------------------------------------------------------------------ 158 Sasung 4.3gb IDE hd 2 L87.00 L174.00 - ------------------------------------------------------------------------------ 159 Fuji 2.1gb IDE hdd 0 L65.00 L0.00 - ------------------------------------------------------------------------------ 160 Fuji 2.6 IDE hdd 0 L70.00 L0.00 - ------------------------------------------------------------------------------ 161 Samsung 2.1 IDE HDD 0 L65.00 L0.000 - ------------------------------------------------------------------------------ 162 WD Caviar 2.1 IDE hdd 2 L75.00 L150.00 - ------------------------------------------------------------------------------ 163 Seagate 1gb IDE hdd 1 L60.00 L60.00 - ------------------------------------------------------------------------------ 164 Seagate 1.7GB 1 L65.00 L65.00 - ------------------------------------------------------------------------------ 165 2.1Seagate IDE hdd 0 L65.00 L0.00 - ------------------------------------------------------------------------------ 166 Seagate 4.3 Ide hdd 2 L85.00 L170.00 - ------------------------------------------------------------------------------ 167 1.44 fdd 3.5" drives 10 L11.50 L115.00 - ------------------------------------------------------------------------------ 168 Firestorm Cdrom drive 0 L35.00 L0.00 - ------------------------------------------------------------------------------ sub total L40,025.88 --------------------
CABLES, CONNECTORS - ------------------------------------------------------------------------------ C1 serial printer cable 132 L2.60 L343.20 - ------------------------------------------------------------------------------ C2 25 - 25 modem cables 251 L2.60 L652.60 - ------------------------------------------------------------------------------ C3 25 - 9 modem cables 92 L2.60 L239.20 - ------------------------------------------------------------------------------ C4 parallel printer cable 172 L2.95 L507.40 - ------------------------------------------------------------------------------ C5 cent - cent cable 21 L3.15 L66.15 - ------------------------------------------------------------------------------ C6 short rj45 patch 61 L2.85 L173.85 - ------------------------------------------------------------------------------ C7 long rj45 patch 16 L4.50 L72.00 - ------------------------------------------------------------------------------ C8 blue rj45 17 L5.25 L89.25 - ------------------------------------------------------------------------------ C9 red rj45 16 L6.50 L104.00 - ------------------------------------------------------------------------------ 10 short BNC flyleed 6 L4.48 L26.88 - ------------------------------------------------------------------------------ 11 long BNC flylead 8 L6.00 L48.00 - ------------------------------------------------------------------------------ 12 SCSI 2 internal ribbon 77 L6.50 L500.50 - ------------------------------------------------------------------------------ 13 Wide SCSI internal ribbon 51 L11.60 L591.60 - ------------------------------------------------------------------------------ 14 VGA ext 15 L3.26 L48.90 - ------------------------------------------------------------------------------ 15 Keyb ext DIN 8 L2.55 L20.40 - ------------------------------------------------------------------------------ 16 keyb ext PS2 13 L2.78 L36.14 - ------------------------------------------------------------------------------ 17 PS2 > DIN 8 L2.05 L16.40 - ------------------------------------------------------------------------------ 18 Null modem adapt 17 L2.65 L45.05 - ------------------------------------------------------------------------------ 19 rj45 D hood 215 L1.95 L419.25 - ------------------------------------------------------------------------------ 20 25 > 25 gender changers 47 L2.15 L101.05 - ------------------------------------------------------------------------------ 21 25.9 gender changers 23 L2.15 L49.45 - ------------------------------------------------------------------------------ 22 SCSI TERM INTERNAL 10 L12.95 L129.50 - ------------------------------------------------------------------------------ 23 SCSI TERM external 22 L12.95 L284.90 - ------------------------------------------------------------------------------ 24 External SCSI cables 39 L26.95 L1,051.05 - ------------------------------------------------------------------------------ 25 COAX terms 83 L0.81 L67.23 - ------------------------------------------------------------------------------ 26 Coax T piece 70 L1.25 L87.50 - ------------------------------------------------------------------------------ 27 Coax Crimps 69 L0.60 L41.40 - ------------------------------------------------------------------------------ 28 AT power supplies 14 L12.50 L175.00 - ------------------------------------------------------------------------------ 29 Coax straight thro adapt 3 L0.62 L1.86 - ------------------------------------------------------------------------------ 30 Pentium Coolers 30 L3.50 L105.00 - ------------------------------------------------------------------------------ 31 P2 coolers 33 L6.50 L214.50 - ------------------------------------------------------------------------------ 32 P-Pro fans 10 L4.50 L45.00 - ------------------------------------------------------------------------------ 33 misc fans 8 L3.00 L24.00 - ------------------------------------------------------------------------------ 34 modem cable long 5 L4.75 L23.75 - ------------------------------------------------------------------------------ Page 5 35 phone ext cable short 56 L1.25 L70.00 - ------------------------------------------------------------------------------ 36 phone ext cable long 15 L2.25 L33.75 - ------------------------------------------------------------------------------ 37 IDE ribbons 180 L3.16 L568.80 - ------------------------------------------------------------------------------ 38 DIN > PS2 209 L2.05 L428.45 - ------------------------------------------------------------------------------ 39 7.5m unterm cables 4 L0.00 L0.00 - ------------------------------------------------------------------------------ 40 FDD ribbons 55 L2.23 L122.65 - ------------------------------------------------------------------------------ 41 9 > 9 serial cable 9 L2.54 L22.86 - ------------------------------------------------------------------------------ 42 9 > 9 gender changers 115 L2.50 L287.50 - ------------------------------------------------------------------------------ 43 serial surge protectors 44 L15.38 L676.72 - ------------------------------------------------------------------------------ 44 power cable splitters 132 L0.60 L79.20 - ------------------------------------------------------------------------------ 45 modem line splitters 22 L3.95 L86.90 - ------------------------------------------------------------------------------ 46 power adaptors 10 L4.75 L47.50 - ------------------------------------------------------------------------------ 47 d-hood assy 82 L1.95 L159.90 - ------------------------------------------------------------------------------ sub total L8,986.19 ---------------------
Page 6 END OF YEAR STOCK REPORT 26TH NOV 1998
Field Spare Stock Stock Unit Location Description Quantity Cost Value - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ wyse terminals 60 4 L75.00 L300.00 - ------------------------------------------------------------------------------ wyse 55 1 L75.00 L75.00 - ------------------------------------------------------------------------------ WYSE 325 COLOUR 5 L150.00 L750.00 - ------------------------------------------------------------------------------ EGA MONITOR 1 L25.00 L25.00 - ------------------------------------------------------------------------------ 14" SVGA 5 L35.00 L175.00 - ------------------------------------------------------------------------------ EPSON LO550 1 L75.00 L75.00 - ------------------------------------------------------------------------------ EPSON STYLUS 800 1 L50.00 L50.00 - ------------------------------------------------------------------------------ Epson escp2 1 L50.00 L50.00 - ------------------------------------------------------------------------------ epson sq850 1 L100.00 L100.00 - ------------------------------------------------------------------------------ pana kxp 2023 3 L50.00 L150.00 - ------------------------------------------------------------------------------ pana kxp 1124 5 L50.00 L250.00 - ------------------------------------------------------------------------------ pana trkp 1170 1 L50.00 L50.00 - ------------------------------------------------------------------------------ pana 2123 2 L50.00 L100.00 - ------------------------------------------------------------------------------ Brother 660 laser 3 L50.00 L150.00 - ------------------------------------------------------------------------------ Hp DJ 500 2 L50.00 L100.00 - ------------------------------------------------------------------------------ Unterminal control unit 3 L125.00 L375.00 - ------------------------------------------------------------------------------ Mustek scanner 1 L100.00 L100.00 - ------------------------------------------------------------------------------ Olivetti dm390 1 L50.00 L50.00 - ------------------------------------------------------------------------------ Canon BJ300 1 L50.00 L50.00 - ------------------------------------------------------------------------------ Wyse Keyboards 17 L25.00 L425.00 - ------------------------------------------------------------------------------ Technitron laser 1 L100.00 L100.00 - ------------------------------------------------------------------------------ external qic 4 L75.00 L300.00 - ------------------------------------------------------------------------------ Mitac 386 systems 5 L40.00 L200.00 - ------------------------------------------------------------------------------ GTI pentium system 1 L200.00 L200.00 - ------------------------------------------------------------------------------ APC UPS 1 L75.00 L75.00 - ------------------------------------------------------------------------------ Amber UPS 1 L50.00 L50.00 - ------------------------------------------------------------------------------ L0.00 - ------------------------------------------------------------------------------ L0.00 - ------------------------------------------------------------------------------ L0.00 - ------------------------------------------------------------------------------ L0.00 - ------------------------------------------------------------------------------ L0.00 - ------------------------------------------------------------------------------ sub total L4,325.00 ---------------------
Page 7
- -------------------------------------------------------------------------------------------------------- New Software Stock - -------------------------------------------------------------------------------------------------------- Stock Location Description Quantity Unit Cost Value - -------------------------------------------------------------------------------------------------------- S1 SCO 5.0.5 MEDIA PACK 7 L51.00 L357.00 - -------------------------------------------------------------------------------------------------------- S2 SCO 5.0.5 UPG LICENSE 8 L303.00 L2,424.00 - -------------------------------------------------------------------------------------------------------- S3 SCO 5.0.4 MEDIA PACK 3 L51.00 L153.00 - -------------------------------------------------------------------------------------------------------- S4 SCO 5.0.5 10 USER LICENSE 5 L102.00 L510.00 - -------------------------------------------------------------------------------------------------------- S5 SCO 5.0.2 MEDIA PACK 4 L51.00 L204.00 - -------------------------------------------------------------------------------------------------------- S6 SCO 5.0.4 HOST 5USR LICENSE 2 L357.00 L714.00 - -------------------------------------------------------------------------------------------------------- S7 SCO 5.0.4 HOST GREATER THAN 5.0.5 Host UPG LI 1 L402.00 L402.00 - -------------------------------------------------------------------------------------------------------- S8 SCO 5.XX GREATER THAN 5.0.4 UPG LICENSE 1 L99.00 L99.00 - -------------------------------------------------------------------------------------------------------- S9 MICROLITE BACKUP EDGE 9 L170.00 L1,530.00 - -------------------------------------------------------------------------------------------------------- 10 SCO 5.0.0 DESKTOP 0 L402.00 L0.00 - -------------------------------------------------------------------------------------------------------- 11 SCO 5.0.0 UPG 0 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- 12 PC ANYWHERE 32 3 L94.95 L284.85 - -------------------------------------------------------------------------------------------------------- 13 EXCEED Terminal Software 2 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- 14 Norton AV 2 L45.00 L90.00 - -------------------------------------------------------------------------------------------------------- 15 Inoculan for Netware 2 L353.00 L706.00 - -------------------------------------------------------------------------------------------------------- 16 Term Comms Sw 1 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- 17 Unitrends Backup 1 L165.00 L165.00 - -------------------------------------------------------------------------------------------------------- 18 PC Interface 3 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- 19 Windows98 OEM 8 L58.00 vovofovovotof Year Stock Report 2 - --------------------------------------------------------------------------------------------------------
BDS Confidential 26/11/98 Page 8
END OF YEAR STOCK REPORT 26TH NOV 1998 ------------------------- Field Eng. Stock - -------------------------------------------------------------------------------------------------------- Stock Location Description Quantity Unit Cost Value - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- A. Ward Stallion EIO8 port 2 L154.00 L308.00 - -------------------------------------------------------------------------------------------------------- Stallion EIO4port 1 L135.00 L135.00 - -------------------------------------------------------------------------------------------------------- ATX power supply 1 L12.50 L12.50 - -------------------------------------------------------------------------------------------------------- ps2 keyboard 1 L5.50 L5.50 - -------------------------------------------------------------------------------------------------------- din keyboard 1 L5.00 L5.00 - -------------------------------------------------------------------------------------------------------- multitech modem ZDX33.600 1 L74.99 L74.99 - -------------------------------------------------------------------------------------------------------- Advansys SCSI card 1 L85.00 L85.00 - -------------------------------------------------------------------------------------------------------- 1 reel 6 core cable 1 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- 1 box Cat5 cable 1 L65.00 L65.00 - -------------------------------------------------------------------------------------------------------- PCI VGA card 2 L18.00 L36.00 - -------------------------------------------------------------------------------------------------------- ISA VGA card 2 L16.50 L33.00 - -------------------------------------------------------------------------------------------------------- 2 gb IDE hdd 3 L65.00 L195.00 - -------------------------------------------------------------------------------------------------------- multi I/O card 2 L12.50 L25.00 - -------------------------------------------------------------------------------------------------------- Pentium motherboards 2 L55.00 L110.00 - -------------------------------------------------------------------------------------------------------- Adapt 2940 SCSI cards 2 L98.00 L196.00 - -------------------------------------------------------------------------------------------------------- HP 2 gb Dat drive 1 L326.00 L326.00 - -------------------------------------------------------------------------------------------------------- 1.2gb Tandberg tape drive 2 L288.00 L576.00 - -------------------------------------------------------------------------------------------------------- HP travan tape drive 1 L226.00 L226.00 - -------------------------------------------------------------------------------------------------------- 16 mb simms 4 L16.50 L66.00 - -------------------------------------------------------------------------------------------------------- L0.00 - -------------------------------------------------------------------------------------------------------- J.Rowney at power supply 1 L12.50 L12.50 - -------------------------------------------------------------------------------------------------------- ISA net card 3 L10.00 L30.00 - -------------------------------------------------------------------------------------------------------- PCI Net card 1 L12.10 L12.10 - -------------------------------------------------------------------------------------------------------- ISA muti I?O Card 1 L12.50 L12.50 - -------------------------------------------------------------------------------------------------------- 386dx-60 motherboard 1 L25.00 L25.00 - -------------------------------------------------------------------------------------------------------- Adaptec 2940 SCSI card 2 L98.00 L196.00 - -------------------------------------------------------------------------------------------------------- Pentium Motherboards 4 L55.00 L220.00 - -------------------------------------------------------------------------------------------------------- 60mm Fans 3 L3.00 L9.00 - -------------------------------------------------------------------------------------------------------- 40mm Fans 2 L3.00 L6.00 - -------------------------------------------------------------------------------------------------------- 90mm Fans 2 L3.00 L6.00 - -------------------------------------------------------------------------------------------------------- pentium Coolers 5 L3.50 L17.50 - -------------------------------------------------------------------------------------------------------- HP 2GB Dat drive 3 L326.00 L978.00 - -------------------------------------------------------------------------------------------------------- 4gb SCSI Hdd 2 L170.00 L340.00 - -------------------------------------------------------------------------------------------------------- 2gb IDE hdd 2 L65.00 L130.00 - -------------------------------------------------------------------------------------------------------- SCSI cDrom 1 L65.00 L65.00 - -------------------------------------------------------------------------------------------------------- IDE Cdrom 1 L35.00 L35.00 - -------------------------------------------------------------------------------------------------------- HP Travan t4i tape drives 2 L226.00 L452.00 - -------------------------------------------------------------------------------------------------------- 3.5" fdd 2 L11.50 L23.00 - -------------------------------------------------------------------------------------------------------- 5.25 fdd 2 L42.00 L84.00 - -------------------------------------------------------------------------------------------------------- 1.2gnb Tandberg Tape drives 3 L288.00 L864.00 - -------------------------------------------------------------------------------------------------------- 100mb ide drives HDD 2 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- Pentium 200 processor 1 L50.00 L50.00 - -------------------------------------------------------------------------------------------------------- pentium233mmx processor 1 L76.00 L76.00 - -------------------------------------------------------------------------------------------------------- Cyrix133 processor 1 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- Cyrix166 processor 1 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- 16mb simms 4 L16.50 L66.00 - -------------------------------------------------------------------------------------------------------- 8mb Simms 5 L8.60 L43.00 - -------------------------------------------------------------------------------------------------------- BDS Confidential 26/11/98 Page 9 - -------------------------------------------------------------------------------------------------------- 4mb simms 1 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- Sdram 64mb 1 L52.00 L52.00 - -------------------------------------------------------------------------------------------------------- 30 pin 1MB simms 8 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- 30 pin 4mb simms 4 L0.00 L0.00 - -------------------------------------------------------------------------------------------------------- Misco serial port cards 2 L39.95 L79.90 - -------------------------------------------------------------------------------------------------------- Ser GREATER THAN Par converters 2 L59.00 L118.00 - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- SUB TOTAL L6,482.49 ---------------------------------------
BDS Confidential 26/11/98 Page 10 SCHEDULE IV The service level agreement ISL SERVICE LEVEL AGREEMENT INTRODUCTION This Service Level Agreement (SLA) sets out the understanding between Information Support Limited (ISL) and Business Data Systems Limited (BDS) for the provision of Hardware Maintenance Services deliverable to the BDS customer base. The purpose of the SLA is to provide a clear understanding of the commitments of both ISL and BDS and to ensure the provision of consistent, reliable and timely hardware maintenance services to the BDS customer base according to these mutually agreed terms and conditions. This agreement is an addendum to the ISL "Class 1 Maintenance Contract" and will be effective for equipment and services described within the individual "End-User" schedules from 1st December 1998 for a period of five year. Revisions to the SLA will be made by mutual consent. STANDARD OPERATIONAL ARRANGEMENTS i) The standard hours of the ISL technical and engineering personnel availability are, 09.00 to 17.30, Monday to Friday inclusive, excluding Public and National Holidays. ii) Fault Call requests will be accepted by the ISL "Customer Service Desk" only from the BDS "Help Desk" and all direct communication from any BDS "End-User" will be routed back through the correct channel. iii) Fault Calls may be submitted via: i) Telephone - 01189 770600. ii) Fax - 01189 770601. iii) Email - CustomerService@InformationSupport.co.uk. ----------------------------------------- iv) To ensure customer expected service levels are deliverable, ISL require the following information on receipt of a Fault Call being logged: i) Customer Name, Address and relevant Contact Name. ii) BDS job reference number. iii) Faulty item with model number where available. iv) Operating System. v) Original time and date problem occurred. vi) Customer communication surrounding fault resolution todate. vii) All customer Fault Calls will be processed in line with the ISL standard escalation procedure (Appendix A). viii) Fault Calls where the equipment failure is not covered by the terms and conditions of the "Class I Hardware Maintenance Contract" or the "Service Level Agreement" will be deemed chargeable and upon agreement with BDS, charges will be levied at our standard Time and Material rates (Appendix B). ix) Fault Calls where response for resolution is required outside our "Prime Shift" will be deemed chargeable and upon agreement with BDS, charges will be levied at our standard Time and Material rates (Appendix B). - -------------------------------------------------------------------------------- ISL Service Level Agreement Page 1 STANDARD CONTRACTUAL ARRANGEMENTS i) BDS will supply ISL a comprehensive list of customers, addresses, telephone numbers and respective contact names. ii) BDS will supply ISL a comprehensive list of equipment with respect to each "End-User" site to enable ISL to fulfil their contractual obligations. iii) Where multiple sites are covered under the same contract, individual branches will need to be highlighted, to ensure the correct contract structure is achieved. iv) ISL will only supply services and respective response on products or equipment outlined within the individual "End-User" schedule. v) "Mission Critical" defined equipment such as 'Servers or Communication systems' must be agreed prior to the submission of the "End-User" schedule. vi) "Non-Mission Critical" defined equipment such as 'Terminals, Printers, PC's Monitors and Keyboards' must be agreed prior to the submission of the "End-User" schedule. HARDWARE SERVICES PROVIDED i) ISL will use reasonable endeavours to provide a response to "Mission Critical" equipment within 4 working hours or within the time specified outlined in the respective "End-User" schedule for Fault Calls being received by the ISL "Customer Service Desk". ii) ISL will use reasonable endeavours to provide a response to "Non-Mission Critical" equipment within 8 working hours, next day or within the time specified outlined in the respective "End-User" schedule for Fault Calls being received by the ISL "Customer Service Desk". iii) ISL will use reasonable endeavours to supply component spares, replacements or loan units to rectify unserviceable equipment within the boundaries of the hardware maintenance contract, however, engineer attendance to ensure this resolution is achieved will be at the discretion of ISL. iv) Laptops will be serviced under a return to Workshop basis and ISL will use reasonable endeavours to supply a loan unit. OPERATING SYSTEM SERVICES PROVIDED i) ISL will provide support including telephone and modem based help on any faults, errors or corruptions of the Operating System as specified within the "End-User" schedule. The services to be provided include: a) Guaranteed response within 4 working hours. b) Problem solving. c) Access to library of device drivers. d) Free provision of 'fixes' subject to availability. e) Advice on operating system backup procedures. f) Basic kernel parameter configuration and reconfiguration for resource problems. ii) ISL will use reasonable endeavours to restore back-ups and Operating Systems as specified within the "End-User" schedule during Fault Call resolution, however, the customer's original media and appropriate data source must be supplied to the ISL Engineer to enable completion of such task. iii) ISL will provide support including telephone and modem based help on faults or errors with any terminal emulation package supplied by BDS and specified within the "End-User" schedule. The services to be provided include: a) Guaranteed response within 4 working hours b) Problem solving c) Access to library of device drivers d) Free provision of 'fixes' subject to availability - -------------------------------------------------------------------------------- ISL Service Level Agreement Page 2 SERVICES NOT PROVIDED i) Faults resulting from 'acts of god' such as, lightning strikes, floods fires etc. ii) Faults resulting from configuration, re-configuration, equipment moves or installation work not authorised by ISL. iii) Rectification of cable faults, on cabling not installed by or certified by ISL. iv) Free of charge replacement of Manufacturer specified consumable components. AGREEMENT AS WITNESS the hand of the duly authorised representatives of the parties hereto on the day and year first written. SIGNED: SIGNED: --------------------------- ---------------------------- for and on behalf of ISL for and on behalf of BDS TITLE: TITLE: ---------------------------- ---------------------------- DATE: DATE: ---------------------------- ---------------------------- - -------------------------------------------------------------------------------- ISL Service Level Agreement Page 3 APPENDIX A GENERAL: This procedure must be followed to ensure that the problems are escalated to the correct level of authority and thereby ensure their speedy resolution. It is the responsibility of all ISL personnel to escalate problems that are adjudged to be of a serious nature that may effect any of the following: - Safety - Quality - Performance - Customer Relations The enclosed procedure outlines the escalation paths that must be adhered to so that problems are escalated for information and/or resolution to the appropriate levels of authority. This procedure does not apply to normal management issues that are addressed through routine management reviews, meetings and procedures. DEFINITIONS: ACTION ESCALATION Action escalation is the referral of a problem to a higher authority when resolution is perceived to be beyond the originator's capability, or authority. Responsibility for resolution resides with the highest authority invoked in the escalation path. INFORMATION ESCALATION Information escalation is the notification of a problem and the actions taken to resolve it to a higher authority. Responsibility for resolution resides with the originator. This information will be extracted from the Field Service computer system passed through the escalation chain. - -------------------------------------------------------------------------------- ISL Service Level Agreement Page 4 PROCEDURE: 1. Any engineering problems identified during normal day to day operations should be reported to the Field Operations Manager for ACTION. 2. If the Field Operations Manager can resolve the problem immediate action will be taken. However should resolution of the problem exceed 16 contracted working hours the Operations Manager is notified (INFORMATION only). If the problem is still unresolved after a further 8 contracted working hours the Managing Director is notified (INFORMATION only). 3. If the Field Operations Manager cannot resolve the problem all relevant information is immediately passed to the Operations Manager for ACTION. 4. If the Operations Manager can resolve the problem immediate action will be taken. However should resolution of the problem exceed 8 contracted working hours the Managing Director will be notified (INFORMATION only). 5. If the Operations Manager cannot resolve the problem all relevant information is passed immediately to the Managing Director for ACTION. 6. Where the assistance of another Department is necessary to resolve a problem, all information may be forwarded to formally record the need for urgency and to request exceptional action, however responsibility for progressing resolution remains with the originator. ESCALATION FLOWCHART: FIELD 16 WORKING HOURS OPERATIONS 8 WORKING HOURS MANAGING OPERATIONS ---------------- MANAGER --------------- DIRECTOR MANAGER | | | | OPERATIONS 8 WORKING HOURS MANAGING MANAGER --------------- DIRECTOR | | | | MANAGING DIRECTOR ACTION ESCALATIONS GO FROM TOP TO BOTTOM INFORMATION ESCALATIONS GO FROM LEFT TO RIGHT NOTE: The Field service system continually monitors all Customer Calls and automatically highlights all relevant escalations using the escalation monitor. - ------------------------------------------------------------------------------- ISL Service Level Agreement Page 5 APPENDIX B TIME & MATERIALS PROCEDURE INTRODUCTION This procedure outlines the optional Time & Materials response times ISL contracted and non-contracted customers can chose to highlight the priority of a call. THIS IS NOT A GUARANTEED RESPONSE TIME, therefore the customer will be charged the appropriate amount in conjunction with the time taken to respond. - - 4 Hour response L440.00 (includes the first hour) L55.00 an hour thereafter. - - 8 Hour response L260.00 (includes the first hour) L55.00 an hour thereafter. - - Standard response L130.00 (includes first hour) L55.00 an hour thereafter. THE STANDARD CALL OUT CHARGE CAN BE UP TO 5 WORKING DAYS TO RESPOND. All the above prices are excluding VAT and Parts. All Time & Materials calls will be responded to only when a signed purchase order with a break down of the agreed charges and the work to be carried out is received by the ISL's Customer Service Department. On receipt of the signed Purchase Order, the Customer Service Desk will log a fault call on the Pinnacle Management system which will then generate a job number. the customer will then be contacted and given the job number for future reference. When the Field Service Engineer has completed the Time & Materials work to the customer's satisfaction, a Field Engineering report sheet (FER) will be generated by the Field Service Engineer, and must be then signed by both parties involved. This will state the amount of time taken and any parts used to complete the work. On completion of the work carried out prior to the invoice being generated the Customer will be contacted to ensure they agree fully with all the charges. - ------------------------------------------------------------------------------- ISL Service Level Agreement Page 6 SIGNED BY: ) /s/ [Illegible] For and on behalf of ) Business Data Systems Limited ) In the presence of: [Illegible] ) SIGNED BY: ) /s/ [Illegible] For and on behalf of ) Information Support Limited ) In the presence of: [Illegible] ) SIGNED BY: ) /s/ [Illegible] For and on behalf of ) ISL Software Solutions Limited ) In the presence of: [Illegible] ) Date: 2nd December 1998 To: Information Solutions Limited From: Business Data Systems Limited Garrick House 2/3 Dublin Mews 27 - 32 King Street Edinburgh Covent Garden EH3 6NW London WC2E 8JD and vice versa. Disclosure Letter Dear Sirs These are the disclosures referred to in the Agreement dated 2nd December 1998 ("the Agreement") between (1) Business Data Systems Limited and (2) Information Solutions Limited (hereinafter both referred to as "the Transferee" and "the Transferor" respectively in accordance with the use of those terms in the Agreement) for the respective disposals and acquisitions of the BDSL Hardware Business and the DataBasics Business respectively (both as defined in the Agreement). The definitions in the Agreement shall, unless the context otherwise requires, apply to this letter. We hereby write to record and make the following disclosures in relation to the Agreement as a whole and, in particular but without prejudice to the foregoing generality, in respect of the warranties set out in Clause 14 of the Agreement (hereinafter referred to as "the Warranties"). All the Warranties are made or given subject to this disclosure letter and the liability of the respective Transferors in respect of the Warranties shall be limited accordingly. If any inconsistency is revealed between the Agreement and this disclosure letter, Head 0 PO Box 31, 42 St. Andrew Square Our Ref: 223386 Edinburgh EHZ 2YE Telephone: 0131 556 8555 Date: 2 December 1998 Telac 72230 Facsimile: 0131 317 9114 [LOGO] Information Support Limited Garrick House 27-32 King St Covent Garden London WC2E 8JD Dear Sirs Business Data Systems Limited ("the Vendor"), We have been asked to write to you in connection with your acquisition from the Vendor of the Vendor's business of the sale, supply, installation, support and maintenance of computer hardware equipment ("the Business"). This is being sold in exchange for the acquisition of Datalink Shares and associated software. We, THE ROYAL BANK OF SCOTLAND plc, are the holders of a Bond and Floating Charge granted by the Vendor dated 13th May 1997 and registered with the Register of Companies at Edinburgh on 20th May 1997 ("the Charge"). We hereby confirm: (First) that as at this date we have taken no steps whatsoever to (a) appoint a liquidator or (b) appoint a receiver over the whole or any part of the property or assets of the Vendor; and (Second) that we consent to the release of the Hardware Business from the Charge. Yours faithfully For THE ROYAL BANK OF SCOTLAND plc /s/ Brian O'Donnell - ------------------------- Brian O'Donnell Manager, Corporate Credit Documentation EX-6.4 9 EXHIBIT 6.4 EXHIBIT 6.4 PREMIER COMPUTER GROUP LIMITED -AND- INTEGRITY HOLDINGS LIMITED SHARE SALE AND PURCHASE AGREEMENT DATED PREMIER COMPUTER GROUP LIMITED -AND- INTEGRITY HOLDINS LIMITED - ----------------------------------------------------------------- SHARE SALE AND PURCHASE AGREEMENT - ----------------------------------------------------------------- PATRICK DONAGHY & CO., SOLICITORS, 13/16 DAME STREET, DUBLIN 2. PCD/SS
INDEX TO CLAUSES PAGE NUMBERS - ---------------- ------------ 1 Interpretation 3 2 Agreement for Sale and Purchase 8 3 Purchase Consideration 8 4 Completion 9 5 Post Completion 11 6 Warranties and Representations 12 7 Warrantor Protection Provisions 13 8 Restrictive Covenants of Vendor 14 9 General 15 Schedule 1 Vendor's Particulars 18 Schedule 2 Details of each Group Company 20 Schedule 3 Warranties 27 Schedule 4 Deed of Indemnity 51 Schedule 5 Short Particulars of the Properties 62 Signatures 63
This Agreement is dated the day of December 1998 and made between: "Territory" The Republic of Ireland. "VAT Act" the Value Added Tax Act, 1972. "Vendor's Solicitors" Patrick Donaghy & Co. "Warranties" the warranties and representations contained in clause 6 and Schedule 3. "Warranty Claim" any claim made by the Purchaser for breach of any of the Warranties or any claim made by any Group Company or the Purchaser under the Deed of Indemnity. "Warrantor" The Vendor - other than the IDA Ireland and Brian Kearney. 1.1.2 All references to a statutory provision shall be construed as including references to: (a) any statutory modification, consolidation or re-enactment (whether before or after the date of this Agreement) for the time being in force; (b) all statutory instruments, regulations or orders from time to time made pursuant thereto; (c) any statutory provisions of which a statutory provision is a modification, consolidation or re-enactment. 1.1.3 Any reference to a person shall be construed as a reference to any individual, firm, company, corporation, government, state or agency of a state, or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing. 1.1.4 Any reference to the Vendor includes, where appropriate, his personal representatives. 1.1.5 Any reference to a statutory provision shall be construed as a reference to the laws of Ireland unless the context otherwise indicates. 1.1.6 Except where the context otherwise requires words denoting the singular include the plural and vice versa; words denoting any one gender include all genders. 1.1.7 Unless the context otherwise requires, reference to a clause or sub-clause, paragraph, sub-paragraph, recital, or a Schedule is a reference to a clause or a sub-clause, paragraph, sub-paragraph, recital of or a Schedule as the case maybe of or to this Agreement and the expressions "this Agreement" and "the Agreement" as used in any of the Schedules shall mean this Agreement and any references to "this Agreement" shall be deemed to include the Schedules to this Agreement. 6 1.1.8 Any statement, representation or warranty which is qualified by the expression "to the best of the knowledge, information and belief of the Warrantor" or "so far as the Warrantor is aware" or any similar expression shall be deemed to include a warranty given by the Warrantor that such statement, representation or warranty has been made after due and careful enquiry. 1.1.9 Words and phrases the definitions of which are contained or referred to in Section 2 of the Companies Act, 1963 shall be construed as having the meaning thereby attributed to them. 1.2 Where any party to this Agreement is more than one person:- (a) the Warranties, agreements and obligations contained in this Agreement on the part of such parties shall be construed and take effect as joint and several Warranties, agreements and obligations and the act or default of any one of them shall be deemed to be the act or default of each of them. (b) reference to that party shall refer to each of those persons or any of them as the case may be; (c) the benefits contained in this Agreement in favour of such party shall be construed and take effect as conferred in favour of all such persons collectively and each of them separately. 1.3 The definition of "the Company" where used in relation to and in the Warranties shall include each Group Company as and where the context so requires 1.4 Headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of any provision. 1.5 This Agreement shall in all respects be governed by and construed in accordance with the laws of Ireland. 7 2. AGREEMENT FOR SALE AND PURCHASE. 2.1 Subject to the terms and conditions of this Agreement, the Vendor as beneficial owner shall sell and the Purchaser in reliance upon, inter alia, the Warranties, shall purchase the Shares free from all Encumbrances and with the benefit of all rights attaching to them, with effect from the date of this Agreement. 2.2 The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously in accordance with the provisions of this Agreement. 2.3 Each Vendor hereby waives any pre-emption rights he may have in relation to any of the Shares under the Articles of Association of the Company or otherwise. 3. PURCHASE CONSIDERATION. 3.1 The Purchase Consideration shall be: (a) the sum of L791,096.00 and (b) 1365 ordinary shares in the Purchaser, which shall be divided in the proportions set out in Column 3 of Schedule 1. The Vendor hereby authorises the Purchaser to pay the Purchase Consideration to the Vendor's Solicitors whose receipt shall be sufficient evidence of payment and shall operate as a good discharge to the Purchaser who shall not be concerned as to the distribution of the Purchase Consideration to the Vendor. 3.2 The Purchase Consideration paid by the Purchaser for the purchase of the Shares pursuant to Clause 3.1 hereof shall be deemed to be reduced by the amount, if any, paid pursuant to a Warranty Claim. 3.3 In so far as that portion of the consideration referred to at clause 3.1 (b) above in concerned: these shares excluding the shares which the IDA Ireland and Brian Kearney are entitled to as per column 3 of Schedule 1 shall be held in escrow by the Vendors Solicitors for the period of one year from the date hereof pursuant to the form of Escrow Agreement contained in the sixth schedule hereto and 3.4 The Vendor undertakes with the Purchaser not to sell or otherwise dispose of the shares referred to in Clause 3.1.(b) on or before the 31st January, 2000 provided always that he shares the subject of the Escrow Agreement may be dealt with prior to the date in accordance with the provisions of the Escrow Agreement. 4. COMPLETION 4.1 Completion of the sale and purchase of Shares shall take place at the offices of the Purchaser's Solicitors. At Completion:- 4.1.1 the Vendor shall deliver to the Purchaser and/or its nominees:- (a) duly executed share transfers in respect of the Shares (and of all of the issued shares of each Group Company not registered in the name of a Group Company) and surrender the relevant share certificates in relation to each 8 Group Company (or in the case of any share certificates found to be missing, an express indemnity, in a form satisfactory to the Purchaser); (b) such waivers or consents as are required to enable the Purchaser and/or its nominees to be registered as the holders of the Shares; (c) in relation to each Group Company the statutory books, records and registers (duly written up-to-date), the common seal, the certificate of incorporation (including any certificates of change of name), the title deeds to the Properties and all documents, contracts, licenses, agreements, insurance policies, records, papers, correspondence, files and books of trading and account; (d) the Deed of Indemnity duly executed by the parties thereto; (e) a copy of the memorandum and articles of association of each Group Company certified by the secretary of each Group Company as a true, complete and accurate copy as of the date of Completion; (f) all such other consents, approvals, clearances or licenses of governmental, regulatory or other agencies or persons in connection with the sale and purchase of the Shares as are necessary; (g) copies of all bank mandates of each Group Company together with copies of statements of all bank accounts as at a date not earlier than the day immediately preceding the date of Completion and all cheque books of each Group Company in current use and the cash book balances of each Group Company as at the date of Completion with reconciliation statements reconciling such balances with the bank statements referred to above; (h) all credit cards in the name of or for the account of each Group Company in the possession of any officer or employee of each Group Company resigning as at the date of Completion; (i) the written resignation of the auditors of each Group Company containing confirmation in accordance with the provisions of Section 185(2)(a) of the Companies Act, 1990 that there are no circumstances connected with their resignation which ought to be brought to the attention of the members or creditors of the relevant Group Company and incorporating an acknowledgement that they will have no claim against any of the relevant Group Company in respect of compensation for loss of office or on any account whatsoever including fees for services rendered. (j) the original of any power of attorney under which any document required to be delivered to the Purchaser under this clause has been executed; (k) a Certificate of Title relating to the Properties provided by the Vendor's Solicitors in a form approved by the Purchaser's Solicitors. (l) letters of resignation under seal from Brian Kearney for each Group Company resigning with effect from termination of the meeting of the Board referred to at clause 4.1.2(c) hereof from his directorships in any Group Company, containing an acknowledgement that he has no claim against any 9 Group Company (as the case may be) in respect of breach of contract, compensation for loss of office or otherwise howsoever arising Mr. Kearney, as shareholder in Next Financial Development Limited (Next) will procure the non-employment of the Next Contract with the Company:- for which he shall be paid the consideration secondly appearing opposite his name in Schedule I hereto. 4.1.2 The Vendor shall procure: (a) the discharge of all monies owing to each Group Company (whether then due for payment or not) by the Vendor or the directors or any Group Company or by any of them or by any Connected Person; (b) the release of any and all guarantees or indemnities or security given by any Group Company for or on behalf of the Vendor or the directors of any Group Company or any of them or any other person; (c) that a meeting of the Board (and a meeting of the directors of any Group Company as the case may be) is held at which, inter alias:- (i) the share transfers referred to in clause 4.1.1(a) are approved (subject only to stamping); (ii) such persons as the Purchaser may nominate are appointed as directors, auditors and solicitors of each Group Company with immediate effect; (iii) all existing mandates for the operation of bank accounts of each Group Company are revoked and new mandates are issued giving authority to such persons as the Purchaser may nominate; (iv) the registered office of each Group Company is changed to 44-45 St. Stephen's Groen, Dublin 2; (v) the Company approves and authorizes the execution of the Deed of Indemnity; (vi) the resignation of the auditors of each Group Company is accepted; 4.1.3 The Vendor shall: (a) assign and/or deliver to a Group Company any asset whatever (including bank balances, agencies or appointments) in his name or in the name of a company or companies controlled by him which asset is related to the business of any Group Company carried on at Completion; (b) irrevocably waive any claims against any Group Company its agent, or employees which he may have outstanding at Completion. 4.1.4 The Purchaser shall: (a) subject to the compliance by the Vendor with all of his obligations under clause 4.1.1, 4.1.2 and 4.1.3 pay the Purchase Consideration by way of bank 10 draft to the Vendor's Solicitors in accordance with clause 3; 4.2 As and from completion while Paul Carroll is the sole nominee of the Purchaser to the Board of each Group Company he shall be deemed on each vote taken thereat to have four votes. 5. POST COMPLETION:- 5.1 The Purchaser shall complete the stamping of the share transfers referred to in clause 4.1.1(a) as soon as practicable. Prior to such stamping being completed, the Vendor shall co-operate in any manner reasonably required by the Purchaser for the convening of any general meetings required by the Purchaser, including the completion of proxy forms on a timely basis and generally shall act in all respects as the nominee of and in accordance with the reasonable directions of the Purchaser; 5.2 The Vendor and the Purchaser shall, within five Business Days of Completion, give to each Group Company such notice as is required by Section 53 of the Companies Act, 1990. 11 6. WARRANTIES 6.1 In consideration of and as an inducement to the Purchaser entering into this Agreement the Warrantor warrants and represents to the Purchaser, subject to clause 7 that: 6.1.1 the Vendor and the Warrantor have and will have full power and authority to enter into and perform this Agreement and the Deed of Indemnity which constitute or when executed will constitute binding obligations on him in accordance with their respective terms; 6.1.2 the Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid; 6.1.3 there is no Encumbrance on, over or affecting the Shares and there is no agreement or arrangement to give or create any Encumbrance and no claim has been or will be made by any person to be entitled to any of the foregoing; 6.1.4 the Vendor is entitled to transfer the full legal and beneficial ownership of the Shares and any share in any Group Company as provided in clause 4.1.1 (a) to the Purchaser on the terms of this Agreement without the consent of any third party; 6.1.5 the Group Companies listed in Schedule 2 are all the present Subsidiaries of the Company; 6.1.6 the information in Schedule 2 relating to each Group Company is true and accurate in all respects; 6.1.7 the Company (or where specified a Group Company) is the sole beneficial owner of the shares in each Group Company listed in Part 2 of Schedule 2 free from any Encumbrances; 6.1.8 save as fully and fairly disclosed in the Disclosure Letter, the Warranties are true and accurate in all respects; 6.1.9 the contents of the Disclosure letter are true and accurate in all respects and fully and fairly disclose every matter to which they relate. 6.2 Each of the Warranties is separate and independent and without prejudice to any other Warranty and, except where expressly stated otherwise, no clause of this Agreement shall govern or limit the extent or application of any other clause. 6.3 The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected or extinguished by Completion, by any investigation made by it or on its behalf into the affairs of any Group Company, by its rescinding or failing to rescind this Agreement, or failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter, except a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 6.4 None of the information supplied by any Group Company or its professional advisers to the Warrantor or his agents, representatives or advisers in connection with the Warranties and the contents of the Disclosure Letter, the Deed of Indemnity or otherwise in relation to the business or affairs of any Group Company, shall be deemed a representation, warranty or guarantee of its accuracy by the Group Company to the Warrantor and the Warrantor waives 12 any claims against the Group Company (and its employees and agents) which he might otherwise have in respect of it. 6.5 The Purchaser acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than the Warranties. 6.6 Reference in the Warranties to "the Company" shall include each Group Company to the intent that the Warranties shall apply to and be given in respect of each Group Company. 7. WARRANTOR PROTECTION PROVISIONS 7.7.1 The liability of the Warrantor in relation to the Warranties shall cease on 31st January 2000 in relation to claims other than for Taxation and on 31st January 2005 in relation to claims for Taxation and under the Deed of Indemnity save as regards an alleged specific breach of which notice in writing (containing details of the event or circumstance giving rise to the breach, the basis upon which the Purchaser is making a claim against the Warrantor and an estimate (where available) of the amount of liability which may result) has been given to the Warrantor prior to the relevant date. 7.7.2 The total liability of the Warrantor under the Warranties and the Deed of Indemnity shall not in any event exceed L400,000 and the reasonable costs and expenses or the Purchaser in pursuing claims under the Warranties and/or the Deed of Indemnity. 7.7.3 The provisions of this Section 7.7 shall not limit the liability of the Warrantor for any Warranty Claim relating to:- (a) the Vendor's title to, or the status or validity of the Shares; or (b) any claim which arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Vendor or the Warrantor. 7.7.4 There shall not be any liability for any Warranty Claim unless the aggregate liability (or what would be the aggregate liability apart from this paragraph 7.7.4) exceeds L10,000. 13 8. RESTRICTIVE COVENANTS OF VENDOR 8.1 For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Company and each Group Company, the Vendor other than the IDA Ireland and Brian Kearney undertakes with the Purchaser for his own benefit and for the benefit of each Group Company that:- 8.1.1 he shall not make use of or disclose to any person and shall use his best endeavours to prevent the publication or disclosure of any information concerning the business, accounts or finances of any Group Company or any of their dealings transactions and affairs or any trade secrets, confidential information, processes, operations or formulae in his knowledge or possession; 8.1.2 for the period of two years after Completion the Vendor will not either solely or jointly, directly or indirectly engage in the business of the manufacture, sale, marketing, dealing in or distribution of goods and services similar to or competing with goods and services manufactured, sold, marketed, dealt in or distributed by any Group Company at the date hereof in the Territory nor become involved or connected with nor carry on, participate assist, be engaged or concerned or interested (except as the holder or beneficial owner for investment purposes of not more than 5% nominal value of any class of securities listed or dealt in on a recognised stock exchange) in the Territory during the said period in any company or firm carrying on any such business whether as employee, director, partner, consultant, agent, shareholder or sole proprietor or otherwise howsoever; 8.1.3 for the period of two years after Completion either on his own account or for any other person directly or indirectly solicit, interfere with or endeavour to entice away from any Group Company any person who to his knowledge is at Completion or has during the two years preceding Completion been a client, customer or employee of, or in the habit of dealing with any Group Company. 8.1.4 he shall not interfere either directly or indirectly or take any such steps as may interfere with the continuance of supplies to any Group Company (or the terms relating to such supplies) from any suppliers who are at the Completion or who have been at any time during the period of two years immediately preceding Completion supplying materials, components, products, goods or services to any Group Company. 8.1.5 he shall procure that no company owned or controlled by him (and, insofar as he is able to ensure the same, none of their Subsidiaries) will act in such a way as would be a contravention of the obligations contained in this Clause 8.1 if they were themselves so to act. 8.1.6 for the purpose of this clause and all the Warranty and Tax Indemnity provisions hereof the term the Vendor shall exclude the IDA Ireland and Brian Kearney. 14 8.2 The parties hereto consider that the restrictions set out in clause 8.1 are reasonable and necessary in the circumstances for the protection of the legitimate interests of the Purchaser but if any such restrictions shall be adjudged or held to be void or unenforceable by any court, regulatory authority or agency of competent jurisdiction for whatever reasons but would be valid if part of the wording were deleted or the period of time reduced or the areas reduced in scope the said restrictions shall apply with such modification as may be necessary to make them valid effective and enforceable. 9 GENERAL 9.1 No announcement shall be made in respect of the subject matter of this Agreement unless specifically agreed between the parties or it is an announcement required by law issued after prior consultation between the parties and not until two weeks following completion. 9.2 If any of the Shares shall at any time be sold or transferred, the benefit of each of the Warranties and Deed of Indemnity may be assigned to the purchaser or transferee who shall accordingly be entitled to enforce each of the Warranties and the Deed of Indemnity against the Warrantor as if he were named in this Agreement as the Purchaser. 9.3 This Agreement shall enure to the benefit of and be binding upon each party's successors and permitted assigns and personal representatives (as the case may be) but, except as expressly provided, none of the rights of the parties under this Agreement including the Warranties and the Deed of Indemnity may be assigned or transferred. 9.4 Subject to clause 9.5, all expenses incurred by or on behalf of the parties, including all fees of agents, representatives, solicitors, accountants and actuaries employed by any of them in connection with the negotiation, preparation or execution of this Agreement, shall be borne solely by the party who incurred the liability and no Group Company shall have any liability in respect of them. 9.5 If the Purchaser determines or rescinds this Agreement under any of its provisions or under the general law then, in addition to any right or remedy which it may have against the Vendor for breach of this Agreement or the Warranties, the Vendor shall indemnify the Purchaser for all costs, charges and expenses incurred by it in connection with the negotiation, preparation and determination or rescission of this Agreement and all matters which it contemplates. 15 9.6 Any notice or other communication whether required or permitted to be given hereunder shall be given in writing and shall be deemed to have been duly given if delivered by hand to the addressee or if sent by pre-paid post addressed to the party to whom such notice is to be given at the address set out for such party herein (or such other address as he or it may from time to time designate to all other parties hereto in accordance with the provisions of this clause 9.6) and any such notice or other communication shall be deemed to have been duly given if delivered by hand at the time of delivery and if sent by post as aforesaid forty eight hours after the same shall have been posted. 9.7 Any liability to any party under the provisions of this Agreement may in whole or in part be released, varied, compounded or compromised by such party in its absolute discretion as regards any party under such liability without in any way prejudicing or affecting its rights against any other party under the same or a like liability whether joint and several or otherwise. A waiver by any party of any breach of the terms, provisions or conditions of this Agreement or the acquiescence of a party hereto in any act (whether of commission or omission) which but for such acquiescence would be a breach of aforesaid shall not constitute a general waiver of such term, provision or contribution or of any subsequent act contrary thereto. 9.8 This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which when executed and delivered shall constitute an original, all such counterparts together constituting but one and the same instrument. 9.9 This Agreement together with the Deed of Indemnity and the Disclosure Letter shall supersede, cancel and replace any and all previous agreements made between any of the parties hereto relative to its subject matter. 9.10 At the request of the Purchaser the Vendor shall (and shall procure that any other necessary parties shall) execute and do all such documented acts and things as may reasonably be required subsequent to Completion by the Purchaser in order to perfect the right, title and interest of the Purchaser to and in the Shares and in the shares in the Group Companies and to procure the registration of the Purchaser or his nominee as the registered holder of the Shares and the shares in each Group Company as appropriate. 9.11 Each of the parties hereto hereby agrees for the benefit of the other and without prejudice to the right to take proceedings in relation hereto before any other court of competent jurisdiction, that the courts of Ireland shall have jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with this Agreement and for such purposes irrevocably submits to the jurisdiction of such courts. 16 9.12 The Purchaser hereby irrevocably authorises and appoints Messrs Ivor Fitzpatrick & Co. to accept service of all legal process arising out of or in connection with this Agreement and service on Messrs. Ivor Fitzpatrick & Co. shall be deemed services on The Purchaser. 9.13 The Vendor hereby irrevocably authorises and appoints Messrs. Patrick Donaghy & Co. to accept service of all legal process arising out of or in connection with this Agreement and service on Messrs. Patrick Donaghy & Co. shall be deemed services on the Vendor. IN WITNESS WHEREOF this Agreement has been duly executed on the date shown at the beginning of this Agreement. 17 SCHEDULE 1 Vendor's Particulars
Vendors names and addresses Number of Properties of Shares held Purchase Consideration Cash - Shares IDA Ireland, 715 275,000 - 49844 Wilton Park House, Dublin 2. Brian Kearsey, 595 228,944 - 41479 Rabeen, Brittas, Co. Dublin. Per C???? 50,000 - 9062 4.1.(1) Mark Howell, 106 26,500 - 4883 18 Orlegh Downs, Templeagac, Dublin 16. William Reid, 124 31,000 - 5619 30 Eaton Wood, Shankill, Co. Dublin. Brendon Redmond, 98 24,500 - 4440 16 Friarswood Road, Goatstown, Dublin 14. Leo McCarthy, 124 31,000 - 5619 4 Marley Walk, Marley Grange, Rathfarsham, Dublin 16. Leo Hofferman, 53 13,250 - 2401 41 Shomick Grove, Skerries, Co. Dublin. Paul Clancy, 53 13,250 - 2401 18 Oaklands Church Lane, Greystones, Co. Wicklow.
18 Vendor's Particulars
Vendors names and addresses Number of Properties of Shares held Purchase Consideration Cash - Shares Declan McGonagle, 53 13,250 - 2401 6 Brookpark, Finnstown Abbey, Lucan, Co. Dublin. Peter Noonan, 98 24,500 - 4447 130 South Circular Road, Dublin 8. Ed Clear, 45 11,250 - 2039 Sorrell, Bellvue, Delgany, Co. Wicklow. John Trayner, 45 11,250 - 2039 60 Broadford Close, Ballisteer, Dublin 16. Treasury 156 37,500 - - ----------------------------------- Total Shares 2265 791,096 136588 -----------------------------------
19 Directors: Name Address Brian Kearney Raheen, Brittas, Co. Dublin. Mark Howell 18 Orlagh Downs, Templeogue, Dubin 16. Secretary: Mark Howell 18 Orlagh Downs, Templeogue, Dubin 16. NAME OF SUBSIDIARY: TECHSONIX LIMITED Registered number: Share capital: authorised: issued: 210 Shares issued as follows: 175 - Ravplot Limited 19 - Brian McNaughton 15 - Bermingham Technology Limited Registered Office: Directors: Name Address Brian Kearney Raheen, Brittas, Co. Dublin. Keith Venner Mark Howell 18 Orlagh Downs, Templeogue, Dubin 16. Secretary: Mark Howell 18 Orlagh Downs, Templeogue, Dubin 16. NAME OF SUBSIDIARY: PROGRESS SYSTEMS LIMITED Registered number: Share capital: authorised: issued: 2 Shares issued - 1 to the Company and 1 to Brian Kearney in trust for the Company. Registered Office: 23 Directors: Name Address Brian Kearney Raheen, Brittas, Co. Dublin. Declan McGonigle 6 Brookpark, Finnstown Abbey, Lucan, Co. Dublin. Mark Howell 18 Orlagh Downs, Templeogue, Dubin 16. Secretary: Mark Howell 18 Orlagh Downs, Templeogue, Dubin 16. 24 SCHEDULE 3 WARRANTIES 1. INFORMATION 1.1 All information given by or on behalf of the Company or the Vendor to the Purchaser or to its professional advisors in the course of negotiations leading to this Agreement was when given and is as the date hereof true and accurate in all respects and so far as such information is expressed as a matter of opinion such opinions were when given and are at the date hereof truly and honestly held and not given casually or recklessly or without due regard for the accuracy. There is to the best of the knowledge information and belief of the Warrantor no fact or matter which has not been disclosed in writing to the Purchaser or to its professional advisors which would render such information untrue or misleading or which on the basis of the utmost good faith ought to be disclosed to an intending purchaser of shares in the Company or the disclosure of which might reasonably affect the willingness of the Purchaser to purchase the Shares on the terms (including price) of this Agreement. 1.2 The information set out in the Reclials and in the Schedules to this Agreement is true, complete and accurate in all respects. 2 CONSTITUTION OF THE COMPANY 21. The copy of the memorandum and articles of association of the Company delivered by the Vendor to the Purchaser at Completion is true, complete and accurate. 2.2 The copy of the memorandum and articles of association referred to as 2.1 above has embodies therein or annexed thereto a copy of every such resolution or agreement as is referred to in Section 143 (4) of the Companies Act, 1963. Neither the Company nor any class of its members has passed any further resolutions (other than resolutions relating to business at annual general meetings which was not special business). 2.3 The Company has complied with the provisions of the CA and all returns, particulars, resolutions and other documents required under any legislation to be delivered on behalf of the Company to the Registrar of Companies or to any other authority whatsoever have been properly made and delivered. 25 remuneration, emoluments, expenses or other payments or benefits whatsoever (whether or not gratuitous) other than those which are deductible from the profits of the Company in computing its corporation tax. (f) No debt owing to the company has been deferred, released, reduced, subordinated or written-off or has proved to any material extent irrecoverable. (g) The Company has paid its creditors in accordance with their respective credit terms. (h) There has not been any material damage, destruction or loss (whether or not covered by insurance) to or affecting any assets of the Company. (i) No commitment on capital account has been created or entered into. (j) No liabilities have been incurred other than in the ordinary and usual course of business. (k) The authorised share capital of the Company has not been increased and no share or loan capital in the Company has been issued or agreed to be issued. 6 RECORDS 6.1 All proper and necessary books of account minute books registers and records have been maintained by the Company are in its possession and contain information in accordance with generally accepted principles relating to all transactions to which the Company has been a party and all such books registers and records are duly written up to date and do not contain any material inaccuracies. 6.2 All documents relating to the Company required to be filed with the Registrar of Companies pursuant to the CA or under any other statute or instrument in force have been duly filed up to date and all statutory records required to be kept by the Company have been properly kept and will be so kept. 6.3 The register of members of the Company accurately and sufficiently records its members from time to time and the Company has not received any notice of any intended application or proceedings to rectify the said register. 6.4 All the accounts, books, ledgers, financial and other records, of whatsoever kind, of each Company:- (a) have been fully, properly and accurately kept and completed; (b) do not contain any material inaccuracies or discrepancies of any kind; (c) give and reflect a true and fair view of its trading transactions and its financial, contractual and trading position. 6.5 The Company is in possession of all its books, records, papers and deeds and documents of title. 28 7 BORROWING 7.1 Full and accurate details of all overdrafts, loans or other financial facilities outstanding or available to the Company at Completion are contained in the Disclosure Letter and true and correct copies of all documents relating thereto are annexed to the Disclosure Letter and the Company has not done anything whereby the continuance of any such overdrafts, loans or other financial facilities in full force and effect might be affected or prejudiced and the Company is not in default under any instrument constituting any indebtedness or under any guarantee of, or security or indemnity for, any indebtedness and there is no reason why any such indebtedness, guarantee, security or indemnity should be called or the liabilities thereunder accelerated before their due date (if any) or any loan facilities terminated. 7.2 Save as disclosed in the Disclosure Letter pursuant to Warranty 7.1 hereof, there are no debts owing by or to the Company other than debts which have arisen in the ordinary course of business and the Company. 7.3 Except for the bank accounts disclosed in the Disclosure Letter the Company does not have any outstanding loan capital and has not borrowed any money which it has not repaid and has not lent any money which has not been repaid to it and does not own the benefit of any debt (whether present or future) other than debts due to it in the ordinary course of business. 7.4 The Company has no bank accounts or deposit accounts other than those disclosed in the Disclosure Letter showing the position as of the day prior to the execution of this Agreement in relation to the credit and debit balances thereon and since such statements there have been no payments out of any such accounts save for routine payments in the ordinary course of business. 7.5 The total amount borrowed by the Company from its bankers does not exceed its approved facilities and the total amount borrowed by the Company from whatever source does not exceed any limitation on its borrowing contained in its memorandum and articles of association or in any debenture or loan stock deed or other deed or document executed by it. 8 INSOLVENCY 8.1 No order has been made or petition presented or resolution passed or any proceedings or action taken for the winding up of the Company or for or with the view to appointing a receiver, an examiner, administrator, trustee or other similar officer to the Company nor has any distress, execution, sequestration, attachment or other process being levied or entered upon or sued out against any property or asset of the Company. 29 8.2 The Company has not ceased payment of any debt and is not insolvent or unable to pay its debts within the meaning of Section 214 of the Companies Act 1963 or Section 2 of the Companies (Amendment) Act 1990 and no encumbrancer has taken possession or attempted to take possession of or exercised or attempted to exercise any power of sale in respect of the whole or any part of the undertaking, property, assets or revenues of the Company and no receiver has been appointed or could be appointed by any person over the whole or any part of the undertaking, property, assets or revenues of the Company and there is no unfulfilled or unsatisfied judgement, ruling, order, decree or directive outstanding against the Company and there has been no delay by the Company in the payment of any obligation due for payment. 9 INTERESTED PARTIES 9.1 No indebtedness or liability (whether actual or contingent and whether or not quantified or disputed) and no contract, commitment or arrangement is outstanding between the Company and the Vendor or any Connected Person. 9.2 Neither of the Vendor nor any Connected Person has any right or interest, directly or indirectly, in any business which is or is likely to be or to become competitive with the business of the Company. 9.3 Neither the Vendor nor any Connected Person is entitled to any claim of whatsoever nature against the Company and neither the Vendor nor any Connected Person has assigned to any person the benefit of any such claim to which he would otherwise have been entitled. 10 LITIGATION The Company is not engaged in any litigation or arbitration proceedings or any dispute and has not been served with any notice making it a party to any litigation, arbitration, prosecution or other legal proceedings or to any dispute save debt collection by the Company in the ordinary course of business, and no litigation, arbitration, prosecution or other legal proceedings are threatened or pending either by or against the Company and there are no facts known to the Vendors which might give rise to any such proceedings or to any dispute and in particular but without prejudice to the generality of the foregoing the Company is not liable to make any payment to any person under the Redundancy Payments Act of 1967 and it has complied as respects all its employees with the Holidays (Employees) Act, 1973; the Minimum Notice and Terms of Employment Act, 1973; the Anti-Discrimination (Pay) Act 1974; the Protection of Young Persons (Employment) Act, 1977; the Unfair Dismissals Act, 1977; the Protection of Employment Act 1977; the Employment Equality Act 1977; the Worker Protection (Regular Part-Time Employees) Act, 1991; Payment of Wages Act, 1991; Terms of Employement (Information) Act, 1994; Maternity Protection Act, 1994 and the Adoptive Leave Act, 1995. 11 INSURANCE The policies of insurance which are maintained by the Company afford the Company adequate cover against such risks as companies carrying on the same type of business as the Company commonly cover by insurance and in particular, but without limitation, adequately 30 Insure against employer's liability and third party public liability (including, without limitation, product liability) and insure the assets of the Company against fire and other usual risks in their full replacement value (including professional fees) and all such policies of insurance are in full force and effect and there are no circumstances which might lead to any liability under such insurance been avoided by the insurers or the premiums being increased and Completion will not have the affect of terminating, or entitling any insurer to terminate, cover under any such insurance and no claim is outstanding by the Company under any such policy of insurance and there are no circumstances likely to give rise to any such claim. 12 INTELLECTUAL PROPERTY 12.1 The business of the Company as now carried on does not involve the unlicensed use of confidential information, know-how or technical data and does not and is not likely to infringe any Intellectual Property rights of any other person. 12.2 Particulars of all Intellectual Property used by the Company in connection with its business (all of which are beneficially owned exclusively by and registered in the name of the Company and none of which will lapse before Completion) are contained in the Disclosure Letter and no licence or other right in respect thereof has been granted or agreed to be granted and no such rights are being used, claimed, opposed or attached by any other person. 12.3 The Company has not granted any licences or entered into any agency agreements or distribution agreements save in the ordinary course of business at arms length and which contain no unduly onerous or restrictive terms and which have been entered into for the benefit of the Company and the development of its business. 13 AGREEMENTS AND ARRANGEMENTS 13.1 There are in force no powers of attorney given by the Company and no person, as agent or otherwise, is entitled or authorised to bind or commit the Company to any obligation not in the ordinary course of the Company's business. 13.2 The Company is not party to or bound by and no asset of the Company is affected by:- (a) any contract of guarantee, indemnity or suretyship; (b) any contract for services (other than contracts in the normal course of business or for the supply of electricity or normal office services); (c) any agreement or arrangement which may be terminated as a result of any change in the control management or shareholders of the Company; (d) any material, long term, unusual or onerous contract, agreement, commitment, obligation or arrangement; (e) any contract made otherwise than in the ordinary and usual course of business of the Company; 31 (f) any agreement or arrangement which involves or is likely to involve the supply of goods by or to the Company the aggregate sales value of which would represent in excess of 10% of the turnover of the Company by reference to the Accounts; (g) any agreement or arrangement which in any way restricts the freedom of the Company to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit; (h) any agreement, decision or concerted practice which has as its object or effect the prevention, restriction or distortion in competition of trade in any goods or services in any market or territory; (i) any agreement or arrangement otherwise than by way of bargain at arms length; (j) any sale or purchase option or similar contract or arrangement affecting any asset owned or used by the Company or by which the Company is bound; (k) any contract which cannot readily be fulfilled or performed by the Company on time or without undue or unusual expenditure of money or effort; (l) any agreement or arrangement whereby the Company is, or has agreed to become, a party to any exclusive manufacturing, production, supply, distribution, agency or trading rights or obligations; or (m) any agreement or arrangement which involves or is likely to involve an aggregate expenditure by the Company in excess of L500. 13.4 The Company is not a party to any contract which by reason of the sale of the Shares or any provision of this Agreement gives any other contracting party the right to terminate the contract or to be relieved of any obligation or create or increase any obligation on the Company (whether to make payment or otherwise) to any person. 13.5 No person with whom the Company has entered into any agreement or arrangement is in default thereunder being a default which would have an adverse effect on the financial or trading position or prospects of the Company and there are no circumstances likely to give rise to any such default. 14 ASSETS 14.1 The assets included in the Accounts or acquired since the Accounts Date other than trading stock subsequently disposed of in the ordinary and usual course of business or trading stock acquired subject to retention or reservation of title by the supplier or manufacturer thereof are fully and accurately disclosed in the Disclosure Letter and all assets used by the Company:- (a) are legally and beneficially owned by the Company free from any Encumbrance or any agreement or commitment to give or create, or any claim by any person to be entitled to any, Encumbrance; (b) are not the subject of any agreement for lease, hire, hire purchase, 32 conditional purchase or sale on deferred terms save as disclosed in the Accounts; (c) are in the possession and under the control of the Company; (d) comprise all the assets necessary to enable the Company to carry on its business fully and effectively in the ordinary course. 14.2 The plant, machinery, apparatus, implements, computers, vehicles and other chattels and equipment used in connection with the business of the Company:- (a) are in a good and proper state of repair and condition and satisfactory working order and have been regularly and properly maintained; (b) are all capable and (subject to normal wear and tear) will remain capable throughout the respective periods of time during which they are each written down to a nil value in the accounts of the Company (in accordance with generally acceptable accountancy principles consistently applied prior to the date hereof) of doing the works for which they were designed or acquired; and (c) are not expected to require replacements or additions at an aggregate cost in excess of L5,000 within a period of twelve months immediately after Completion; 14.3 The stock-in-trade of the Company is in good condition and is capable of being sold by the Company in the ordinary course of its business in accordance with its current price list without rebate or allowance to a purchaser. 14.4 The stock-in-trade of the Company is not excessive and is adequate in relation to the current trading requirements of the business of the Company; and none of the stock is obsolete, slow moving, unusable, unmarketable or inappropriate or of limited value in relation to the current business of the Company. 15 EMPLOYEES 15.1 The particulars shown in Schedule 2 are true and complete and no person not named therein as such is a director or shadow director of the Company. 15.2 The particulars shown in the schedule of employees annexed to the Disclosure Letter show all employees of the Company at the date of this Agreement and all remuneration payable and other benefits and privilege provided or which the Company is bound to provide to each officer and employee of the Company and are true and complete and accurate in all material respects. 15.3 There is not outstanding any contract of service between the Company and any of its directors, officers or employees which is not terminable without compensation (other than any compensation payable by statute) on six months' notice, or less. 15.4 No officer or employee of the Company is entitled to any remuneration, loan, commission or other emoluments of whatsoever nature calculated by reference to the profits or sales of the Company and the Company is not party to or bound by any share option, profit sharing, bonus or commission scheme in respect of any of its 33 officers or employees. 15.5 Save as provided or allowed for in the Accounts: (a) No liability has been incurred by the Company for breach of any contract of service or for services, redundancy payments, compensation for wrongful or unfair dismissal or breach of any statute, or for failure to comply with any order for the reinstatement or re-engagement of any employee, and (b) No gratuitous payment has been made or promised by the Company in connection with the actual or proposed termination or suspension of employment or variation of any contract of employment or for the supply of services of any present or former director, employee or supplier of services. 15.6 Within a period of one year preceding the date of this Agreement, the Company has not given notice of any redundancies to the Minister for Enterprise and Employment, or started consultations with any trade union, under Part II of the Protection of Employment Act, 1977 or Regulation 7 of the European Communities (Safeguarding of Employee's Rights on the Transfer of Undertakings) Regulations, 1980. 15.7 The Company has complied in all material respects with all: (a) legal obligations; (b) codes of conduct or practice; and (c) collective agreements, customs and practices relevant to employees of trade union, and has maintained current, adequate and suitable records regarding service. 15.8 (a) The Company has complied with all recommendations made by Industrial Relations Officers of the Labour Relations Commission, by Equality Officers or by the Labour Court. (b) The Company is not involved in any material industrial or trade dispute, or negotiation regarding a claim, with any trade union or other group or organisation representing employees, and there are no facts known, or which would on reasonable enquiry be known, to the Warrantor which might indicate that there might 16 PENSIONS 16.1 The Disclosure Letter contains a complete and accurate list and summary description of all existing pension and death benefit schemes (the "Pension Schemes") of the Company. 16.2 With the exception of the Pension Schemes, there are not in existence nor has any proposal been announced or commitment given to establish any retirement, death or disability benefit scheme for officers or employees (or any dependant of any of them) of the Company nor is the Company under any obligation (whether legally 34 binding or established by custom to or in respect of any present or former officers or employees (or any dependant of any of them) of the Company with regard to retirement, death or disability benefits pursuant to which the Company is or may become liable to make payments and no pension or retirement or sickness gratuity is currently being paid or has been promised by the Company to or in respect of any present or former officer or employee (or any dependant of any of them) of the Company. 16.3 The Pension Schemes are exempt approved schemes within the meaning of Sections 15 and 16 of the Finance Act 1972 and the Warrantors is not aware of any reason why such approval might be withdrawn. 16.4 A true copy of the latest actuarial valuation of each of the Pension Schemes which is a defined benefit scheme has been disclosed in the Disclosure Letter and the actuary who signed these valuations is the present actuary to the Pension Schemes. There has been disclosed in the Disclosure Letter the basis on which the Company contributes to the Pension Schemes and the Company has, since the date of the last actuarial valuation of the Pension Schemes, continued and to contribute to the Pension Schemes on such basis. 16.5 On the basis of the actuarial methods and assumptions used in the latest actuarial valuation of each of the Pension Schemes which is a defined benefit scheme, the assets of the Pension Scheme will at the date of this Agreement be sufficient to fund the benefits in payment and those prospectively and contingently payable under the Pension Scheme in respect of pensionable service credited or completed up to completion making allowance on the basis provided in the latest actuarial valuation for projected future increases in salaries. 16.6 (a) All contributions and expenses due under the Pension Schemes in respect of the period up to the date of this Agreement have been paid and applied in accordance with the provisions of the relevant Pension Scheme. (b) The Pension Schemes have been duly administered in accordance with all applicable laws, regulations and requirements (including Revenue and trust requirements). (c) All employees eligible for admission to membership of the Pension Schemes have been admitted to membership as of the date on which they became eligible (or declined membership when offered). (d) All death in service benefits are fully insured at normal rates. (e) There is no practice of granting discretionary pension increases under the Pension Schemes. 17 SAFETY IN INDUSTRY 17.1 The Company has duly discharged its duties and performed its obligations under, and in compliance with, the Safety in Industry Acts 1955 and 1980 (the "SAIS") and under the Safety, Health and Welfare at Work Act 1989 (the "SHW Act") and all regulations, directions, notices and orders made or served thereunder and has complied with any relevant code of practice issued by the National Authority for Occupational Safety and Health established pursuant to the SHW Act. 35 17.2 Neither the Company or any of the Properties is subject to any investigation or inquiry pursuant to the SAIS or the SHW Act and no direction, notice or order has been served on the Company or any of the Properties pursuant to the SAIS or the SHW Act and no application has been made to court under the SAIS or the SHW Act for an order restricting or prohibiting the use of any of the Properties or any part thereof, nor is any prosecution threatened or pending in respect of any possible breach of the SAIS or the SHW Act or related regulations. 18 ENVIRONMENT 18.1 The Company and each of its operations and properties [together with all previous owners and operators of those properties and operations] is, and has at all times been, in compliance with all applicable Environmental Laws (as hereinafter defined) and has obtained all requisite Environmental Licences (as hereinafter defined) and is, and has at all times been, in compliance with all such Environmental Licences and there are no circumstances which may give rise to the amendment, suspension, cancellation, revocation or non-renewal of any such Environmental Licences or which may lead to the imposition of any onerous or unusual conditions in respect of any such Environmental Licences whether upon renewal thereof or otherwise. 18.2 Neither the Company nor any of its present or past operations or properties is or has been the subject of any outstanding or anticipated investigation, inquiry, dispute, claim, demand, action, suit, proceeding, litigation, notice, order, judgement, ruling, decree, citation, prosecution or award of whatever nature in relation to any Environmental Release (as hereinafter defined) or any Environmental Laws or Environmental Licences and [to the best of the information, knowledge and belief of the Warrantor there are no circumstances which may give rise to any of the foregoing. 18.3 The Company has not been negligent and has not created a nuisance in the maintenance or conduct of its operations or properties relative to the Environment (as hereinafter defined). 18.4 The Company has not caused or contributed to any Environmental Release and there are no circumstances which may give rise to any Environmental Release by the Company. 18.5 For the purposes of this Warranty the following words and expressions shall have the following meanings:- 1. "ENVIRONMENT" shall mean without limitation (a) any and all buildings, structures, fixtures, fittings, appurtenances, pipes, conduits, valves, drains, sewers, tanks, vessels and containers whether above or below ground level, and (b) ambient air, land surface, sub-surface strata, soil, surface water, ground water, aquifers, river sediment, marshes, wet lands, flora and fauna. 2. "CONTAMINANT" shall mean any material, substance, chemical, gas, solid, liquid, waste, effluent, polluting matter, noise or contaminant which is identified or defined in or regulated by or pursuant to any Environmental Laws or which upon release into the Environment presents a danger to the Environment or to the health or safety or welfare of any person. 36 3. "ENVIRONMENTAL RELEASE" shall mean the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Contaminant into the Environment. 4. "ENVIRONMENTAL LAWS" shall mean (a) the common law and (b) all laws, by-laws, statutes, regulations, rules, orders, instruments, decrees, directives, decisions, injunctions, rulings and judgements of any government, local government, international, supra national, executive, administrative, judicial or regulatory authority or agency whether of Ireland, the European Union or elsewhere and all approved codes of practice relating to the protection of the Environment or of human health or safety or welfare or to the manufacture, formulation, processing, treatment, storage, containment, labelling, handling, transportation, distribution, recycling, release, disposal, removal, remediation, abatement or clean-up of any Contaminant, including (without prejudice to the generality of the foregoing) the provisions of the Public Health (Ireland) Act 1878, the Local Government (Water Pollution) Acts 1977 and 1990, the Fisheries (Consolidation) Act 1959, the Air Pollution Act 1987, the European Communities (Waste) Regulations 1979, the Waste Management Act, 1996, the European Communities (Environmental Impact Assessment) Regulations 1989-1996 and the Local Government (Planning and Development) Acts 1963-1993, The Environmental Protection Agency Act, 1992 and any and all regulations, orders and notices made or served thereunder or pursuant thereto. 5. "ENVIRONMENTAL LICENCE" shall mean any permit, licence, approval, consent or authorisation required by or issued pursuant to any applicable Environmental Laws. 19 PROPERTIES 19.1 (a) The Properties comprises all the lands and buildings owned, occupied or used by the Company or in which the Company has any interest and Schedule 5 contains full and accurate particulars of the title of the Company thereto and the description of the Properties contained in Schedule 5 is a sufficiently accurate and complete description of such Properties for the purpose of an assurance mortgage or charge of the whole thereof. (b) The Company is the legal and beneficial owner of the Properties and has a good and marketable title to the Properties for the tenure specified in Schedule 5. (c) All original deeds and documents necessary to prove title to the Properties are in the possession of the Company and not held to the order of any other person or are in the possession of a person other than the Company and held to the order of the Company and such deeds and documents have been fully stamped and were appropriate have been adjudicated duly stamped by the Revenue Commissioners and there are no deeds or documents of title in relation to the Properties which require to be registered in the Land Registry or Registry of Deeds or in any other registry which have not been so registered. 37 (d) Where title to the Properties is registered in the Land Registry, the Company is registered with absolute title. (e) Neither the Properties nor any part thereof is subject to compulsory registration pursuant to the Registration of Title Act 1964. 20 ENCUMBRANCES 20.1 (a) There are no burdens affecting all or any part of the Properties which are capable of affecting registered land without registration by virtue of Section 72 of the Registration of Title Act 1964. (b) None of the Properties or any of the title deeds relating thereto is subject to, or to any agreement or commitment to give or create, or to any claim in respect of: (i) any charge (whether fixed or floating), mortgage, lien, pledge, Encumbrance or other security interest or whatever nature howsoever arising; (ii) any option, right to acquire, right of pre-emption or similar right howsoever arising; (iii) any trust or equitable interest of whatever nature howsoever arising; (iv) any rent-charge, annuity or other outgoings other than rates, water rates, refuse charges and other charges specified in Schedule 5; or (v) any monetary claims or liabilities whether contingent or otherwise howsoever arising. (c) Where any such matters as are referred to in Warranty 20.1 hereof have been disclosed in the Disclosure Letter the obligations and liabilities imposed and arising thereunder have been fully and promptly observed and performed and any payments in respect thereof due and payable have been duly paid. 21 POSSESSION AND ENJOYMENT 21.1 (a) The Company is entitled to and is in possession and exclusive occupation of the Properties and no person other than the Company is entitled to or is in possession or occupation or has any interest of whatever nature howsoever arising in the Properties or any part thereof and none of the Properties or any part thereof is affected by or the subject of any lease, tenancy, licence, agreement or arrangement relating to the occupation or user thereof by any person other than the Company. (b) There is appurtenant to the Properties all rights, easements and facilities necessary for their present use and continued enjoyment and no person is entitled or has threatened to terminate, curtail or interrupt any such rights, 38 easements or facilities. 22 PLANNING 22.1 Each "Development" (within the meaning of the Planning Acts), carried out to or on or otherwise affecting the Properties or any part thereof complies in all respects with the Planning Acts and all regulations made thereunder and with all applicable by-laws and building regulations and other relevant legislation and regulations and all permissions and consents required thereunder have been duly obtained and are in full force and effect and all conditions attaching thereto have been fully complied with and promptly performed and no such permission or consent is temporary or personal and there are no circumstances which may lead to the withdrawal or revocation of any such permission or consent. 23 NOTICES & ORDERS & MATTERS AFFECTING THE PROPERTIES 23.1 (a) There is no threatened or outstanding notice, order or certificate (whether issued under or pursuant to any statute or regulation or otherwise howsoever arising) in relation to or affecting any of the Properties or any part thereof (including, without prejudice to the generality of the foregoing, any closing order, demolition order, clearance order, special amenity order, preservation order, conservation order, enforcement notice, derelict site notice, improvement notice, or prohibition notice), and to the best of the information, knowledge and belief of the Warrantor there are no circumstances which may give rise to any such notice, order or certificate. (b) None of the Properties or any part thereof, nor the Company as owner or occupier thereof, is affected by nor, to the best of the information, knowledge and belief of the Warrantor, is any of the Properties or any part thereof likely to be affected by, any of the following matters: (i) any exception, reservation, stipulation, restriction, burden, inhibition, covenant, obligation, condition, easement, quasi-easement, profit-a-pendre, licence, wayleave, right or privilege of whatever nature howsoever arising which is of an unusual or onerous nature or which conflicts with or adversely affects or may conflict with or adversely affect the present use of any of the Properties or any part thereof or which adversely affects or may adversely affect the title to or value of any of the Properties or any part thereof and there is no agreement or commitment to give or create any of the foregoing and no person has claimed to be entitled to any of the foregoing; (ii) any proposal or order for the compulsory acquisition or requisition of the whole or any part of any of the Properties or any access to or egress therefrom or for the modification of any planning permission in respect thereof or for the discontinuance of any use thereof or for the imposition of any fine or penalty in relation thereto; (iii) any provision in any development plan or proposal in any draft 39 development plan restricting or regulating the use or development thereof; (iv) any outstanding planning application or appeal; (v) any compensation received or receivable as a result of any refusal of any application for planning permission or the imposing of any restriction in relation to any planning permission or the modification or withdrawal of any planning permission or any claim or agreement in respect of any of the foregoing; (vi) any agreement or arrangement restricting or regulating the current or proposed use or development of any of the Properties or any part thereof; (vii) any commutation or agreement for the commutation of rent or payment of any rent in advance of the due dates and payment thereof; (viii) any outstanding or threatened dispute, claim, demand or litigation or arbitration proceedings. (c) None of the Properties or any part thereof, nor the Company as owner or occupier thereof, enjoys precariously any right, easement or privilege the withdrawal or cessation of which would adversely affect the use of any of the Properties or any part thereof for the purposes for which it is now used or the extent of such use or which affects or might in the future affect the value of any of the Properties or any part thereof. 24 COVENANTS & OBLIGATIONS 24.1 (a) All covenants, obligations, conditions, agreements and restrictions of whatever nature howsoever arising affecting any of the Properties have been duly performed and observed and the Company has not received notice of any outstanding or alleged breach or failure to perform any such covenant, obligation, condition, agreement or restriction, and to the best of the information, knowledge and belief of the Warrantor, there are no circumstances which may lead to any such notice being served. (b) All outgoings of whatever nature in respect of the Properties have been paid in full on the due dates for payment thereof. 25 CONDITION & REPAIR OF THE PROPERTIES 25.1 (a) All buildings and other structures on or under the Properties are in good and substantial repair and condition and fit for the purposes for which they are presently used and no substance or material which is deleterious defective or a risk to health or safety has been used in the construction of, or in any alterations or additions to, any buildings or structures on or under the Properties and no method of construction not in accordance with currently accepted good building practice was used in the construction of, or in any 40 alterations or additions to, any of the buildings or structures on or under any of the Properties. (b) None of the Properties is subject or susceptible to flooding or subsidence. (c) No Contaminants (as defined in Warranty 18) are stored or contained on or under any of the Properties whether in storage tanks, land fills, pits, ponds, lagoons or otherwise. 26 ACCESS & SERVICES 26.1 (a) The means of access to and egress from the Properties are over roads which have been adopted by the local authority and are maintainable at public expense. (b) The Properties are served by drainage, water and electricity services and all other necessary utilities, all of which are connected to the mains by media located entirely on, in or under the Properties or by media elsewhere in respect of the use of which the Company and those deriving title under it to the Properties have a permanent easement free from any onerous or unusual conditions and the passage and provision of those services is uninterrupted and no interruption of such a passage or provision is imminent or likely and the Company has a full and uninterrupted right to enter on any adjoining lands and premises for the purposes of repairing and maintaining all pipes, sewers, wires, cables, conduits and other conducting media serving each of the Properties. 27 STATUTORY OBLIGATIONS 27.1 (a) The Company has complied in all material respects with all applicable laws (including common law) and with all applicable bye-laws, statutes, regulations, orders, instruments, decrees, notices, certificates and judgements of any government, local government, executive, administrative, judicial or regulatory authority or agency in relation to or affecting the Properties. (b) No building or structure upon any of the Properties is a "multi-storey building" within the meaning of the Local Government (Multi-storey Buildings) Act 1988. (c) None of the Properties are affected by Section 29 of the Companies Act 1990. (d) There are no transactions on title to any of the Properties which are affected by the provisions of the Mergers, Take-overs and Monopolies (Control) Acts 1978. (e) None of the Properties or any part thereof comprises a "derelict site" within the meaning of the Derelict Sites Act 1990 and the Company has not received any notice of any proposal to register any of the Properties or any part thereof on the derelict sites register. 41 28 NO OTHER ADVERSE MATTERS 28.1 There are no matters which materially and adversely affect the title of the Company to any of the Properties or the value of any of the Properties or the continued use and enjoyment thereof. 29 REQUISITIONS ON TITLE 29.1 Any deeds, documents and information supplied for the purpose of deducing title to any of the Properties in connection with this Agreement are true, complete and accurate and the Company has not, entered into any transaction affecting the title to, or use or value of, any of the Properties. 30 PROPERTIES HELD UNDER A LEASE 30.1 In the case of Properties held by the Company under a lease: (a) there are no unusual or onerous provisions in the Lease affecting the marketability of the Company's title to the property demised by the lease, its existing or any intended development or its use for any purpose or otherwise adverse to the interest of the Company; (b) except for normal forfeiture provisions, the lease does not include express provision whereby either the landlord or the tenant may terminate the lease prematurely; (c) there are no rent reviews currently under negotiation or the subject of reference to either an expert, an arbitrator or the Courts. 31 LICENCES AND COMPLIANCE 31.1 All necessary licences consents permits and authorities (public and private) have been obtained by or on behalf of the Company to enable the Company to carry on its business effectively in the places and in the manner in which such business is now carried on and all such licences consents permits and authorities are valid and subsisting and the Warrantor knows of no reason why any of them should be suspended cancelled or revoked or not renewed on the same or substantially similar terms. 31.2 The Company has complied in all material respects with all applicable laws (including common law,) and with all applicable bye-laws, statutes, regulations, orders, instruments, decrees, directives, notices, certificates and judgements of any government, local government, supranational, executive, administrative, judicial or regulatory authority or agency in relation to or affecting the assets or business of the Company. 42 32 STAMPING 32.1 All title deeds and agreements to which the Company is a party and other documents (including stock transfer forms) owned by or which ought to be in the possession of the Company are in its possession and are properly stamped. COMPANIES ACT 1990 33 INVESTIGATIONS 33.1 (a) No application has been made pursuant to section 7 or section 8 of the Companies Act 1990 (the "Act") for the appointment of an inspector to investigate the affairs of the Company and no such application is threatened or anticipated. (b) The Company is not the subject of or adversely affected by any court order made pursuant to section 12 of the Act or otherwise the subject of or adversely affected by any proceedings instituted by or against any person as a result of any investigation of any company's affairs under the Act. (c) The Company is not identified or referred to in any inspector's report made pursuant to section 11 of the Act. (d) No inspector has been appointed by the Minister for Enterprise and Employment (the "Minister") under section 14 of the Act to investigate the ownership of the Company and no person has been required pursuant to section 15 of the Act to give the Minister any information as to the ownership of the Company. (e) No shares in or debentures of the Company are subject to or have been issued in contravention of any restriction under section 16 of the Act and the Company is not legally or beneficially interested in any shares in or debentures of any company which are the subject of any restriction under section 16 of the Act. (f) No directions have been given to the Company under or pursuant to section 19 of the Act in relation to the production of documents. 33.2 DISCLOSURE OF INTERESTS IN SHARES 33.2 Each shareholder of the Company who is, or has at any time been required to notify the Company of its interests in any shares in or debentures of the Company pursuant to section 53 of the Act has duly complied with its obligations under Part IV Chapter 1 of the Act. 34 GRANTS 34.1 The Company is not party to any agreement with any government agency or supranational agency and is not entitled to or the beneficiary of any grants or financial assistance from any such agency. 43 35 DEFAULT 35.1 The Company is not in breach of any agreement or in default under any contractual or statutory obligation whatsoever which adversely affect or may adversely affect the trading or financial position or prosperity of the Company. 36 SUPPLIERS & CUSTOMERS 36.1 No substantial customer or supplier of the Company has during the twelve months preceding the date of this Agreement ceased or indicated an intention to cease trading with or supplying the Company or is likely to reduce substantially its trading with or supply to the Company and so far as the Warrantor is aware the attitude or actions of customers, suppliers and employees with regard to the Company will not be prejudicially affected by the execution or completion of this Agreement. 36.2 The Company has not within two years prior to the date hereof been and is not in prospect of being materially and adversely affected by the loss of any important customer or supplier or by any abnormal fact or relation to a customer or supplier or by any disputed matter which would reflect the relationship of it with any of its customers or suppliers. 37 FACTORIES ACT 37.1 The Company is not in default in respect of any of its duties or obligations imposed upon it by the Factories Act 1955, the Office Premises Act 1958, the Mines and Quarries Act 1965, or the Dangerous Substances Acts 1972 to 1979. 38 TAXATION 38.1 (a) All Taxation of any nature whatsoever or other sums imposed, charged, assessed, levied or payable under the provisions of all applicable legislation relating to Taxation for which the Company is liable as a result of any act or omission prior to the date of this Agreement will if and insofar as such Taxation or other sums ought to be paid prior to or on Completion have been paid at or before the date of this Agreement and in particular but without prejudice to the generality of the foregoing at the date of this Agreement all amounts due for payment to the Revenue Commissioners or any other fiscal or revenue authority in respect of Value Added Tax or in respect of the 'Pay As You Earn' (PAYE) regulations from time to time in force will have been paid by the relevant due dates and at the date of this Agreement all Social Welfare and Pay Related Social Insurance contributions (both employer's and employees') due in respect of the employees of the Company will have been duly paid on their due payment dates. (b) The Company has within the prescribed time periods duly and properly made all returns and given or delivered to the Revenue Commissioners and all other relevant fiscal or revenue authorities all notices, accounts and information required for the purpose of assessing its liability to Taxation and all such returns, notices, accounts and information are complete and correct in all material respects and not misleading and the Company is not and has 44 not been involved in any dispute with the Revenue Commissioners or any other relevant fiscal or revenue authority in relation to any matter concerning its liability or potential liability to Taxation and the Warrantor is not aware of any matter or circumstance which may lead to any such dispute and there is no appeal by the Company pending against any assessment to Taxation. (c) The Company has properly operated the PAYE system of deduction of and accounting to the Revenue Commissioners for tax chargeable on the remuneration of its employees and has properly operated the Pay Related Social Insurance system and has accounted to the Revenue Commissioners for all deductions made thereunder or provided in full for same in the Accounts. (d) The Company is resident in the Republic of Ireland for the purposes of Taxation and has not been at any time resident in any jurisdiction other than the Republic of Ireland for Taxation purposes nor has it been at any time managed or controlled in or from any country other than the Republic of Ireland and the Company has not at any time carried on any trade in any other country and the Company does not have any permanent establishment outside of the Republic of Ireland. (e) No notice of attachment has been served on the Company under sub-Section (2) Section 73 of the Finance Act 1988. [attachment of defaulter's funds]. (f) The Company has not made any transfer as is referred to in Section 35 of the CGTA or received any asset by way of gift as mentioned in paragraph 18 of Schedule 4 CGTA. (g) The Company has not at any time since its incorporation and ending on the date of this Agreement acquired any assets other than trading stock from any company which at the time of the acquisition was a member of the same group (as defined in Section 129 of the CTA). (h) The Company has not surrendered any amount by way of group relief under the provisions of Sections 107 to 120 of the CTA. (I) The Company has not and will not at any time hereafter in respect of any period up to the date of this Agreement become liable to make a subvention payment or any other payment for an amount surrendered by any other company under or in connection with the provisions of Section 107 of the CTA. (j) No allowable loss which has arisen or which may hereafter arise in respect of any period prior to the date of this Agreement on the disposal by the Company of shares in or securities of any company is liable to be disallowed in whole or in part by virtue of the application of Section 138 [transactions in a group] or Section 139 [dividend stripping] of the CTA. (k) No person is liable to capital acquisitions tax attributable to the value of any of the shares in the capital of the Company and in consequence no person has the power to raise the amount of such tax by sale or mortgage of or by a terminable charge any shares in the capital of the Company. 45 (l) The Company has not been a party to or involved in any share for share exchange nor any scheme or reconstruction or amalgamation such as are mentioned in Schedule 2 CGTA or Section 127 of the CTA under which shares or debentures have been issued or any transfer of assets effected. (m) The Company has not entered into or been a party to any schemes or arrangements which might be considered by the Revenue Commissioners to be a tax avoidance transaction within the meaning of the Finance Act, 1989. (n) No act or transaction has been effected in consequence of which the Company is or may become liable for any taxation primarily chargeable against any other person, including any other company. (o) The Company has not entered into any financing or leasing agreement in which or in connection with which it has indemnified any other person against any claim, loss or other liability arising from any change in taxation legislation or in the interpretation of taxation legislation. (p) On a sale of any machinery and plant at the value thereof shown in the Accounts no balancing charge will be incurred. (q) There are set out in the Disclosure Letter full particulars of all differences between the accounting and Taxation treatments of all items in the Accounts and the audited accounts of the Company for each of its three preceding financial years. (r) There is no appeal by the Company pending against any assessment to tax and the Company is not in default in payment of any tax within the period prescribed for payment thereof. (s) Where fixed assets have been stated in the accounts in excess of their cost any potential liability to Taxation on chargeable gains that would accrue on the sale of these assets at their values stated are either fully provided or disclosed by way of note in the Accounts. (t) The Company has not made any claim for "roll-over relief" under Section 28 CGTA or Section 9 of the Capital Gains Tax (Amendment) Act, 1978. (u) The Company is a registered and taxable person for the purposes of the Value Added Tax Acts and has complied in all respects with such legislation and all regulations made or notices issued thereunder and has maintained full, complete, correct and up to date records, invoices and other documents (as the case may be) appropriate or requisite for the purposes thereof. (v) No arrangement exists or has existed whereby pursuant to Section 8 (8) of the VAT Act, and Regulation 5, of the Value Added Tax Regulation 1979 (as amended) the business activities of the Company are or were deemed to be carried on by any other person or the business activities of any other person are or were deemed to be carried on by the Company [membership of a group for VAT purposes]. 46 (w) The Company has not since the Accounts Date made or paid any dividend or other distribution (other than those for which full reserve or provision was made in the Accounts) or any such loan or advance as is referred to in Section 98 of the CTA or any amendment to or re-enactment of such section. (x) The Company has not repaid share capital or any part thereof and the Company has not issued as paid up otherwise than by the receipt of new consideration any new shares. (y) The Company has not made any payment to or provided any benefit for any officer or employee of the Company which is not allowable as a deduction in calculating the profits of the Company for Taxation purposes. (z) The book value of each of the capital assets of the Company in or adopted for the purpose of the Accounts does not exceed the base cost thereof for the purpose of calculating liability to capital gains tax or corporation tax on chargeable gains on a disposal thereof by the Company. (aa) No claim has been made by the Company under Section 43 of the CGTA. (bb) No loss which might accrue on the disposal by the Company of any share in or security of any company is liable to be reduced by virtue of any deprecatory transaction within the meaning of Section 138 and 139 of the CTA. (cc) No change of ownership of the Company within the meaning of Section 27 of the CTA has taken place. (dd) The Company is not, and has at no time been, a member of a group of companies within the meaning of Section 129 of the CTA or associated with any other company within the meaning of Section 19 Finance Act 1952 as amended by Section 85 Finance Act 1980. (ee) The Company has never incurred any expense or paid any amount in consequence of which the Company has been or could be treated under Section 96 or Section 97 of the CTA as having made a distribution [treatment of expenses as dividends]. 38.2 The Company has not:- (a) capitalised or agreed to capitalise in the form of shares, debentures or other securities or in paying up any amounts unpaid on any shares debentures or other securities any profits or reserves of any class of description or passed or agreed to pass any resolution to do so; or (b) provided capital to any company on terms whereby the company so capitalised has in consideration thereof issued shares loan stock or other securities where the terms or any such capitalisation were otherwise than by way of a bargain made at arm's length or where the shares loan stock or other securities acquired are shown in the Accounts at a value in excess of its market value at the time of acquisition. 47 38.3 As at the Account Date:- (a) the Company has not made an election under Section 44 [group dividends] and no surrender has been made under Section 45 [surrender of advance corporation tax] of the Finance Act, 1983. (b) the Company is not affected by the provisions of Section 46 [carrying forward of advance corporation tax where change in ownership of company] or Section 48 of the Finance Act, 1983 [application of advance corporation tax to interest on certain loans transitional provisions re S.84 loans]. 38.4 There have been no claims under Section 12(4) CGTA [capital losses allowed where no sale]. 38.5 No relief or exemption or reduction has been obtained from companies capital duty under Section 72 of the Finance Act, 1973 [reconstruction or amalgamation] or from stamp duty under Section 19 of the Finance Act, 1952 or Statutory instrument No. 244 of the 1981 [associated company relief] or Section 31 of the Finance Act, 1965 [relief from capital and stamp duty in certain cases] which (a) has become liable to forfeiture or (b) may be forfeited in the future. 38.6 There has not been in respect of any accounting period any excess of distribution investment and estate income within the meaning of Section 100 of the CTA [surcharge on investment income]. 38.7 The Company has never claimed relief under Part 1 Chapter VI of the Finance Act, 1980 [manufacturing relief] and the existing operations of the Company will continue not to qualify for the relief and there is no dispute with the Inspector of Taxes with regard to this relief. 38.8 (a) The Company has not been required by appropriate fiscal authorities to give security under the value added tax legislation. (b) The Company has not availed of the procedures in Section 58 of the Finance Act 1989 whereby a trader may account and make returns for value added tax purposes other than after each two monthly taxable period. (c) The Company does not make any supplies which are exempt for value added tax purposes. 38.9 The Company has not committed any act or made any omission which might constitute an offence under Section 94 of the Finance Act, 1983 [aiding, abetting, assisting etc, tax evasion]. 38.10 The utilisation of losses incurred by the Company is not restricted by Section 116A of the CTA. 38.11 No transaction has or had been effected by the Company within the last three years in respect of which any consent or clearance from the Revenue Commissioners or any other taxation authority was required and which consent or clearance (as the case may be) was not obtained. 48 RIDER B ADDITIONAL WARRANTIES 39. TRADE DEBTS The trade debts owed to the Company as at the 31st December, 1998m will be collected as follows:- 100% by the 31st December, 1999. 40. PROFIT AFTER TAX The profit after tax of the Company for the year ended 31st December, 1998 will not be less than L175,000. 49 SCHEDULE 4 THIS DEED OF INDEMNITY is made on the 1998 BETWEEN (1) Mark Howell, 18 Orlagh Downs, Templeogue, Dublin 16. William Reid, 30 Eaton Wood, Shankill, Co. Dublin. Brendan Redmond, 16 Friarswood Road, Goatstown, Dublin 14. Leo McCarthy, 4 Marley Walk, Marley Grange, Rathfarnham, Dublin 16. Leo Hefferman, 41 Shenick Grove, Skerries, Co. Dublin. Paul Clancy, 18 Oaklands, Church Lane, Greystones, Co. Wicklow. Declan McGonigle, 6 Brookpark, Finnstown Abbey, Lucan, Co. Dublin. Peter Noonan, 130 South Circular Road, Dublin 8. Ed Clear, Sorrell, Bellvue, Dalgany, Co. Wicklow. John Trayner, 30 Broadford Close, Ballinteer, Dublin 16. (collectively the "Covenantors", individually a "Covenantor") (2) Integrity Holdings Limited having its registered office at Suite 333 3838 Camino Del Rio North, San Diego, California, 92108-1789 ("the Purchaser"). AND (3) Premier Computer Group Limited, Premier Services Limited, Premier Distribution Limited, Premier Software Limited, Premier Information Systems Limited, Ravplot Limited, Techsonix Limited and Progress Systems Limited all care of 13/16 Dame Street in the City of Dublin (collectively "the Companies") WHEREAS:- This Deed is entered into pursuant to the provisions of a certain Agreement for the Sale and Purchase of Shares of even date herewith made between inter alia:- A. the Vendor (as therein defined) and; B. the Purchaser (hereinafter called the "Agreement"). NOW IT IS HEREBY AGREED as follows:- 50 1. INTERPRETATION In this Deed:- 1.1 save as herein otherwise expressly stated to the contrary all words and expressions defined in the Agreement shall have the same meaning in this Deed and any provisions in the Agreement concerning matters of construction or interpretation shall also apply in this Deed; 1.2 "THE COMPANY" means any or all of the Companies as the case may be. 1.3 "CLAIM FOR TAXATION" means any claim, notice, demand, assessment, letter or other document made or issued or any action taken or omission made by or on behalf of the Revenue Commissioners or any revenue or fiscal authorities, customs and excise authorities or any other statutory or governmental authority, agency, body or official whatsoever in any part of the world whereby the Company is or may be placed or sought to be placed under a Liability To Taxation (whether or not it is primarily payable by the Company and whether or not the Company has or may have any right of reimbursement): 1.4 "LIABILITY TO TAXATION" means any liability whatsoever to make a payment of or in respect of Taxation and includes without limitation:- 1.4.1 the loss, reduction, counteracting or clawing back of or failure to obtain any Relief which would otherwise have been available to the Company and/or the use of any Relief which would otherwise have been available to the Company against any profit, income, gain or receipt or deemed profit, income, gain or receipt; and 1.4.2 the nullifying, cancellation, set-off or reduction of a right to repayment of Taxation which would otherwise have been available to the Company. In the case of Liability to Taxation falling within clause 1.4.1 the amount of the Relief so lost, counteracted, clawed back or used shall be treated as an amount of Taxation for which a liability has arisen and fallen due on the date on which the resulting Taxation is due and payable or would have been due and payable but for the utilization of any other Relief by the Company. In the case of Liability to Taxation falling within clause 1.4.2 the amount of repayment which would otherwise have been obtained shall be treated as an amount of Taxation for which a liability has arisen and fallen due on the date on which the resulting repayment would have been received or (where such repayment was dependent upon the making of an application or the satisfaction of some other condition) the earliest date upon which such application could have been made or such condition satisfied. 1.5 "RELIEF" means any relief, allowance, exemption, credit, deduction or set-off of whatsoever nature in computing any liability to Taxation or any credit against Taxation or in computing or against any profit, income, gain or receipt of whatsoever nature howsoever arising; and 1.6 "REPRESENTATIVE" means Patrick Donaghy & Co., Solicitors, 13/16 Dame Street, Dublin 2 or such other person or firm as may from time to time be notified in writing 51 by the Covenantors (or the majority of them) to the Company. 1.7 "TAXATION" means all forms of taxation, duties, imposts, levies, withholding, rates and charges of whatsoever nature whether of Ireland or elsewhere in any part of the world wherever or whenever created or imposed including, without prejudice to the generality of the foregoing, income tax, corporation tax, advance corporation tax, capital gains tax, capital acquisitions tax, inheritance tax, deposit interest retention tax, value added tax, sales tax, customs and other import and export duties, excise duties, stamp duty, capital duty, property tax, rates, pay-related social insurance or other similar contributions and generally all taxes, duties, imposts withholdings, levies, rates and charges whatsoever on or in relation to income, profits, gains, sales, receipts, use or occupation and any taxes, duties, imposts, withholdings, levies, rates and charges supplementing or replacing any of the foregoing and any interest, charges, surcharges, fines, penalties, costs and expenses in connection with any of the foregoing. 2. INDEMNITIES Subject to clause 5 hereof the Covenantors hereby jointly and severally covenant with and undertake to the Purchaser (for itself and as trustee for all others who are the owners from time to time of the Shares) and, as separate covenants and undertakings, with and to the Company, to indemnify and keep indemnified the Purchaser and the Company from and against:- 2.1 any Liability To Taxation and any depletion or diminution in the value of the assets of, or increase in liabilities of the Company arising wholly or partly by reason of or in connection with any Claim For Taxation or any Liability To Taxation in respect of, by reference to or in consequence of:- 2.1.1 any act, omission, event or transaction or series of transactions wholly or partly occurring or entered into on or before the date of this Deed; or 2.1.2 any income, profit, gain or receipt earned, accrued or received or deemed to have been earned, accrued or received on or before the date of this Deed; or 2.1.3 any dividend or distribution paid or made or deemed to have been paid or made on or before the date of this Deed; 2.2 any settlement of any Claim For Taxation in respect of, by reference to or in consequence of, any of the matters referred to in clauses 2.1.1 to 2.1.3 inclusive; and 2.3 all costs and expenses incurred in relation to any demands, actions, proceedings and claims in respect of any Liability To Taxation or Claim For Taxation in respect of any of the matters referred to in clauses 2.1.1 to 2.1.3 inclusive; 52 3. EXCLUSIONS The indemnities contained in Clause 2 hereof shall not apply to any Liability To Taxation or Claim For Taxation to the extent that:- 3.1 specific provision or reserve has been made in the Accounts in respect of such Liability To Taxation or Claim For Taxation or was specifically referred to in the notes thereto; 3.2 such Liability To Taxation or Claim For Taxation arises or is increased as a result only of any provision or reserve in respect thereof in the Accounts being insufficient by reason of any increase in rates of taxation made after the date of this Deed with retrospective effect; 3.3 such Liability To Taxation or Claim For Taxation arises as a consequence only of profits or gains earned or accrued in the ordinary and usual course of trading during the period from the Accounts Date to the date of this Deed; 3.4 Such Liability To Taxation or Claim For Taxation would not have arisen but for a voluntary act or transaction carried out by the Purchaser or the Company without the consent of the Representative and which the Purchaser or the Company was (or ought to have been) aware could give rise to such liability to Taxation. 3.5 The loss occasioned has been recovered pursuant to any claim under the Warranties. 3.6 Such Liability to Taxation or Claim for Taxation arises from a matter fully and fairly disclosed in the Disclosure Letter. 3.7 That such Liability to Taxation or Claim for Taxation is in respect of Value Added Tax relating to supplies made and imports received since 23.12.98, in respect of PAYE or PRSI since the 23.12.98, in respect of stamp duty the liability for which has been incurred in the normal course of the Company's business since the Accounts Date or rates payable in respect of the Properties since the 23.12.98. 3.8 It corresponds to an increase in the value of the assets of any other Company, resulting from a reduction in its Liability to Taxation (except insofar as the increase is attributable to any decrease in rates of Taxation, or variation in the method of applying or calculating the rate of Taxation, made after the date of the Agreement). 53 4. PAYMENT 4.1 The Covenantors further hereby jointly and severally covenant with and undertake to the Purchaser and, as separate covenants and undertakings, with and to the Company, to indemnify and keep indemnified the Purchaser and the Company from and in respect of any and all Liability to Taxation on or in respect of any sums paid pursuant to Clause 2 hereof or otherwise hereunder so that the amount so payable shall be grossed up by such amount as will ensure that after payment of any Taxation on or in respect of such amount there shall be left a sum equal to the amount that would otherwise be payable pursuant to Clause 2 hereof or otherwise hereunder were the payment not subject to Taxation as aforesaid. 4.2 All sums payable by the Covenantors under this Deed shall be paid free and clear of all deductions and withholdings and free and clear of any set-off or counter claim PROVIDED HOWEVER that if any such deduction or withholding is required by law, the Covenantors shall pay to the relevant party hereto such additional amount as shall be required to ensure that the net amount received by such party shall equal the full amount which that party would have been entitled to receive if no such deduction or withholding had been made. 4.3 Any payment due hereunder shall be payable, at the the direction of the Purchaser, to the Purchaser or to the Company. 5. REIMBURSEMENT OF ACT If the Covenantors have satisfied a liability under this Deed to indemnify the Company against a Liability to Taxation in respect of advance corporation tax the Company shall account to the Covenantors for an amount equal to any resulting reduction in its liability to corporation tax as and when the Company obtains the benefit of the reduction. 6. CONDUCT OF CLAIMS AND APPEALS 6.1 The Company shall notify the Representative in writing of any Claim for Taxation which comes to its notice, from which it appears that the Covenantors are, or may become, liable to indemnify the Company or the Purchaser under this Deed. Where a time limit for appeal applies to the Claim for Taxation, the notification shall be given as soon as reasonably possible after the date on which the Claim for Taxation comes to the notice of the Company or the Purchaser, but, where no limit applies or the period to which the limit relates has not commenced, the notification shall be given within 56 days of that date. 6.2 The Company shall ensure that a Claim for Taxation to which clause 6.1 applies, is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and that no Liability to Taxation arising from the Claim for Taxation is accepted or discharged prematurely; and for this purpose any payment made by the Company to avoid incurring interest or any penalty in respect of unpaid taxation shall be deemed not to be made prematurely. 54 6.3 Subject to clause 6.6 the Company shall ensure at the request in writing of the Representative that the Covenantors are placed in a position to dispute on behalf of the Company any Claim for Taxation falling within clause 6.1 and shall render or cause to be rendered to the Covenantors at the expense of the Covenantors all such assistance as the Representative may reasonably require in disputing any Claim for Taxation. 6.4 Subject to clause 6.5 the Representative shall be entitled on behalf of the Company to instruct such solicitors or other professional advisors as the Representative may nominate to act on behalf of the Covenantors or the Company to the intent that the conduct and costs and expenses of the dispute shall be delegated entirely to and be borne solely by the Covenantors. 6.5 In connection with the conduct of any dispute relating to a Claim for Taxation (to which clause 6.1 applies):- 6.5.1 the Covenantors shall procure that the Representative shall keep the Company fully informed of all relevant matters and that the Representative shall promptly forward or procure to be forwarded to the Company copies of all correspondence and other written communications pertaining to it; 6.5.2 the appointment of solicitors or other professional advisors shall be subject to the approval of the Company which shall not be unreasonably or delayed; 6.5.3 the Covenantors shall make no settlement or compromise of the dispute or agree any matter in its conduct which is likely to affect the amount of the resulting Liability to Taxation or the future Liability to Taxation of the Company without the prior approval of the Company which shall not be reasonably withheld or delayed; 6.5.4 if any dispute arises between the Company and the Representative as to whether any Claim for Taxation should any time be settled in full or contested in whole or in part the dispute shall be referred to the determination of a Senior Counsel appointed by agreement between the Company and the Representative (or if they do no agree) upon the application by either party, by the President for the time being of the Law Society of Ireland. The determination of such Counsel shall be final and binding upon the parties. The Counsel shall be asked to advise whether, in his opinion, an appeal against the Claim for Taxation would, on the balance of probabilities be likely to succeed and as to how the costs of the dispute between the Representative and the Company shall be allocated between the Covenantors and Company. Only if his opinion is in the affirmative shall an appeal be made and that Claim for Taxation be not then settled. Any further dispute arising between the Covenantors and the Company as to whether any further appeal shall be pursued following determination of an earlier appeal (whether or not in favour of the Company) shall be resolved in a similar manner. 6.6 The Covenantors shall, at the request of the Company, provide to the reasonable satisfaction of the Company security or indemnities, or both, in respect of the costs and expenses of disputing any Claim for Taxation. 55 6.7 The Company shall not be subject to any claim by, or liability to, any of the Covenantors on the ground that it has not complied with the foregoing provisions, if it has bona fide acted in accordance with instructions or approval of the Representative. 6.8 The Company shall permit the Covenantors and their advisors to have reasonable access to its record and the reasonable assistance of its employees, to enable the Covenantors to carry on the conduct of disputing Claims for Taxation in accordance with the foregoing provisions of this clause. 7 COVENANTORS PROTECTION PROVISIONS 7.1 The liability of the Covenantors under this Deed of Indemnity shall cease on 31st, December, 2005. A Liability under this Deed, save as regards an alleged liability under this deed of which notice in writing (containing details of the event or circumstance giving rise to the liability, and an estimate (where available) of the amount of liability which may result) has been given to the Covenantors prior to that date. 7.2 The total liability of the Covenantors under the Warranties and this Deed of Indemnity shall not in any event exceed L400,000. 7.3 The provisions of this Section 7 shall not limit the liability of the Covenantors hereunder for any claim which arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by any of the Covenantors. 7.4 The Covenantors shall not be liable for any claim under this Deed unless his aggregate liability under this Deed and the Agreement (or what would be his liability apart from this paragraph 7.4) exceeds L10,000. 8 BINDING ON SUCCESSORS This Deed shall be binding upon and enure to the benefit of the respective parties hereto and their respective personal representatives, successors and permitted assigns. 9 WAIVER, RELEASE AND REMEDIES 9.1 A waiver by the Purchaser or the Company (as the case may be) of any breach by any party hereto of any of the terms provisions or conditions of this Deed or the acquiescence of the Purchaser or the Company (as the case may be) in any act (whether commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term, provision or condition or an acquiescence to any subsequent act contrary thereto. 9.2 Any remedy or right conferred upon the Purchaser or the Company for breach of this Deed shall be in addition to and without prejudice to all other rights and remedies available to it whether pursuant to the Agreement or provided for by law. 9.3 No failure or delay by the Purchaser or the Company in exercising any claim, remedy, right, power or privilege under this Deed shall operate as a waiver nor shall 56 a single or partial exercise of any claim, remedy, right, power or privilege preclude any further exercise thereof or exercise of any other claim, right, power or privilege. 9.4 Any liability of any party hereto to the Purchaser or the Company (as the case may be) under the provisions of this Deed may in whole or in part be released, varied, postponed, compounded or compromised by the Purchaser or the Company (as the case may be) in its absolute discretion as regards any other party under such liability without in any way prejudicing or affecting its rights against any other party hereto under the same or a like liability whether joint and several or otherwise. Should any provision of this Deed transpire not to be enforceable against any of the parties hereto, such non-enforceability shall not render such provision unenforceable against any other party hereto. 10 COUNTERPARTS This Deed may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which when executed and delivered shall constitute an original and all such counterparts together constituting but one and the same instrument. 11 ASSIGNMENT This Deed shall not be assignable in whole or in part by the Covenantors but the Purchaser and the Company shall be entitled to assign and transfer all or any of their rights and obligations hereunder and such assignee or transferee shall be entitled to enforce the same against the Covenantors or any of them as if it were named in this Deed as the Purchaser or the Company (as the case may be). 12 NOTICES 12.1 Any notice or other communication whether required or permitted to be given hereunder shall be given in writing and shall be deemed to have been duly given if delivered by hand to the addressee or if sent by pre-paid post addressed to the party to whom such notice is to be given at the address set out for such party herein (or such other address as he or it may from time to time designate to all other parties hereto in accordance with the provisions of this clause 12.1) and any such notice or other communication shall be deemed to have been duly given if delivered by hand at the time of delivery and if sent by post as aforesaid forty eight hours after the same shall have been posted. 12.2 For all purposes of this Deed, a notice served on the Representative shall be deemed to be service on all of the Covenantors. 13 VARIATION No variation of this Deed shall be valid unless it is in writing and signed by or on behalf of each of the parties hereto. 57 14 SEVERABILITY Each of the provisions of this Deed is separate and severable and enforceable accordingly and if at any time any provision is adjudged by any court of competent jurisdiction to be void or unenforceable the validity, legality and enforceability of the remaining provisions hereof or of that provision in any other jurisdiction shall not in any way be affected or impaired thereby. 15 GOVERNING LAW AND JURISDICTION 15.1 This Deed shall be governed by and construed in accordance with the laws of Ireland. Each of the parties hereto hereby agrees for the benefit of the Purchaser and the Company and without prejudice to the right of the Purchaser and the Company to take proceedings in relation hereto before any other court of competent jurisdiction, that the courts of Ireland shall have jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with this Deed and for such purposes irrevocably submits to the jurisdiction of such courts. 58 IN WITNESS whereof this Deed has been duly executed on the date shown at the beginning of this Deed. 59 SIGNED SEALED AND DELIVERED by the said Covenantors in the presence of:- Witness Address Occupation SIGNED ON BEHALF of Integrity Holdings Limited by Paul Carroll in the presence of:- Director Director/Secretary Present when the Common Seal of Premier Computer Group Limited was impressed hereto: Director Director/Secretary 60 SCHEDULE 5 Short Particulars of the Properties of Each Group Company Part 2: Leasehold properties and details of the leases - See Lease dated 20, November, 1992. SCHEDULE 6 Form of Escrow Agreement referred to in Clause 3.3 is annexed hereto. 61 SIGNED, SEALED AND DELIVERED by the said Vendor in the presence of:- Witness Address Occupation SIGNED ON BEHALF of Integrity Holdings Limited by Paul Carroll in the presence of:- Director Director/Secretary 62 DISCLOSURE LETTER [Date] Integrity Holdings Limited RE: PREMIER COMPUTER GROUP LIMITED Dear Sirs, We refer to a Share Sale and Purchase Agreement of even date herewith made between the parties thereon described as the Vendors and the Purchaser which agreement together with the Deed of Indemnity approved for execution pursuant to such agreement are hereinafter together referred to as "the Agreements" and which Agreements provide for the sale of entire issued share capital of Premier Computer Group Limited (hereinafter called "the Company"). This letter constitutes the Disclosure Letter referred to in the Agreements. Words and phrases used in this letter have the same meanings as in the Agreements unless the context otherwise requires. The warranties and indemnities contained in the Agreements are made and given subject to the disclosures set out below. This disclosures contained in this letter are not to be taken as an admission on our behalf, that all or any part of the matters call for disclosure. No representation is made that the matters disclosed herein constitute an exhaustive list of everything capable of, or suitable for, disclosure. Where any conflict exists between the information contained in any document supplied to you, the Purchaser in the course of negotiation and preparation of this transaction and the disclosures made in this letter, the contents of this letter shall prevail. 63 GENERAL DISCLOSURES The following are deemed to be disclosed, including, where relevant, all matters which would be apparent from an inspection of the same:- 1 All matters and things contemplated or required to be done by or pursuant to the Agreements. 2 All matters apparent from the title deeds to the Property which have been furnished to you or which would be disclosed by title searches [OR PHYSICAL INSPECTION] of the Property. 3 All matters and things which would or will be revealed by searches in the Central Office of the High Court and searches in the Companies Registration Office against and in respect of each Group Company. 4 All information available from an inspection or search of all documents, registers, and records which may be inspected by the public or which are available for inspection from any governmental, local or statutory authority or body, and all matters referred to therein or apparent therefrom. 5 Any matter disclosed or provided for in the Accounts. 6 All matters, provided for or disclosed in the accounts of the Company for any year prior to the date hereof which have been furnished to you, the Purchaser. 7 The contents of all the statutory registers and records and the minute books of each Group Company. In addition, the following correspondence passed to you, the Purchaser, and/or your Solicitors, Accountants and Advisers is disclosed: (a) All audit files and connected papers furnished by Messrs. Grant Thornton. (b) The litigation files referred to at Specific Disclosures No. 10. 64 SPECIFIC DISCLOSURES The following are disclosed. The paragraph numbers stated below are for convenience of reference only and refer to the corresponding clauses in Schedule 3 to the Share Sale and Purchase Agreement. Disclosure of any particular matter by reference to a specific paragraph is to be regarded as a disclosure in respect of each and every other paragraph as far as same shall be applicable:- SPECIAL CONDITIONS It is repeated that the IDA Ireland and Brian Kearney are giving no warranties hereunder nor are they parties to any restrictive covenant herein nor will they be requested to execute the Form of Tax Indemnity. 3. TREASURY SHARES These shares are held by the Company and the full proceeds of sale thereof in the sum of L37,500.00 shall be paid to Alan McGrath who has agreed to accept same in full satisfaction of his possible entitlement to claim an amount of L60,000.00 in respect of Redundancy/Consultancy payments. 4. ACCOUNTS (a) All warranties relating to accounts are confined to the Audited Accounts of the Company. No warranties whatsoever are given in relation to any Management Accounts. (b) Three items appearing on the Balance Sheet of the Company are specifically excluded from all warranties, namely, 1. The Boat appearing at a value of L20,000.00. 2. The financial asset appearing on the balance sheet at of L147,000 representing the Company's entitlement to a shareholding is Stonepark Limited the Company which will be entitled to the benefit of a Lease of Lands at Tallaght, Co. Dublin. 3. A balance sheet item shown as L100,000.00 (lodged to Account of Branvard Limited). Item No. 1 above will be disposed of prior to completion by the Vendor. It is not included in the sale. 7. BORROWING Borrowing means:- (a) The balance outstanding on the Company's loan with A.I.B. Smithfield amounts to L32,952.00 plus interest to date. (b) Its authorised overdraft facility of L100,000.00. 10. LITIGATION The following cases are disclosed: 1. Cannon (Ireland) Business Equipment Limited -v- Premier Information Systems Limited. The High Court, Record No. 1996 No. 3458p. Defence filed - dealing with Plaintiff's request for Discovery at present. 2. Fairway Investments Limited -v- Premier Information Systems Limited. The High 65 [no h.c. for this page] 66 15. EMPLOYEES PAYROLL SCHEDULE
PREMIER GROUP SALARY CAR ALLOWANCE TOTAL - ------------- ------ ------------- ----- Belton Gary 32,000 6,000 38,000 Boyce Oliver 16,750 4,000 20,750 Breslin John 29,600 5,000 34,600 Casey Geraldine 18,000 3,000 21,000 Clancy Paul 31,600 5,000 36,600 Cullen Suzanne 15,000 4,000 19,000 Doherty Breege 11,500 -- 11,500 Donohue Donal 21,085 5,000 26,085 Doyne Aidan 13,000 3,000 16,000 Dwyer David 16,000 5,000 21,000 Elliot Bernadette 16,200 5,000 21,200 Groves Irene 6,000 -- 6,000 Heffernan Leo 29,600 5,000 34,600 Powell Mark 40,000 6,000 46,000 Keenan Brian 25,000 5,000 30,000 Kindregan Noreen 23,500 5,000 28,500 Kinsella Nicola 12,5000 -- 12,500 Luke Steven 20,000 -- 20,000 McCarthy Leo 35,000 7,800 12,800 McKenna Stephen 20,000 -- 20,000 McKiernan Tom 18,000 5,000 23,000 Moore John 21,085 -- 21,085
67 [no h.c. for this page] 68 [no h.c. for this page] 69 PROGRESS SYSTEMS LIMITED PENSIONS LISTING - MONTHLY CONTRIBUTIONS
EMPLOYEE GROSS SCHEME ERS EES TOTAL MONTHLY SALARY Declan McGonigle 2,800.00 A 70.00 140.00 210.00 John Manning 2,291.67 A 57.29 114.58 171.88 127.29 254.58 361.88
- ------------------------- [VENDORS] WE HEREBY ACCEPT THE WITHIN DISCLOSURES. DATED THE [ ], 19[ ] /s/ Paul Caroll - ------------------------- [PURCHASER] 70 EX-6.5 10 EXHIBIT 6.5 EXHIBIT 6.5 AXON VETERINARY LIMITED PROGRESS SYSTEMS LIMITED INFORMATION SUPPORT LIMITED BUSINESS SALE & PURCHASE 26TH MARCH 1999 DUNDAS & WILSON AXON VETERINARY LIMITED PROGRESS SYTEMS LIMITED INFORMATION SUPPORT LIMITED BUSINESS SALE & PURCHASE 26TH MARCH 1999 DUNDAS & WILSON CS SALTIRE COURT 20 CASTLE TERRACE EDINBURGH EH1 2EN TEL: 0131 228 8000 FAX: 0131 228 8888 OUR REF: MJMC/AJF/LCB/BU5007.0017 AXON VETERINARY LIMITED PROGRESS SYTEMS LIMITED INFORMATION SUPPORT LIMITED BUSINESS SALE & PURCHASE 26TH MARCH 1999 PARTIES Axon Veterinary Limited AXON Progress Systems Limited PROGRESS Information Support Limited ISL INDEX 1. Business Sale and Purchase Agreement amongst Axon, Progress and ISL, dated 26 March 1999. 2. Consultancy Agreement between Alimport Limited and John Fraser Robertson, dated 26 March 1999. 3. Shareholder's Deed of Covenant by John Fraser Robertson in favour of Alimport Limited, dated 26 March 1999. 4. Assignation by Xtravet Limited in favour of Progress, dated 26 March 1999. 5. Renunciation of lease by Axon in favour of John Fraser Robertson, dated 26 March 1999. 6. Lease between John Fraser Robertson and Alimport Limited, dated 26 March 1999. 7. Letter objecting to the transfer of employment by John Fraser Robertson, dated 25 March 1999. 8. Power of Attorney by ISL, dated 25 March 1999. 9. Power of Attorney by Progress, dated 25 March 1999. 10. Letter of Non-Crystallisation by The Royal bank of Scotland plc, dated 26th March 1999. 11. Letter of Release from Personal Guarantee by The Royal Bank of Scotland to John Robertson, dated 26th March 1999. 12. Resolutions of Sole Director of Axon Veterinary Limited and Xtravet Limited, dated 25th March 1999. DUNDAS & WILSON DATED 26 MARCH 1999 AXON VETERINARY LIMITED AND PROGRESS SYSTEMS LIMITED AND INFORMATION SUPPORT LIMITED ---------------------------------- BUSINESS SALE AND PURCHASE AGREEMENT ---------------------------------- INDEX CLAUSE 1. INTERPRETATION 2. AGREEMENT FOR SALE 3. PURCHASE CONSIDERATION 4. COMPLETION 5. LIABILITIES 6. CONTRACTS 7. EMPLOYEES 8. VALUE ADDED TAX 9. TITLE AND APPORTIONMENTS 10. NAME 11. FUTURE ACTIVITIES 12. ANNOUNCEMENTS 13. COSTS 14. COMMUNICATIONS 15. WAIVER OF AND RELEASE FROM INDEBTEDNESS 16. ENTIRE AGREEMENT AND SCHEDULES 17. INVALIDITY 18. PROPER LAW SCHEDULE 1 THE CONTRACTS SCHEDULE 2 EXCLUDED ASSETS SCHEDULE 3 CONSIDERATION SCHEDULE 4 THE EMPLOYEES SCHEDULE 5 THE FIXED ASSETS SCHEDULE 6 THE INTELLECTUAL PROPERTY RIGHTS SCHEDULE 7 THE CUSTOMER LIST BUSINESS SALE AGREEMENT among (1) AXON VETERINARY LIMITED, a company registered in Scotland (Registered No SC84461) whose registered office is at 2/3 Dublin Mews, Edinburgh, EH3 6NW ("the Vendor") (2) PROGRESS SYSTEMS LIMITED, a company incorporated in Ireland whose registered office is at Premier House, Camden Lock, South Dock Road, Dublin 4, Eire ("the Purchaser"); and (3) INFORMATION SUPPORT SYSTEMS LIMITED, a company registered in England (Number 24743028) whose registered office is at Garrick House, 27-32 King Street, Covent Garden, London WC2E 8JD ("ISL") NOW THEREFORE IT IS HEREBY AGREED as follows: 1. INTERPRETATION 1.1 In this agreement including the Schedules:- 1.1.1 the following words and expressions have the following meanings, unless they are inconsistent with the context:- ASSETS means the property, assets and rights of the Business to be purchased by the Purchaser as described in clauses 2.1 and 2.2; BOOK DEBTS means the trade debts owed to the Vendor at the Effective Date in connection with the Business; BUSINESS means the business of the sale supply and support of software products for veterinary practices carried on by the Vendor at the Effective Date; COMPUTER SOFTWARE MEANS THAT COMPUTER SOFTWARE OWNED BY THE COMPANY (WHETHER LICENSED TO CUSTOMERS OR NOT) TOGETHER WITH COPIES OF THE SOURCE CODE and, where applicable, logic manuals and user manuals (if any) relating to the following products:- (i) VET 3000; (ii) VET 4000; (iii) APERTO; (iv) VISIVET; and (v) PRACTICEMASTER Contracts means the contracts as listed in Schedule 1; Creditors means the aggregate amount owed by the Vendor in connection with the Business to or in respect of trade creditors and accrued charges as recorded in the books of account of the Business at the Effective Date; Customer List means the list of names, addresses and contact details of all current material customers of the Company as the same as listed in Schedule 7; Effective Date means 9am Friday 26th March 1999; Employees means the persons who, at the Effective Date, were employed by the Vendor for the purposes of the Business and as listed in Schedule 4; Excluded Assets means the assets listed in Schedule 2 which are owned by the Vendor but are excluded from the sale to the Purchaser; Fixed Assets means all plant, machinery, tools, equipment, vehicles and other chattels owned by the Vendor at the Effective Date for the purpose of the Business as listed in Schedule 5; Goodwill means the goodwill of the Vendor in relation to the Business, together with the exclusive right for the Purchaser or its assignee to represent itself as carrying on the Business in succession to the Vendor, and all trade names associated with the Business; Intellectual Property Rights means all trade marks design rights and copyright and (including all intellectual property rights in the Computer Software) owned by the Vendor as listed in Schedule 6 and used by the Vendor in or for the purposes of the Business and all know-how and confidential information so owned and used; Liabilities means the liabilities of the Business (including the Creditors) outstanding at the Effective Date; Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 1981; and Stocks means the stocks, including raw materials, work in progress and finished goods, owned by the Vendor at the Effective Date for the purposes of or in connection with the Business, including items which, although subject to reservation of title by the sellers, are under the control of the Vendor; 1.1.2 all references to a statutory provision shall be construed as including all references to:- (a) any statutory modification, consolidation or re-enactment; (b) all statutory instruments or orders made pursuant to it; (c) any statutory provisions of which it is a modification, consolidation or re-enactment. 1.1.3 except where the context otherwise requires, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include firms and corporations and vice versa; 1.1.4 unless otherwise stated, a reference to a clause, sub-clause or Schedule is a reference to a clause or a sub-clause of, or a Schedule to, this agreement and 1.1.5 clause headings are for ease of reference only and do not affect the construction of this agreement. 2. AGREEMENT FOR SALE Subject to the terms and conditions of this agreement, the Vendor shall sell to the Purchaser with full title guarantee and the Purchaser shall purchase as at the Effective Date as nominee for and on behalf of Alimport Limited (No 0337895) registered in England and Wales and whose registered office is at 27/32 King Street, Covent Garden, London WC2E 8JD save as regards the Intellectual Property Rights which it shall purchase for itself:- 2.1 the Business as a going concern; and 2.2 all the assets and rights owned by, or (although subject to reservation of title by the sellers) under the control of, the Vendor and used in the conduct of the Business including, but without limitation:- 2.2.1 the Goodwill; 2.2.2 the Fixed Assets; 2.2.3 the Stocks; 2.2.4 the benefit of the Contracts but excluding the Excluded Assets and the Liabilities. 3. PURCHASE CONSIDERATION 3.1 The consideration for the sale by the Vendor of the Business and the Assets shall be a sum of L270,000. 3.2 The consideration shall be paid in cash upon completion of the purchase in accordance with clause 4. 3.3 The consideration shall be inclusive of any value added tax if due. 4. COMPLETION 4.1 The sale and purchase shall be completed immediately upon exchange of this agreement when all matters (save for 4.3.6) set out in this clause 4 shall be effected. 4.2 The Vendor shall deliver to the Purchaser, at the principal office of the Business, such of the Assets as are capable of being transferred by delivery. 4.3 The Vendor shall cause to be delivered or (if so requested by the Purchaser) made available to the Purchaser:- 4.3.1 such documents as are required by the Purchaser's solicitors to complete the sale and purchase of the Assets and vest title to the Assets in the Purchaser, including (but without limitation) assignments of the Goodwill, Contracts and Intellectual Property Rights; 4.3.2 all its books of account, payroll records, income records, stock and other records, information relating to customers and suppliers (including a list of purchasers to which outstanding quotations have been given and a list of unfulfilled orders as at the Effective Date), relevant computer programmes and other books and documents which relate to the Business (other than minute books relating to directors' and shareholders' meetings and statutory books); 4.3.3 all its designs and drawings, plans, instructional and promotional material, sales publications, advertising materials, terms and conditions of sale and other technical material and sales matter which relate to the Business, together with any plates, blocks, negatives and similar material relating to them; 4.3.4 all records of National Insurance and PAYE relating to all the Employees; 4.3.5 the value added tax records referred to in clause 8.2; 4.3.6 a copy of the resolution winding up the Vendor within 14 days of the Effective Date; 4.3.7 a consultancy agreement between John Fraser Robertson and Alimport Limited; 4.3.8 a lease of 2/3 Dublin Mews from John Fraser Robertson to Alimport Limited; 4.3.9 a restrictive covenant by John Fraser Robertson in favour of Alimport Limited; and 4.3.10 a certificate of non-crystallisation release and consent from The Royal Bank of Scotland in relation to the floating charge it holds over the assets of the Company. 4.4 Upon completion of the matters referred to above the Purchaser shall transfer to the Vendor's solicitors' client account the purchase consideration specified in clause 3.2. 4.5 The Purchaser shall not be obliged to complete the purchase of any of the Assets unless the purchase of all the Assets is completed in accordance with this agreement. 4.6 The Purchaser may in its absolute discretion waive any requirement contained in clause 4.2 or 4.3. 5. LIABILITIES The Purchaser shall indemnify the Vendor against claims by third parties arising from defective products which may be brought against the Vendor in respect of sales by the Purchaser occurring after the Effective Date which relate to the Business. 6. CONTRACTS The Purchaser shall have the right to, but shall be under no obligation to call for the assignment of the Contracts. 7. EMPLOYEES 7.1 The Regulations shall apply to the sale and purchase of the Business effected by this agreement and the contracts of employment between the Vendor and the Employees shall transfer to the Purchaser with effect from the Effective Date pursuant to the Regulations. 7.2 All salaries and other emoluments, including holiday pay, tax and national insurance payments and contributions to retirement benefit schemes, relating to the Employees shall be borne by the Vendor up to the Effective Date and all necessary apportionments shall be made. 8. VALUE ADDED TAX 8.1 The parties shall use all reasonable endeavours to procure that the sale of the Business is deemed to be a transfer of a business as going concern for the purposes of the Value Added Tax Act 1994, s 49 and Schedule 4 paragraph 8(1)(a). 8.2 The Vendor shall forthwith deliver to the Purchaser all the records of the Business for Value Added Tax Act 1994, s 49(1)(b) to be preserved by the Purchaser. 8.3 The Purchaser shall for a period of not less than 6 years from the Effective Date preserve the records delivered to it by the Vendor and, upon reasonable notice, make them available to the Vendor or its agents during normal business hours. 9. TITLE AND APPORTIONMENTS 9.1 The Vendor shall take all necessary steps and co-operate fully with the Purchaser to ensure that it obtains the full benefit of the Business and Assets and shall at the Purchaser's expense execute such documents and take such other steps as are necessary or appropriate for vesting in the Purchaser all its rights and interests in the Assets. 9.2 The Purchaser intends to offer replacement contracts on new terms to the customers of the Business in substitution for the existing customer contracts. In order to assist the Purchaser in effecting such novations the Vendor hereby gives its consent to such novations and agrees to issue to the Purchaser a letter in terms approved by the Purchaser indicating such consent for the Purchaser to use in seeking new contracts with such Customers. As an interim measure the Purchaser agrees to answer support calls from customers on the Vendor's behalf for a period of 14 days from the Effective Date (or until the Vendor goes into liquidation if earlier) but it shall be entirely within the Purchaser's discretion what further or other services it agrees to perform in favour of the Customers. 9.3 All rents, gas, water, electricity and telephone charges and other outgoings relating to or payable in respect of the Business up to the Effective Date shall be borne by the Vendor and as from the Effective Date shall be borne by the Purchaser and all rents, royalties and other periodical payments receivable in respect of the Business up to that time shall belong to and be payable to the Vendor and as from that time shall belong to and be payable to the Purchaser. Such outgoings and payments receivable shall if necessary be apportioned accordingly, provided that any such outgoings or payments receivable which are referable to the extent of the use of any property or right shall be apportioned according to the extent of such use. 9.4 Where any amounts fall to be apportioned under this agreement, the Vendor shall provide the Purchaser will full details of the apportionments, together with supporting vouchers or similar documentation, and in the absence of dispute the appropriate payment shall be made by or to the Vendor forthwith. 10. NAME The Vendor shall as soon as possible change its name to a name which is acceptable to the Purchaser and does not suggest any connection with the Purchaser or any business concerned with Axon Veterinary Limited, and shall not at any time after today's date trade under any name which does suggest such a connection or business. 11. FUTURE ACTIVITIES 11. For the purpose of assuring to the Purchaser the full benefit of the Business the Vendor shall not:- 11.1.1 at any time disclose to any person or use for any purpose and shall use all reasonable endeavours to prevent the publication or disclosure of any confidential information concerning the Business including, without limitation, the Customer List; 11.1.2 for a period of 2 years after today's date either on its own account or through any other person directly or indirectly solicit, interfere with or endeavour to entice away from the Purchaser any person who is now or has, during the two years preceding today's date, been a client, customer or employee of, or in the habit of dealing with, the Vendor in relation to the Business; 11.1.3 it shall not for a period of 2 years after today's date without the Purchaser's prior written consent directly or indirectly engage in the United Kingdom in any activity which is substantially the same as the Business or any material part thereof as it is now carried on. 11.2 The Vendor shall promptly refer to the Purchaser all enquiries relating to the Business and assign to the Purchaser all orders relating to the Business, including enquiries or orders for any stocks, spares, parts, accessories and other equipment manufactures or sold in connection with the Business, which the Vendor may in future receive. 12. ANNOUNCEMENTS The Purchaser may make announcements following the Effective Date. No announcement shall be made by the Vendor without the Purchaser's prior written agreement. 13. COSTS All expenses incurred by or on behalf of the parties, including all fees of agents, solicitors and accountants employed by either of the parties in connection with the negotiation, preparation and execution of this agreement shall be borne solely by the party which incurred them. 14. COMMUNICATIONS 14.1 All communications between the parties with respect to this agreement shall be delivered by hand or sent by first-class post to the address of the addressee as set out below or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this clause or sent by facsimile transmission. 14.2 Communications shall be deemed to have been received:- 14.2.1 if sent by first-class post: 3 business days after posting exclusive of the day of posting; 14.2.2 if delivered by hand; on the day of delivery; 14.2.3 if sent by facsimile transmission; at the time of transmission. 14.3 Communications addressed to the Vendor shall be marked for the attention of John Fraser Robertson at 12 Abercromby Place, Edinburgh. Communications addressed to the Purchaser shall be marked for the attention of Paul Carroll at Premier House as aforesaid. 14.4 In proving service:- 14.4.1 by delivery by hand; it shall be necessary only to produce a receipt for the communication signed by or on behalf of the addressee; 14.4.2 by post or facsimile transmission: it shall be necessary only to prove that the communication, or letter of confirmation, was contained in an envelope which was duly addressed and posted in accordance with this clause. 15. WAIVER OF AND RELEASE FROM INDEBTEDNESS In consideration of the payment by the Vendor to ISL of L1 (receipt of which is hereby acknowledged) ISL hereby agrees and undertakes that all and any indebtedness whatsoever of the Vendor to ISL (save for L500 which shall remain outstanding), whether arising under the terms of a business exchange agreement between, inter alia, ISL and the Vendor dated 2nd December 1998 or otherwise, be and is hereby cancelled with immediate effect. For the avoidance of doubt and without prejudice to the generality of the foregoing ISL hereby renounces all and any rights which it may have now or in the future, to pursue the Vendor whether by litigation, petition for winding-up, or other means, in any court or tribunal, whether within Scotland or England or elsewhere, in respect of the said indebtedness (save in relation to the aforementioned sum of L500). 16. ENTIRE AGREEMENT AND SCHEDULES 16.1 This agreement and the Schedules constitute the entire agreement and understanding between the parties with respect to all matters which are referred to. 16.2 The Schedules form part of this agreement. 16.3 This agreement binds each party's successors and assigns. 17. INVALIDITY If any term or provision in this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this agreement and the enforceability of the remainder of this agreement shall not be affected. 18. PROPER LAW The construction, validity and performance of this agreement shall be governed by the laws of England. 19. CERTIFICATE OF VALUE It is hereby certified that the transaction hereby effected does not form part of a larger transaction or series of transactions in respect of which the amount or value or aggregate amount or value of consideration exceeds L500,000. IN WITNESS whereof the parties have set their hands the day and year first before written SIGNED by JOHN FRASER ) ROBERTSON for and on behalf of ) /s/ John F. Robertson AXON VETERINARY LIMITED: ) SIGNED by PAUL NAGLE ) for and on behalf of PROGRESS ) /s/ Paul Nagle SYSTEMS LIMITED: ) AS ATTORNEY SIGNED by PAUL NAGLE ) for and on behalf of INFORMATION ) /s/ Paul Nagle SUPPORT LIMITED: ) AS ATTORNEY SCHEDULE 1 THE CONTRACTS
PARTIES DATE DESCRIPTION Business Data Systems Ltd 16.09.97 1 x Imagination CCU Anglo Group plc 14 x Terminals (Kilbryde Communications Ltd) 14 x Extensions Business Data Systems Ltd 03.03.94 Telecom ABC Redcase Scotguard Alarms Ltd
SCHEDULE 2 EXCLUDED ASSETS Debtors Book Debts Cash in hand or at the bank, excluding the Cash Float. Any amounts recoverable in respect of taxation attributable to periods ended on or before the Effective Date. SCHEDULE 3 CONSIDERATION Goodwill L1 Stock L5,000 Fixed Assets L10,000 Intellectual Property Rights L254,999 Contracts Nil
SCHEDULE 4 THE EMPLOYEES AXON VETERINARY LTD SALARY DETAILS - FINANCIAL YEAR COMM 1 NOV 1998
- --------------------------------------------------------------------------------------------------------------------------- Name Job Title Salary Car Comm Other Pension Started Employer - --------------------------------------------------------------------------------------------------------------------------- L L L L L - --------------------------------------------------------------------------------------------------------------------------- JF Robertson MD 50,000 BMW (Co Car) Exp 24,000 01.11.83 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- T Melvin Operations Manager 31,870 Exp 10.11.83 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- E McDonnell Admin/HR Manager 23,100 Exp 03.07.89 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- L Calme Support 18,375 Rover (Co Car) (Yes) Exp 16.07.95 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- A Martin Support 24,150 01.01.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- J Whytell Sales Exec 25,000 Ford (Co Car) Yes Exp 01.12.97 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- A Foulls Contracts Manager 17,800 23.02.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- R Hussein Field Engineer 23,000 Vauxhall (Co Car) Exp 24.07.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- S Doolan Trainer 9,450 Rover (Co Car) Exp 01.01.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- K Flynn Sales & Marketing 10,500 16.11.97 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- A Ward Field Engineer 16,275 Toyota (Co Car) Exp 26.08.96 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- H Braidwood Sales Exec 15,000 L5,000pa Allowance Yes Exp 16.10.97 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- R Watson Hardware Technician 10,000 O/T 01.07.97 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- J Burke Support 17,500 02.06.97 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- J Macauley Support 18,000 22.03.99 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- O Buckingham Programmer 4,000 (Average) 01.09.97 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- R Reed Sales Manager 40,000 L5,000pa Allowance Yes Exp 01.10.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- E Notman Accountant 25,000 Exp 01.10.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- S Fyfe Support 21,500 12.10.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- L Travis Accounts Clerk (P/T) 6,000 01.11.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- R Lechien Accounts Clerk (P/T) 6,000 01.11.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- S Makepeace Receptionist 10,000 09.11.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- M Wilson Sales Exec 25,000 L5,000pa Allowance Yes Exp 01.11.98 BDS/Axon - --------------------------------------------------------------------------------------------------------------------------- S Barr S/W Developer 20,000 Exp 01.12.98 Xtravet? - --------------------------------------------------------------------------------------------------------------------------- D Anamudu ? 30,000 L7,200pa Allowance 10,000 Exp + Pen 2,400 01.12.98 ? - ---------------------------------------------------------------------------------------------------------------------------
NOTES:- 1 All of the above are net of Employers' NIC - add 10% to total cost. 2 Commission calculated according to attached sheet. 3. Expenses include mileage @ 35p per mile. 4 Where a car allowance is paid, this is currently liable to PAYE at source. SCHEDULE 5 THE FIXED ASSETS ALL THOSE ASSETS PRESENT IN THE PREMISES KNOWN AS 2/3 DUBLIN MEWS EDINBURGH AND USED BY THE VENDOR TO CARRY ON THE BUSINESS IMMEDIATELY PRIOR TO THE DATE HEREOF (BUT EXCLUDING FOR THE AVOIDANCE OF DOUBT PERSONAL EFFECTS OF INDIVIDUAL EMPLOYEES) AS WELL AS THE FOLLOWING ASSETS NOT CONTAINED IN THE SAID PREMISES: - - BMW 530i REGISTRATION H976 AGE - - TOYOTA CARINA REGISTRATION K772 XPA - - DEMONSTRATION EQUIPMENT USED ON SITE BY SALES STAFF - - PCs USED AT THE HOME PREMISES OF CERTAIN OF THE EMPLOYEES - - ANY SPARE PARTS HELD BY LEE CAIRNS IN BELFAST - - EXHIBITION STAND SCHEDULE 6 INTELLECTUAL PROPERTY RIGHTS 1. TRADE MARKS (a) UK Trade Mark Application for XTRAVET (Application Number 2165327) - Classes 38 and 42 (Word - Series of Three). 2. COMPUTER SOFTWARE (a) VET 3000; (b) VET 4000; (c) APERTO; (d) VISIVET; and (e) PRACTICEMASTER. SCHEDULE 7 THE CUSTOMER LIST
Month and DS NO. NAME Amount OS TYPE - ------- ---- --------- -- ---- 607 A BARNES MRCVS Nov-843 17 MANOR ROAD FOLKESTONE KENT CT20 2SA Nov 3.12 GT 599 A BARTHOLOMEW MRCVS Jul-453 35 IFFLEY ROAD OXFORD OX4 1EA Dos ? GT 86 A BELL MRCVS May-691 Grove Rise Weston under Wetheri LEAMINGTO CV33 9BZ 3.2V5.0.4 3 3 A CIVERS MRCVS *Nil 21 THE FIRS Combe Down COMBE DOW 8A2 5ED Dos 3 387 A GELDARD Mar-1100 30 Stanhope Road South Darlington Co Durham DL3 7SQ 2.3.4 5 504 A HEATH Oct-462 Upper Coombe Farm Kelshall Royston Hert SG8 9SA Vet4000 574 A J KAYE MRCVS Apr-540 28 6T PAULS ROAD CLIFTON BRISTOL AVON BS8 1 CO Dos ? GT 20 A PICKLES MRCVS *Nil Rayne Farm Gasgill Penrith Cumbria CA10 3UD Vet 4000 V6 218 ABBEY GREEN VETERINARY GROUP Mar-1264 Church Close Broadway Worcs. WR12 7AH 3.2V5.0.2 35 478 ABBEY GREEN VETERINARY GROUP Jun-300 Abbey Cottage Abbey Terr Winchcom Nr Cheltnham GL54 5LW 3.2V5.0.2 3 705 Abbey Vet Centre Jan-402 93 Conway Drive Preston Lancashire PR2 3ER 2.3.4 DB 187 ABBEY VETERINARY CENTRE Apr-420 6 South Street CROWLAND Cambridgeshi PE7 1OA 2.3.4 178 ABBEY VETERINARY GROUP May-81 62 London Road Reading Berks RG1 5AS 3.2V5.0.2 5 263 ABBEY VETERINARY GROUP Jul Due1999 89 Dodworth Road Barnsley South Yorkshi S70 6ED 3.2V5.0.4 3 285 ABBEY VETERINARY GROUP Jul-350 29 King Street Hoyland Barnsley S74 9JU 3.2V5.0.4 53 286 ABBEY VETERINARY GROUP Jul-350 254A Barnsley Road Cudworth Barnsley 3.2V5.0.4 3 287 ABBEY VETERINARY GROUP Jul-350 340 Manchester Road Deepcar Barnsley S30 5RH 3.2V5.0.4 3 288 ABBEY VETERINARY GROUP Jul-350 2 Thompson Hill High Green Barnsley S35 4JU 3.2V5.0.4 3 388 ABBEY VETERINARY GROUP May-C Master Grange Farm Badgemore Henley Oxfordshire RG9 4NZ 3.2V5.0.2 53 534 ABBEY VETERINARY GROUP Oct-827 71 CANAL STREET PAISLEY STRATHCLY 2HP Nov 3.11 GT 535 ABBEY VETERINARY GROUP Oct-C Master 19A UNION STREET GREENOCK PA16 8DD 2HP Nov 3.11 GT 518 ABBEY VETERINARY GROUP Jul-400 15-17 STATION ROAD WOMBWELL BARNS YORKSHIRE S73 0AH 3.2V5.0.4 315 ABBEYDALE VETERINARY CENTRE Dec-1180 91 Preston New Road Blackburn Lancashire BB2 6AY 3.2V5.0.2 3 195 ABBEYMOOR VET. CENTRE Jul-1430 11 Abbey Lane Sheffield South Yorkshi S8 0BJ 3.2V5.0.0 3 196 ABBEYMOOR VET. CENTRE Jul-C Master 110-116 Halifax Road Sheffield South Yorkshi S6 1LH 3.2V5.0.0 3 109 ABBOTT DRAPER & FRASER Dec-903 The Veterinary Centre Harleigh Road BODMI Cornwall PL31 1AQ 3.2V5.0.4 3 17 ABERVET Aug-1361 Veterinary Surgeons 28 Abbotswell Road ABERDEEN AB1 4AB 3.2V5.0.4 5 378 ABERVET Aug-C M Unit 8 The Court Yard CULTS Aberdeenshir 3.2V5.0.4 5 706 Abington Park Vet Surgery Jan-1217 427 Wellingborough Road Northampton Northamptons NN1 4EZ 3.2V5.0.4 DB 117 ACORN VETERINARY CENTRE *Aug-687 Oak Villa Woodstock Road Lanark ML11 7DH 2.3.4 5 119 ADDISCOMBE ROAD VET CENTRE Jun-918 263 Addiscombe Road Croydon Surrey CR0 7HX 3.2V5.0.0 3 221 ADELAIDE VETERINARY CLINIC Feb-1283 Long Lane Bursledon SOUTHAMPT SO3 8DA 3.2V5.0.4 53 707 Agecroft Vet Centre Jan-341 1 The Parade The Ridgeway Bredbury Gre CT20 1NN 2.3.4 DB 528 ALCOMBE VETERINARY SURGERY Jan-1650 459 Oldfield Lane North Greenford Middx UB6 0EU Vet4000 529 ALCOMBE VETERINARY SURGERY Jan-C Master 220 Horn Lane Acton London W3 6PU Vet4000 530 ALCOMBE VETERINARY SURGERY Jan-C Master 80 Nelson Road Whillon Twickenham Middsx TW2 7AY Vet4000 359 ALDGATE VETERINARY GROUP Oct-919 St Johns Place DRIFFIELD N. Humbersid YO25 7QD 3.2V5.0.5 3
82 ALL CREATURES Aug-460 65 Ledbury Road PETERBOROUGH Cambs PE3 6RF 3.2V5.0.2 53 69 ALN VETERINARY GROUP *Sept696 Wagonway Road ALNWICK Northumberla NE66 1QQ 2.3.2 5 527 AMBLESIDE VET CENTRE Jan-691 19 SIDNEY ROAD WALTON-ON-THAME SURREY KT12 2NA 3.2V5.0.5 VV 87 AMICAL VETERINARY CENTRE *Nil 90 High Street March CAMBRIDGE PE15 9LQ Dos 5 165 AMOS & PENNY *Sep-520 1 Marine Crescent Falmouth Cornwall TR11 4BS Dos 5 70 ANCHORAGE VET HOSPITAL Aprl260 South Walsham Road Acie Norwich NR13 3EA Vet4000 3 497 ANDALE VETERINARY SURGERY Sep-1000 1 Georges Precinct Lingley Rd Gt Sankey Warrington C WA5 3ND Vet4000 708 Andrew Melling Vet Surgeon 7 Lee Lane Horwich Bolton Lancashire B/6 78p Xenix DB 163 ANICARE (SHOREHAM WS) Jun-876 Anicare Vet Group 61 West Street Shoreham By West Susse 3.2V5.0.4 5 142 ANICARE (SOUTHWICK) Jun-945 203 Old Shoreham Road Southwick Brighton East Sussex BN42 4LS 3.2V5.0.4 5 63 ANICARE VETERINARY GROUP Apr-1240 49 Portland Road HOVE East Sussex BN3 5DQ 3.2V5.0.2 3 80 ANICARE VETERINARY GROUP Jun-739 Unit B Limbrick Corner Palatine Road Worthin West Sussex BN12 6JJ 2.3.4 3 211 ANIMAL CARE CENTRE Mar-1265 24 Hillylaid Road Thornton Cleveleys Blackpool Lancs 3.2V5.0.4 35 759 Animal Choice Vet Surgery 67 Upper Tooting Park Tooting London SW17 7SU 3.2V5.0.2 DB 31 ANIMAL MEDICAL CENTRE *Nil 1 The Drive NORTHAMPTON NN1 4RY 2.3.4 5 32 ANIMAL MEDICAL CENTRE Oct-1320 242 Cricklewood Lane LONDON NW2 2PU NW2 3.2V4.2 3 135 ANNA HOUSE VET HOSPITAL Oct-1300 3 Sandgate Hill FOLKESTONE Kent CT20 2JF 3.2V5.0.4 3 369 ANNA HOUSE VET HOSPITAL Dec-399 250 Cheriton Road Cheriton Folkestone KENT 3.2V5.0.4 3 709 Archenfield Vet Surgery Archenfield Road Ross on Wye Herefordshire HR9 5AZ 2.3.2 DB 710 Archway Vet Surgery 21 High Street Highworth Swindon Wiltshire SN6 7AD 2.3.4 DB 711 Archway Vet Surgery 30 Devizes Road Wroughton Swindon Wiltshire SN4 0RZ Xenix DB 608 ARDEN FOREST VET GROUP Nov-430 1 CROSS ROAD ALCESTER WARWICKSH B49 5EX Dos ? GT 7 ARDENE HOUSE VET PRACTICE *Apr 56 BON ACCORD STREET ABERDEEN AB1 2EL 2.3.4 5 399 ARK HOUSE VETERINARY SURGERY Jul-864 22 Hockliffe Street Leighton Buzzard Bedfordshire LU7 8HF Per Net 3 280 ARK VETERINARY SURGEONS Jun-731 36 Forth Crescent Riverside Stirling FK8 1LG 2.3.4 3 440 ARK VETERINARY SURGERY *Jul-540 14 Church Lane Lexden COLCHESTE Essex CO3 4AF 3.2V5.0.2 712 Ark-Aid Vet Centre 7a Neighbourhood Centre Culliford Crescent Canford Healt BH17 9DW 3.2V5.0.2 DB 713 Armac Vet Clinic Jan-484 147 The Rock Bury Lancashire BL9 0ND *2.3.4 DB 67 ARMAC VETERINARY GROUP *Nil 4 Station Road BIGGAR Lanarkshire ML12 6BN Dos 6 520 ARNSIDE VETERINARY SURGERY May-325 19 Church Street Southport Merseyside PR9 0QT 3.2V5.0.2 258 ARROW VETERINARY GROUP *Nil Ermin Street Stratton SWINDON Wilts SN1 3DF 2.3.4 53 381 ARROW VETERINARY GROUP *Nil 181 Victoria Road SWINDON Wilts SN1 3DF Xenix 714 Arvonia Vet Surgery 35 Wards Road Hathertey Chellenham GL51 6JN 2.3.4 DB 189 ASHBANK VETERINARY CENTRE Jan-1000 9 Polmont Road Laurieston Falkirk FK2 9QQ 3.2V5.0.0 3 516 ASHBANK VETERINARY CENTRE Dec-350 65 Thomson Place Corbie Hall Boness EH51 0AU 3.2V5.0.4 531 ASHBROOK VET SURGERY *Jan-461 212 BATTLE ROAD ST LEONARDS ON SE EAST SUSSE TN37 7AL VV 715 Ashdale Vet Clinic Pet Health Centre 58 Otley Road Harrogate Nor HG2 0DP Xenix DB 598 ASHFIELD HOUSE VET HOSPITAL Jul-811 142 DERBY ROAD LONG EATON NOTTNGHA NG10 4ER Nov 3.12 GT 647 ASHFIELD HOUSE VET HOSPITAL Jul-811 HALL DYKE SPONDEN DERBY DERBYSHIR NG10 4ER GT 533 ASHFIELD VET SURGERY *Jan-461 118 QUEENS ROAD HALIFAX WEST YORK HX1 3XY VV 716 Ashton House Vet Hospital 69 Westgate End Wakefield West Yorkshir WF2 9RL 3.2V5.0.2 DB 126 ASHWORTH & TAYLOR MsRCVS Oct-1100 The Veterinary Centre Union Terrace CRIEF Perthshire PH7 3DE 3.2V5.0.4 53 491 ASPINALL AULD & CLARKSON *Jul-248 ? 20 Glevum Way Abbeydale GLOUCESTE GL4 9BL 3.2V5.0.4 492 ASPINALL AULD & CLARKSON *Jul-CM 108 Bristol Road Quedgeley GLOUCESTE UM Vet4000 493 ASPINALL AULD & CLARKSON *Jul-CM 96 Insley Gardens Hucclecole GLOUCESTER Vet4000 93 ATTIMORE VET HOSPITAL Sep-1500 The Ridgeway Welwyn Garden City Herts AL7 2AD 3.2V5.0.2 3 444 ATTIMORE VET HOSPITAL Nov-378 15 Park Avenue Potters Bar Herts EN6 5EN 3.2V5.0.2 3 445 ATTIMORE VET HOSPITAL Nov-378 22 The Common Hatfield Herts AL 10 0ND 3.2V5.0.2 3 446 ATTIMORE VET HOSPITAL Nov-378 4 Castle Rise Wheathampstead Herts AL4 8HX 3.2V5.0.2 3 717 Avenue Vet Hospital 33 St Peter Avenue Kettering Northamptons NN16 0HB 3.2V5.0.4 DB 248 AVENUE VETERINARY CENTRE Oct-1750 Pendennis Avenue Staple Hill Bristol BS16 5DW 3.2V5.0.2 3 458 AVENUE VETERINARY CENTRE Nov-396 'The Gables' 17 Avenue Rd Malver Worcs. WR14 HR8 2DH 3.2V5.0.2 791 Avenue Veterinary Group Nov-200 241 Bingley Road Shipley West Yorkshir BD18 4DN 3.2V5.0.4 DB 792 Avenue Veterinary Group Nov-95 31 Park Road Bingley West Yorkshir BD16 4BL DB 414 AVENUE VETERINARY SURGERY Apr-990 2 Park Avenue REDCAR Cleveland TS10 3JZ 3.2V5.0.0 3 609 AVON VALE VETERINARY GROUP * RATLEY LODGE RATLEY NR BANBUR OXON OX15 6DT AM1000 GT 718 Avonvale Vet Group Jan-569 27 Cape Road Warwick Warwickshire CV34 4JP *2.3.4 DB 719 Avonvale Vet Group Jan-484 88 Coventry Street Southern Leamington S CV33 0EL *2.3.4 DB 720 Avonvale Vet Group Jan-553 29 Warwick Road Wellsbourne Warwickshire CV35 9NA 3.2V5.0.2 DB 546 AXE VALLEY VET PRACTICE Apr-849 THE VETERINARY SURGER REDMANS HILL BLA WEDMORE SOMERST Nov 3.2 GT 547 AXE VALLEY VET PRACTICE Apr-CM 29 ST CUTHBERT STREET WELLS SOMERSET BA52AW GT 548 AXE VALLEY VET PRACTICE Apr-CM GREYSTONES UNION STREET CHE SOMERSET BS27 GT 549 AXE VALLEY VET PRACTICE Apr-CM BRENT ROAD BRENTKNOLL HIGHB SOMERSET GT 238 BAGULEY & BOFF VET. SURGEONS May-1594 158-160 Chorley New Road Horwich Lancashire BL6 5QW 3.2V5.0.5 53 240 BAGULEY & BOFF VET. SURGEONS May-CMaster 53 Chorley Road Westhoughton Lancashire 3.2V5.0.5 53 335 BAILEY & MATHEWSON Apr-1154 119 Little Common Road Bexhill On Sea East Sussex TN39 4JB 3.2V5.0.2 3 336 BAILEY & MATHEWSON Apr-CMaster Portable Machine - East Sussex TN39 4JB 2.3.4 3 721 Balby Vet Centre Mar-768 83 Springwell Lane Balby Doncaster So DN4 9AD 3.2V5.0.4 DB 49 BARD VETERINARY GROUP *Jan-450 15 Catherine Street Dumfries DG1 1JF Dos 5 254 BARKER & PRAILL *Nil The Ryelands Vet Clinic Ryelands Road Leominster HR6 8PN Dos GT 722 Barnfield House Vet Centre Dec-627 405 Pinner Road Harrow Middlesex HA1 4HN 2.3.4 DB 723 Barton Lodge Vet Centre 1 Midland Road Hemel Hempstead Hertfordshire HP2 5BH 3.2V5.0.4 DB 666 BEACON HILL VETERINARY SURG. Aug-550 Beacon Hill Road Hindhead SURREY GU26 6QN 2.3.4 14 BEACONS VETERINARY CENTRE Jul-780 ASHFIELD PLACE LLANFAES BRECON LB3 8EG 3.2V5.0.5 53 657 BEAUMONT ANIMAL HOSPITAL Jan-446 THE ROYAL VET COLLEGE ROYAL COLLEGE ST LONDON NW1 0TU Nov 3.11 GT 53 BEECHWOOD VETERINARY SURGERY Nov-734 2 The Avenue KIDSGROVE Staffs ST7 1AE 3.2V5.0.2 3
536 BEGG AND PARTNERS May-562 40 STONEHOUSE ROAD STRATHAVEN LANARKSHI 0 6LF Novell 4.2 GT 325 BELL & PARTNERS Dec-312 4 Norton Hill Drive Wyken Coventry West Midland CV2 3AS Dos 3 227 BELL BROWN & BENTLEY *Apr 192 London Road Leicester Leics LE2 1ND 2.3.4 53 229 BELL BROWN & BENTLEY *Apr 41 Hinckley Road Leicester Forest East Leicester 2.3.4 53 59 BEN SHORTEN MRCVS Mar-1430 748 Harrow Road Kensall Green LONDON NW10 5LE *3.2V5.0.0 3 120 BERGHOLT VETERINARY SURGERY May-1355 81 Bergholt Road COLCHESTER Essex CO4 5AF 3.2V5.0.4 5 828 BestFriend Veterinary Clinic 24 Chelmsford Road Brentwood Essex - 3.2V5.0.5 62 BEVIN BUTLER & DRUMMOND Sep-1720 124 Northampton Road MARKET HARBOROU Leicestershire LE16 9HF 3.2V5.0.2 P- 345 BEVIN BUTLER & DRUMMOND Sep-C Master 56 High Street KIBWORTH Leicestershire LE8 0HQ 3.2V5.0.4 3 393 BEVIN BUTLER & DRUMMOND Sep-C Master 2 Tresham Street Rothwell Kettering Northanis NN14 6ES 3.2V5.0.4 3 259 BILSON JACKSON Sep-635 Veterinary Surgeons 107 Carisbrooke Road Newport IOW PO33 1HP dos Lev 1 3 610 BILTON VETERINARY CENTRE Feb-569 259 BILTON ROAD RUGBY WARWICKSH CV22 7EQ Nov 3.12 GT 265 BIOTRIX INTERNATIONAL LTD *Nil 2/3 Dublin Mews Edinburgh Lothian EH3 6NW Xenix 395 BIOTRIX INTERNATIONAL LTD *Nil 2/3 Dublin Mews Edinburgh Lothian EH3 6NW Dos 42 BIRCH HEATH VET CLINIC *Jan-1307 Birch Heath Road TARPORLEY CHESHIRE CW6 9UU 2.3.2 5 394 BIRCH VETERINARY CENTRE Jun-1082 21 Birch Road Oxton Birkenhead Merseyside L43 5UF 3.2V4.2 3 99 BISHOPTON VETERINARY GROUP Nov-1898 Mill Farm Studley Road RIPON North Yorks HG4 2QR 3.2V5.0.4 5 627 BISHOPTON VETERINARY GROUP Branch Patley Bridge North Yorks HG4 2QR 3.2V5.0.5 519 BLACK SHEEP VET SURGERY Jan-435 Unit 3 Warwick Rd Fairfield Ind Estate Louth Lincs LN11 0YB Vet4000 3 824 Blue Cross Veterinary Argyle Place King Street Hammers London W6 0RQ 3.2V5.0.4 DB 233 BLYTHWOOD VETERINARY CLINIC Jul- 500 Uxbridge Road Pinner Middlesex HA5 4SL 2.3.4 53 282 BLYTHWOOD VETERINARY CLINIC *Nil 136 Watford Road Croxley Green Herts - 2.3.2 3 162 BOND STREET VET CLINIC Feb-1210 263 Park Lane Macclesfield Cheshire SK11 8AE 3.2V5.0.4 53 565 BOURTON VALE EQUINE CLINIC Apr-618 THE VETERINARY SURGER WYCK RD LOWER SL GLOUCESTE GL54 2EX Nov 3.12 GT 260 BOWBRIDGE VETERINARY GROUP Sep-1480 Butterow Hill Stroud Gloucestershi GL5 2LA 3.2V5.0.5 5 299 BOWBRIDGE VETERINARY GROUP Sep-C M 17 Gloucester Road Stonehouse Gloucestershi GL10 2NZ 3.2V5.0.5 3 587 BOYDE AND PARTNERS *Nil 138 KINGSTON ROAD STAINES MIDDLESEX GT 245 BRAID VETERINARY CENTRE Nov-892 371 Leith Walk EDINBURGH EH6 8SE EH6 8SE 3.2V5.0.4 3 281 BRAID VETERINARY CENTRE *Nov-C Leith 4 Gylemuir Road Corstorphine BRANCH Edinburgh EH12 7UF 2.3.4 35 132 BRAID VETERINARY HOSPITAL Jun-1323 171 Mayfield Road EDINBURGH EH9 3AZ EH9 3AZ 3.2V5.0.4 5 482 BRAMBLES VETERINARY SURGERY *AUG-1080 37 Albemarle Road Churchdown Gloucester G 2HE Oldv4000 3 483 BRAMBLES VETERINARY SURGERY *AUG-CMASTER Old Forge Green Street Brockworth Gloucester GL Oldv4000 104 Branch Closed *Oct-1680 Old Windmill Site -0 PADBURY PADBURY 2.3.4 5 658 BRAY HOUSE VET PRACTICE Jan-642 36 ASHFORDBY ROAD MELTON MOWBURY LEICESTERS LE13 0HR Nov 3.12 GT 92 BREDY VETERINARY CENTRE Aug-974 Sea Road North Bridport Dorset DT6 4RR 3.2V5.0.4 5 274 BRELADES VETERINARY SURGEONS Feb-1513 20 Knoll Road Dorking Surrey RH4 3EP 3.2V5.0.4 5 382 BRELADES VETERINARY SURGEONS Feb-C Master Rothwell House Church Road Bookham Sur KT23 3JP 3.2V5.0.4 3 475 BRELADES VETERINARY SURGEONS Nov-394 The Tennery Petcare Cntr Station Road Gomshal Surrey GU5 9LE 3.2V5.0.2 3
98 BRIAN HOLROYD MRCVS Nov-1426 1 Simmons Street BLACKBURN Lancashire BB2 1AX 3.2V5.0.4 5 404 BRIAN HOLROYD MRCVS Oct-652 175 Whalley Road CLAYTON-LE-MOORS Lancs BB5 5HD 3.2V5.0.4 26 BRIDGE COTT VETERINARY CENTRE *Apr-495 Tinhay Lifton Devon PL16 0AH Dos 4.01 5 821 BRIDGE VETERINARY CLINIC Jan-CM 51 GLASGOW STREET DUMFRIES DG2 9AG VV 725 Broad Lane Vet Centre 255 Broad Lane Coventry West Midland CV5 7AQ 2.3.4 DB 303 BROADLAND HOUSE VET SURGERY Mar-872 High Street Stalham Norfolk NR12 9AH 2.3.4 3 364 BROADWAY PC Nov-C Master Broadway (130) -- Cambs PE3 6RF Dos 3 130 BROADWAY VETERINARY CLINIC Nov-1770 158 Broadway PETERBOROUGH Cambs PE1 4DG 3.2V5.0.2 3 726 Brook House Vet Hospital 12 Landguard Road Southampton Hampshire SO15 5RJ Xenix DB 611 BROWN & NUTTALL MsRCVS Jan 1,1988 CHIMNEYS HAILSHAM ROA HEATHFIELD EAST SUSSE TN21 6AD Nov 3.12 GT 576 BORWN & PADDON *Jan-691 214 ELM LOW ROAD WISBECH CAMBRIDGE PE14 0DF VV 234 BROWN SIMPSON & STOBO Mar-771 10 Drumianrig Square Hawick Borders TD9 0AS 3.2V5.0.4 35 537 BROWNLOW VETERINARY CENTRE Jul-446 BROWNLOW ROAD ELLESMERE SHROPSHIR 0EA Nov 3.12 GT 173 BUCHAN HOUSE VET. CLINICS Feb-713 19-21 High Street Strichen Grampian AB43 4SQ 3.2V5.0.2 3 442 BUCHAN HOUSE VET. CLINICS May-330 29 Finlayson Street Fraserburgh Grampian AB43 5JW 3.2V5.0.2 456 BUCHAN HOUSE VET. CLINICS May-360 66 York Street Peterhead Grampian AB42 6SP 3.2V5.0.2 691 BUCHANAN FOSTER & BOURNE Jan-691 24 WEST STREET SHIPSTON ON STOU WARWICKSH CV36 4HD VV 30 BURGESS & DONALD Feb-1311 Veterinary Surgeons 58 Argyle Street INVERNESS IV2 3BB 3.2V5.0.0 3 727 Burnham House Vet Surgery Mar-1283 33 Castle Street Dover Kent CT16 1PT 3.2V5.0.2 DB 317 BUTTERCROSS VET CENTRE Jan-1294 Long Acre Bingham Notts NG13 8AF 2.3.4 35 206 BUTTERCROSS VETERINARY CENTRE Jan-C Master Branch Radcliffe-On-Trent -- NG13 8AF 2.3.4 807 BUTTON CHEETHAM DOUGLAS&ALLAN THE VETERINARY HOSPITA 169-170 HIGH STREE LOWESTOFT NR32 1HU 3.2V5.0.0 DB 307 CALDEW VETERINARY GROUP Oct-1008 CARLISLE HOUSE TOWNHEAD ROAD D CUMBRIA CA5 7JF 3.2V5.0.0 53 71 CAMBRIDGE UNIVERSITY *Nil Dept of Clin Vet Medicin Madingley Road CAMBRIDGE CB3 0ES 3.2V5.0.0 3 217 CAMERON & GREIG Sep-660 Ardmdohr Stirling Road Milnathort Kinrosshire Dos 35 368 CAMLAS VETERINARY SURGERY *Nov-530 1A Clive Place Severn Street Welshp Powys SY21 7AN Dos Lev II 3 451 CAMPSIE VETERINARY CENTRE Aug-835 2 Retreat Avenue Omagh N. Ireland BT79 0HR 3.2V5.0.4 3 146 CANHAM CLINICA VETERINARIA *Nil Sitlo Do Torrejao Areiro 8100 LOULE Algarve NW Life 36 CARNEGIE & LINDSAY Nov-1296 Capontree Vet Centre Greenhill Brampton Cumbria CA8 1SU 3.2V5.0.2 53 517 CARNEGIE & LINDSAY Dec-303 Westgate HALTWHISTLE Northumberia NE49 9AF 3.2V5.0.4 3 216 CARRICK VETERINARY GROUP Apr-CM 34 Mills Street Clown Chesterfield Derbyshire S4 4JN 3.2V5.0.4 53 385 CARRICK VETERINARY GROUP Apr-1320 93 Newbold Road Chesterfield Derbyshire S41 7PS 3.2V5.0.4 53 46 CASTLE VETERINARY CENTRE *Dec The Square Ellon Aberdeenshir AB4 9JB Dos 5 612 CASTLE VETERINARY GROUP Jun-720 38 FORE STREET FRAMLINGHAM Suffolk IP13 9DF Nov 3.20 GT 728 Castle View Vet Clinic Belle Isle Heath Park Portobello Ro WF1 5NF 3.2V5.0.2 DB 174 CATH WILSON *Mar-643 The Surgery 19 Steeple Street Kilbarchan Renfrew Dos 5 613 CATHCART & WINN Jan-161 LEYTON HOUSE VET CLINIC HALE ROAD FARNHA SURREY GU9 9RB Nov Lite GT 729 Catton veterinary Clinic 294 Constitution Hill Norwich Norfolk NR6 7RF 3.2V5.0.4 DB
730 Cedar Vet Group Feb-282 69 Christchurch Road Ringwood Hampshire BH24 1DH 2.3.4 OB 731 Cedar Vet Group The Ferndown and Westmoor 522 Wimborne Road E Ferndown Dor BH22 9N9 2.3.4 DB 732 Cedar Vet Group 17 Ringwood Road Verwood Dorset BH21 6AA Xenix DB 328 CEDAR VETERINARY GROUP Mar-1300 Anstey Lane Alton Hampshire GU34 2RH 3.2V5.0.2 3 389 CEDAR VETERNIARY GROUP Mar-C Master New Farm Road ALRESFORD Hampshire SO24 9QW 3.2V5.0.4 3 434 CEDAR VETERINARY GROUP Oct-362 Chawton End Branch Winchester Rd Four M Alton Hants GU34 5HD 3.2V5.0.4 733 Chalks Road Vet Clinic 31 Lyndale Road St George Bristol Avon BS5 7AA 2.3.4 DB 734 Charter Vet Surgeons 16 West Road Congleton Cheshire CW12 4ER Xenix DB 258 CHASE VETERINARY GROUP Aug-1311 103/105 London Road St Leonards On Sea East Sussex TN37 6AT 2.3.4 3 296 CHASE VETERINARY GROUP Aug-CM 89-91 Seaside EASTBOURNE Sussex BN22 7NL 2.3.4 3 366 CHASE VETERINARY GROUP Feb-403 189 De La Warr Road Bexhill On Sea East Sussex TN40 2JY 2.3.4 3 826 Chess Veterinary Clinic 97 Uxbridge Road Rickmansworth Herts WD3 2DT 3.2V5.0.5 DB 614 CHESTNUT HOUSE VET CENTRE Feb-646 88 CHURCH STREET SUTTON ON HULL NRTH HUMB HU7 4TD Nov 3.12 GT 473 CHESTNUT VETERINARY GROUP *Mar-1008 1 Hoe Lane Ware Hertfordshire SG12 9LS Vet4000 474 CHESTNUT VETERINARY GROUP *Mar-CM 77 Fore St Hertford Hertfordshire SG14 1AL Vet4000 37 CHESWORTH & CAMERON MsRCVS *Nil 2 Oldham Road ROCHDALE Lancs OL11 1BU Vetronics 3 566 CHINE HOUSE VETERINARY GROUP Mar-824 SILEBY HALL COSSINGTON ROAD SILEBY LEICESTERSHIRE Nov 3.11 GT 578 CHIPPING NORTON VET HOSPITAL May-649 ALBION STREET CHIPPING NORTON OXON OX7 5BN Nov 3.12 GT 19 CHRIS EVANS MRCVS Jan-611 Callart College Victoria Road Fort William PH33 68G Dos 5 498 CHRISTOPHER CARTER MRCVS Oct-900 224 Winchester Road SHIRLEY Southampton SO16 6TL Vet4000 11 CHURCHEND VETERINARY CENTRE Oct-1090 Trevarthian Road STAUSTELL Cornwall PL25 4BH 3.2V5.0.5 5 45 CINQUE PORTS VETERINARY ASSOC Jul-1033 Rye Veterinary Centre Cinq Ports Square RYE TN31 7AN 3.2V5.0.4 5 357 CINQUE PORTS VETERINARY ASSOC Jul-545 SPRINGFIELD SURGERY CRANBROOK ROAD KENT TN18 5EE 3.2V5.0.4 3 377 CINQUE PORTS VETERINARY ASSOC Jul-309 Station Road LYDD Kent TN29 9ED 3.2V5.0.4 3 662 CLARKE & MARSHALL Sep-804 2 HIGH STREET BERKHAMPSTEAD HERTFORDS HP4 2BS 3.2V5.0.4 90 CLAYTON AND COX Feb-1179 Cleeve Mill Business Park Newent Gloucestershi GL18 1AZ 3.2V5.0.4 5 113 CLENT HILLS VETERINARY GROUP Aug-C M 12 Kidderminster Road Hagley Stourbridge West Midland DY9 0QD 3.2V5.0.0 235 CLENT HILLS VETERINARY GROUP Aug-1336 34 Stourbridge Road BROMSGROVE Worcs. B61 0AE 3.2V5.0.4 53 615 CLEVEDALE VET PRACTICE Mar-400 THE OLD SAWMILL HOMEF UPLETHAM REDCAR CLEVELAND TS11 8AG Dos? GT 255 CLIENTS DEMO *Nil 251 CLIFFE VETERINARY GROUP Nov-840 Radstock House 21 Cliffe High Street LEWES E Su BN7 2AH *2.3.4 53 735 Clifford & Watts Vet Surgeons 39 Lordword Road Harborne Birmingham B16 9RR 2.3.4 DB 538 CLIFTON VILLA VET SURGERY Nov-631 CORONATION TERRACE RICHMOND HILL TR CORNWALL TR 13HJ Nov 3.12 GT 539 CLIFTON VILLA VET SURGERY Nov-C Master 10 CROSS STREET CAMBOURNE CORNWALL TR 148E Nov 3.12 GT 362 CLINIC ALIWAL Dec-400 6 Barr Street Whittlesey Cambridgeshi PE7 1DA 3.2V5.0.5 3 700 CLINIC BRIDGE *Jan-594 THROUGHGATE DUNSCORE DUMFRIES DG2 OUG VV 831 CLINIC TREFOREST *MAR-45 DELETE-DUPLICATE OF 814 DELETE MID GLAMO CF37 1TD DB 185 CLYDEVALLEY VETERINARY CENTRE Jun-923 49 Whitelees Road LANARK ML 11 7RX 3.2V5.0.2 3 284 COACH HOUSE VET CLINIC May-917 Burlyns East Woodhay NEWBURY Berkshire RG15 ONU 3.2V4.2 3 668 COASTWAY VETERINARY GROUP Oct-375 67 HIGH STREET SHOREHAM BY SEA Sussex BN43 5DE 3.2V5.0.0 230 COLIN CHEETHAM VET CENTRE Feb-1447 Quantock Terrace The Drove Bridgewate Somerset TA6 4BA 3.2V5.0.0 3 231 COLIN CHEETHAM VET CENTRE Feb-C Master The Veterinary Surgery Castle Street NETHER ST TA6 2.3.4 35 702 COLIN CLARK & ASSOCIATES Jan 67 MEADROW FARNCOMBE GODAL SURREY GU7 3HF VV 114 COLLIER & BROCK May-950 70 Portland Street Troon Ayrshire KA10 6QU 3.2V5.0.4 3 736 Companion Care Vet Centre Crawshaw Hill Pudsey leeds LS28 7BW DB 630 CONANVET Ard Lair Conon Bridge Dingwall 2.3.4 DB 279 COOK & TIMSON May-567 James Street LOUTH Lincolnshire LN11 OJW Dos Lev II 3 9 COOPER & PARTNERS Oct-635 VETERINARY SURGEONS 37 MONK STREET TUTBURY DE13 9NA Dos 53 472 COOTES VETERINARY CLINIC Jan- C M Gatehouse Lane Burgess Hill West Sussex RH15 8XB 3.2V5.0.2 3 338 CORNERSTONE CLOSED * 8 The Square Breewood Staffs WV10 2.3.4 3 331 CORNERSTONE VET CENTRE *Apr-1103 Northwood Park Road Bushbury Wolverhampt WV10 8ET 2.3.4 35 76 COUNTY VETERINARY GROUP *Oct-495 9 Lawton Road ALSAGER Stoke on Tr Staffordshire ST7 2AA X286 2.2.3 5 365 COUTTS & SHACKLETON MsRCVS Nov-1341 The Veterinary Surgery 15 Shortmead St Biggleswade SG18 OAT 3.2V5.0.2 367 COUTTS & SHACKLETON MsRCVS Nov-C Master The Veterinary Surgery 31 High Street Sandy Beds SG19 1AG 3.2V5.0.0 3 523 Coults (Basement Machine) * PC Terminal (Unix) At Biggleswade -F -F 3.2V4.2 F 228 CRESCENT VETERINARY CLINIC Sep-573 The Crescent MELTON MOWBRAY LeicestershireLE13 ONF 3.2V5.0.4 3 308 CRICKLADE VETERINARY SURGERY *Nil Bath Road Cricklade Wilts SN6 6AT 2.3.4 53 794 Croft Veterinary Centre 122 Banbury Road Brackley Northamptons NN13 6BH 3.2V5.0.5 DB 405 CROFT VETERINARY GROUP Dec-C Master 18 Curzon Street Maryport Cumbria Cumbria 3.2V5.0.0 3 469 CROFT VETERINARY GROUP Dec-C Master 167 Harrington Road Workington Cumbria CA14 3XD 3.2V5.0.2 3 603 CROMWELL VETERINARY GROUP Jul-1799 36 ST JOHNS STREET HUNTINGDON CAMBRIDGE PE18 6DD Nov 3.12 GT 616 CROMWELL VETERINARY GROUP 57 GREAT WHYTE RAMSEY CAMBRIDGE PE17 1HL Nov 3.12 GT 617 CROMWELL VETERINARY GROUP Feb-CM WHITE HOUSE VET CLINIC 1 LINCLARE PLACE S CAMBRIDGE PE19 8AL Nov 3.12 GT 618 CROMWELL VETERINARY GROUP Feb-727 UNIT 4 BURLEIGH CENTRE CONSTABLE ROAD S CAMBRIDGE PE17 6EP Nov 3.12 GT 579 CROSSROADS VETERINARY CENTRE May-749 54 WEST WYCOMBE ROAD HIGH WYCOMBE BUCKS HP11 2LP Nov 3.11 GT 648 CROSSROADS VETERINARY CENTRE *Nil 351 AMESHAM ROAD HAZELMERE BUCKS GT 595 D ROLLO MRCVS *May-500 3-4 THE CHANDLERY QUAYSIDE BERWICK U- TD15 1HE Vet4000 737 D.C. WOODWARD VET SURGEON Jan- SOUTH STREET ASHBY-DE-LA-ZOUC LECEISTERS LE65 1BR 2.3.4 DB 151 D.M TERRY MRCVS Aug-1754 1/2 Park Street Anlaby Road HULL HU3 2JF 3.2V5.0.4 3 347 D.M TERRY MRCVS Aug-C Master 16/18 New Village Road COTTINGHAM Hull HU16 4LT 3.2V5.0.4 3 795 Dale Veterinary Clinic 313 Hesketh lane Hesketh Bank Preston Lanc PR4 6RJ 3.2V5.0.2 DB 115 DALEHEAD VETERINARY GROUP Oct-950 Station Road SETTLE Yorkshire BD24 9AA 3.2V5.0.2 3 89 DAMORY VETERINARY CLINIC Oct-1600 Edward Street BLANDFORD FORUM Dorset DT11 7QT 3.2V5.0.4 3 34 DANETREE VETERINARY SURGEONS *May-50 14 Coxwell Road Faringdon Oxon SN7 7EZ Dos-HF 3 620 DAVID CUFFE & ASSOCIATES Jan-594 348 SOUTH LAMBETH ROAD STOCKWELL LONDON SW8 1UQ Nov 3.12 GT 671 DAVID CUFFE & ASSOCIATES Dec-146 DO NOT DELETE - NEED FOR CONTRACTS LONDON SW8 1UQ GT
739 David Finlay Vet Surgeon Jan-956 176 King Street Stenhousemuir Central Scotla FK5 4HT DB 740 David Finlay Vet Surgeon Jan-503 197 Boness Road Grangemouth Stirlingshire S FK3 9BT 2.3.4 DB 575 DAVID PLACE VET HOSPITAL May-60 8 DAVID PLACE ST HELIER JERSEY JE2 4TD Nov GT 649 DAVID PLACE VET HOSPITAL May-1081 LEODIS VETERNARY SURG ROUTE DES QUENNE ST BRELADE JE3 8FP GT 738 David Wadsworth Vet Surgeon 94 Norbrack Road Blackpool Lancashire FY5 1RP *2.3.4 DB 182 DAVIES & EVANS Aug-642 Bridge Veterinary Clinic Downington LECHLAD Glos. GL7 3DL Dos-6.00 05 567 DAVISON VETERINARY SURGEONS Apr-792 65 ILKESTON ROAD NOTTINGHAM NG7 3GR Nov 3.11 GT 650 DAVISON VETERINARY SURGEONS * 81 SOUTH ROAD WEST BRIGFORD NOTTINGHAM GT 651 DAVISON VETERINARY SURGEONS * 101 NOTTINGHAM ROAD KEYWORTH NOTTINGHAM GT 823 DELETED 741 DENE PARK VETERINARY CENTRE * 1 GREEN PARADE WHITTON ROAD HO MIDDLESEX TW3 2EN 2.3.4 DB 73 DIER & JOHNSTON May-1181 The Well House Crowborough Hill East Sussex TN6 2SE 3.2V5.0.2 3 643 DONALD KINGSNORTH Jan-691 CEDAR COTTAGE 2 BRIMSHOT LANE CHOBHAM S GH24 8RN Win NT VV 684 DONALD KINGSNORTH Jan-CM 149 GUILDFORD ROAD LIGHTWATER WOKING SU GU18 5RA VV 95 DONALD MCGREGOR & PTNRS *Feb585 DD Veterinary Surgeons Janet Street Thurso KW14 7EG 2.3.2 5 346 DONALDSON & PARTNERS Jun-868 Maple Street Aspley Huddersfield West Yorkshir HD5 9AX 3.2V5.0.2 3 454 DONALDSON & PARTNERS Dec-1040 Miry Lane Thongsbridge West Yorkshir HD7 2RY 3.2V5.0.2 663 DONE & STEVENS Jan-CM 56 HIGH STREET BRAMPTON CAMBRIDGE PE18 8TH VV 470 DRUMAHOE VETERINARY CLINIC Jul-819 4 Ardlough road Drumahoe Londonderr Co Londonder BT47 5SW 3.2V5.0.4 85 DRYFE VETERINARY GROUP *Nil Veterinary Surgeons 34 Townhead Street LOCKERBIE DG11 2AE Dos 5 84 DUMMY (ABBEY SHALESMOOR) *Nov-921 300 Shalesmoor Sheffield South Yorkshi S3 8UL 3.2V5.0.0 3 112 DUMMY (OLD MINTERN & HILL) * 46 Maidon Road Great Baddow Chelmsford CM2 7DN 2.3.4 5 742 Dunbar Vet Hospital 1 Dunbar Raod Talbot Wood Bournemouth BH3 7AY 3.2V5.0.5 DB 670 DUNCAN MASSON & ROBERTSON *Jan-691 ROBERTSON PLACE FORRES MORAYSHIR IV36 0EU VV 66 DUNDAS VETERINARY GROUP *Nil 99 Dundas Street Edinburgh EH3 6SD 2.3.1 3 447 DUNELM VETERINARY GROUP Nov-557 16 Giesgate Durham Co Durham DH1 1JA Vet4000 122 E BRANDER MRCVS Dec-631 Veterinary Surgeon 20 Balfron Rd KILLEA Glasgow G63 9NJ VET4000 5 743 E.C. Straiton & Ptns Jan-718 Cannock Road Penkridge Staffordshire ST19 5RY 2.3.4 DB 583 EAGLE VETERINARY GROUP Sep-929 THE VETERINARY SURGER NORWICH ROAD HA SUFFOLK IP19 8HY Nov 3.11 GT 74 EASTCOTT VETERINARY CLINIC Jul-1346 59 Bath Road Swindon Wiltshire SN1 4AU 3.2V5.0.0 53 298 EASTFIELD VETERINARY CLINIC Mar-1000 Station Road Nth Thoresby Grimsby Humberside DN36 5OU 3.2V5.0.4 3 499 EASTFIELD VETERINARY CLINIC Oct-396 86 Hardys Road Cleethorpes Lincolnshire DN35 0DW 3.2V5.0.4 3 43 EASTGATE VETERINARY GROUP Sep-1100 Cotton Lane BURY ST EDMUNDS Suffolk IP33 1XW 3.2V5.0.4 6 380 EASTGATE VETERINARY GROUP Sep-471 31 Bury Road THETFORD Suffolk IP24 3AW 3.2V5.0.4 53 661 EASTGATE VETERINARY GROUP Sep-325 RIVERSIDE VET CLINIC MILDENHALL SUFFOLK IP28 7DP 3.2V5.0.4 318 ED *Nil DO NOT USE THIS RECORD SEE RECORD 146 Algarve Dos 267 EDDY WILLIAMSON & PTS *Jul-698 DO NOT USE!!!! Branch Closed MIDSOMER BA3 2OE 2.3.4 53 33 EDWARDS & GLAS May-495 Regency House Bow Street Langport Somerset TA10 9PS Dos 3
606 EDWARDS & JOSE MRCVS Jul-600 THE SURGERY THE SQUARE GILLIN DORSET SP8 4NA PowerLan GT 744 Elm Cottage Vet Centre 28 Outland Road Plymouth Devon PL2 3DF 3.2V5.0.2 DB 321 ELMS VETERINARY CENTRE Feb-528 30 Gloucester Street FARINGOON Oxfordshire Dos Lev H 3 540 ENDELL VETERINARY GROUP Jul-670 49 ENDLESS STREET SALISBURY WILTSHIRE SP13U Nov 3.11 GT 363 EQUINE VETERINARY CLINIC *Feb 420 Greyfriars Farm Hogs Back Puttenham Guildford GU3 1AQ Dos 3 38 EQUIPET VETERINARY CLINIC Dec-1040 Nicci Street KIRKCALDY Fife KY1 1RF 3.2V5.0.4 3 588 EQUIPET VETERINARY CLINIC Aug-375 HIGH STREET BURNTISLAND FIFE 3.2V5.0.0 3 396 ESK VALLEY VETERINARYSURGERYOct-900 Veterinary Surgeon 21 Eskbank Road Dalkeith EH22 1HG 3.2V5.0.2 3 508 EXETER VETERINARY CENTRE Oct-482 15 Exeter Street BOURNE Lincolnshire PE10 9NW Vet4000 65 EYE VETERINARY CLINIC Jan-888 Moreton Eye LEOMINSTER HFDS -- FROM BDS 3.2V5.0.5 5 140 F NOBLE & J CARR MRCVS Jun-1057 Teignmouth Veterinary SurMaudlin Drive Teignm Devon TN14 6RU 3.2V5.0.4 5 276 F NOBLE & J CARR MRCVS Jun-CM 46 Park Road DAWLISH Devon EX7 9LL 3.2V5.0.4 53 746 Fair Lane Vet Centre Carmarthan Dyfed Wales SA31 1RX Xenix DB 167 FAIRVIEW VETERINARY CENTRE Jan-580 36 High Street New Deer Turriff Aberdeenshir AB4 8SX Dos 5 428 FELLSIDE VETERINARY GROUP *Oct-508 Cowgarth Hill Stanhope-In-Weardale Co Durham DL13 2PA Dos 3 301 FENTON VETERINARY PRACTICE Oct-1056 21 Portfield HAVERFORDWEST Dyfed SA61 1BN 3.2V5.0.0 3 747 FIELDING & CUMBER VET SURGS 176/178 Cickerell Road Weymouth Dorset DT4 0QR 3.2V5.0.4 DB 748 FIELDING & CUMBER VET SURGS 7 South Walks Road Fordington Green Dorchester D DT1 1ED DB 354 FITZALAN HOUSE VET GROUP Sep-C Master 11 Sea Lane East Preston Sussex BN16 *2.3.4 3 355 FITZALAN HOUSE VET GROUP Sep-C Master 2 Church Hill Angmering W Sussex BN16 4EG *2.3.4 3 356 FITZALAN HOUSE VET GROUP Sep-C Master 6A River Road Arundel W Sussex BN18 9DH *2.3.4 3 353 FITZALAN HOUSE VET GROUP Sep-1760 31 Fitzalan Road LITTLEHAMPTON W Sussex BN17 5ET *2.3.4 3 680 FOREST LODGE VET CENTRE *Jan-894 THE SQUARE LEWES ROAD FORE EAST SUSSE RH18 5ES VV 541 FOREST LODGE VET PRACTICE Nov-908 14 BARTON COURT ROAD NEW MILTON HAMPSHIRE Nov 3.11 GT 542 FOREST LODGE VET PRACTICE Nov-C Master 86 MILFORD ROD PENNINGTON LYMIN HAMPSHIRE Nov 3.?? GT 749 Forest Vet Clinic Mar-337 7 Park Road Fordingbridge Hampshire SP6 1EQ 2.3.4 DB 202 FOSTER & SEWARD MSRCVS Sep-1094 90 Winchester Road BASINGSTOKE Hampshire RG21 1UH 2.3.2 53 44 FOUR CROSSES VET. SURGERY Apr-424 Hafod Offa Four Crosses LLANYMYNE Powys Dos 5 203 FOUR DALES VET PRACTICE Oct-850 Station Road Helmsley North Yorkshi YO6 5BZ 3.2V5.0.4 53 486 FOUR DALES VET PRACTICE Aug-1056 4 Howe End Kirkbymoorside York YO6 BD 3.2V5.0.4 488 FOUR DALES VET PRACTICE Aug-C Master The Old Police House Market Place Easingw North Yorkshi YO61 3AD 3.2V5.0.4 604 FOXGROVE VETERINARY CENTRE Jul-779 8 FOXGROVE ROAD BECKENHAM KENT BR3 2AT Nov 3.11 GT 597 FRANCIS & HERDMAN MsRCVS. Jul-584 MILFORD FARM MILL STRE BAKEWELL DERBYSHIR DE45 1DX Nov 3.11 GT 672 FRANCIS & HERDMAN MsRCVS. Card 597 DO NOT DELETE - NEED FOR CONTRACTS DERBYSHIR DE45 1DX Nov GT 750 Frank Tobin Vet Surgeons 12 Orchard Road Malton North Yorkshi YO17 0BH ?????? DB 564 FRESH ACRE VETERINARY SURGEYApr-982 FLAGGONERS GREEN BROMYARD WORCESTERSHIRE Nov 3.11 GT 543 FRY USHER AND EDWARDS *Nil THE VETERINARY CENTRE DRUMP ROAD REDR CORNWALL TR15 Dos ? GT 57 G AUSTIN MRCVS Dec-910 Kerswill House Fardel IVYBRIDGE Devon PL21 9HT 3.2V5.0.0 3
212 G AUSTIN MRCVS Dec-C Master Laptop 457 GABLES VETERINARY GROUP *Nov-396 78 Bromyard Road St Johns 123 GATEHOUSE VET HOSPITAL Jun-1373 Lavister Rosset 192 GATEHOUSE VET HOSPITAL Jun-C Master 2 Long Lane Hoole Chester 193 GATEHOUSE VETERINARY HOSPITAL Jun-C Master Lavister (Pen-Y-Bryn) Rosset 568 GAYTON VETERINARY GROUP May-420 GAYTON HOUSE 40 HATCHLANDS RO 341 GELE VETERINARY CENTRE Jun-635 The Veterinary Surgery Llanfair Road Abergel 432 GEORGE & PARTNERS Sep-1500 Lady Dane Veterinary Cen. Graveney Road Faver 521 GEORGE & PARTNERS * Toachim House South Road Faversham 621 GIBSONS VETERINARY HOSPITAL Sep-892 BRAUNSTON ROAD OAKHAM 46 GILMOOR VETERINARY CLINIC Dec-1513 37 Marshall Terrace Gilesgate 386 GILMOOR VETERINARY CLINIC Dec-C Master 81 Durham Road Spennymoor 699 GILMORE SURGERY Jan-691 8 PARK ROAD KINGSTON 8 GIRLING & BOWDITCH Feb-869 8 THE SQUARE BEAMINSTER 481 GLENBURN VETERNINARY CLINIC May-660 7 Nutts Corner Road Crumlin 544 GLENLEIGH VET PRACTICE Apr-786 58 WINGFIELD ROAD TROWBRIDGE 136 GOLDEN VALLEY VET HOSP Aug-1685 Nailsea Park Nailsea 384 GOLDEN VALLEY VET HOSP Aug- C M The Vinery Chew Magna 681 GOOD COMPANIONS VET CLINIC *Jan-510 THE MALTINGS ROYDON ROAD STA 506 GRANT NORRIE & ALMOND Feb-1236 Oaklands Park Street 511 GRANT NORRIE & ALMOND Feb- CM Forest House Northend Bedale 600 GREEN & TONG VETERINARY SURG. Jul-501 FELLOWS FARM ABBOTS RIPTON 682 GREEN PASTURES VET SURGERY *Jan MOOR LANE WORLE WEST SUPER MARE 199 GREENBAY VETERINARY SURGERY *Sept 485 34 Walnut Road Torquay 266 GREENMOUNT VETERINARY CLINIC Jun-693 72 Gilford Road Portadown 215 GREENWOOD VETERINARY CLINIC Dec-359 64 The Greenway Uxbridge 241 GREENWOOD VETERINARY CLINIC Jun-751 90 Swakeleys Road Ickenham 244 GREENWOOD VETERINARY CLINIC Aug-400 102 Nield Road Hayes 262 GREENWOOD VETERINARY CLINIC *Mar-490 21 Lady Margaret Road SOUTHHALL - CLOSE 401 GREENWOOD VETERINARY CLINIC Aug-400 Derwent Drive Hayes End 402 GREENWOOD VETERINARY CLINIC Aug-375 Clifton Ctge 58 Lower Rd Chalfont St Peter 510 GREENWOOD VETERINARY CLINIC Dec-394 59 Station Approach South Ruislip 431 GROVE VETERINARY SURGERY Aug-766 231 Rawlinson Street Barrow in Furness 380 HADRIAN VETERINARY GROUP *Feb-1179 Dene Avenue Hexham 121 HAFREN VETERINARY GROUP *May-729 LLanidloes Road NEWTOWN 131 HALE VETERINARY GROUP Feb-92 19 Langley Road Chippenham 186 HALL COURT VET. GROUP Jul-908 1 St Leonards Close Dinnington Sheffield 198 HALL COURT VET. GROUP Aug-497 227B Handsworth Road Handsworth
212 G AUSTIN MRCVS - - 3.2V5.0.0 3 457 GABLES VETERINARY GROUP Worcester HR8 2DH 3.2V5.0.2 123 GATEHOUSE VET HOSPITAL WREXHAM LL12 0DF 2.3.4 5 192 GATEHOUSE VET HOSPITAL Cheshire CH2 2PD Dos 5 193 GATEHOUSE VETERINARY HOSPITAL WREXHAM Vet4000 5 568 GAYTON VETERINARY GROUP REDHILL SURREY Dos ? GT 341 GELE VETERINARY CENTRE Clwyd LL22 8DH Dos Lev II 3 432 GEORGE & PARTNERS Kent ME13 8UR Vet4000 521 GEORGE & PARTNERS Kent ME13 7LR 3.2V5.0.4 621 GIBSONS VETERINARY HOSPITAL RUTLAND LE15 6LD Nov 3.2 GT 46 GILMOOR VETERINARY CLINIC DURHAM DH1 2HX 3.2V5.0.2 3 386 GILMOOR VETERINARY CLINIC Co.Durham DL16 6JW 3.2V5.0.2 3 699 GILMORE SURGERY SURREY KT2 6BN VV 8 GIRLING & BOWDITCH DORSET DT8 3AW 2.3.4 53 481 GLENBURN VETERNINARY CLINIC Co Antrim BT29 4BW 3.2V5.0.4 544 GLENLEIGH VET PRACTICE WILTSHIRE BA14 Nov 3.12 GT 136 GOLDEN VALLEY VET HOSP BRISTOL BS19 1BD 3.2V5.0.2 5 384 GOLDEN VALLEY VET HOSP Nr Bristol BS18 8RD 681 GOOD COMPANIONS VET CLINIC ABBOTS HE SG12 8HG VV 506 GRANT NORRIE & ALMOND MASHAM N Y HG4 4HN 3.2V5.0.4 511 GRANT NORRIE & ALMOND North Yorks DL8 1AF 3.2V5.0.4 600 GREEN & TONG VETERINARY SURG. HUNTINGDO PE17 2LH Dos ? GT 682 GREEN PASTURES VET SURGERY SOMERSET BS24 7LA VV 199 GREENBAY VETERINARY SURGERY Devon TQ2 6HS Xenix P- 266 GREENMOUNT VETERINARY CLINIC Co Armagh BT63 5HT 3.2V5.0.2 3 215 GREENWOOD VETERINARY CLINIC Middlesex UB8 2PL 2.3.4 53 241 GREENWOOD VETERINARY CLINIC Middlesex UB10 8BB 3.2V5.0.4 244 GREENWOOD VETERINARY CLINIC Middlesex UB3 1SH 2.3.4 53 262 GREENWOOD VETERINARY CLINIC Middlesex UB1 2PJ 2.3.2 35 401 GREENWOOD VETERINARY CLINIC Middlesex - 2.3.4 35 402 GREENWOOD VETERINARY CLINIC Buckinghams SL9 9AA 2.3.4 35 510 GREENWOOD VETERINARY CLINIC Middlesex HA4 6SL 2.3.4 431 GROVE VETERINARY SURGERY Cumbria LA14 1DW Vet4000 3 380 HADRIAN VETERINARY GROUP Northumberla NE46 1HJ 2.3.4 3 121 HAFREN VETERINARY GROUP Powys SY16 1HA 2.3.4 5 131 HALE VETERINARY GROUP Wiltshire SN16 1BS 3.2V5.0.0 3 186 HALL COURT VET. GROUP South Yorkshi S31 7RL 3.2V5.0.0 3 198 HALL COURT VET. GROUP Sheffield S13 9BJ 3.2V5.0.0
23 HAMPTON VETERINARY GROUP Jun-629 Hampton Heath MALPAS 799 Hart Veterinary Center Browning Drive Kings Meadow 752 Haverlock House Vet Surgery 106 Dover Road Folkestone 753 Haven Vet Hospital 35 Holland Road Clacton On Sea 754 Haven Vet Practice 138 Elm Tree Avenue Walton-On-the-Naze 236 HAVEN VETERINARY GROUP Nov-1197 1 James Street LLANELLI 622 HAVEN VETERINARY SURGEONS Mar-792 BRIDGEFOOT STEAM MILL LANE SOUTH TOWN 673 HAVEN VETERINARY SURGEONS Jan-77 DO NOT DELETE - NEED FOR CONTRACTS 200 HAWTHORNE LODGE VET. SURGERY Oct-1152 1 Old Parr Road Banbury 170 HAYDON VETERINARY GROUP Feb-1000 Haydon House 83 West Allington 125 HAYHURST & JONES Sep-803 Wern Veterinary Centre Greenfield Road RUT 105 HEATH VETERINARY CLINIC Jul-963 9 HIGH STREET HURSTPIERPOINT 91 HEATH VETERINARY SURGERY Mar-36 Veterinary Surgeons 326 Whitchurch Road 344 HEATH VETERINARY SURGERY Mar-C Master Veterinary Surgeons 291 Cyncoed Road 375 HEATH VETERINARY SURGERY Mar-C Master 123/5 Heol-Y-Deri RHIWBINA 755 Heathfield Vet Hospital * 148 Heath Road Twickenham 686 HENLEY HOUSE VET CENTRE Jan-CM 2 LONDON ROAD UCKFIELD 372 HEY & GREENWOOD Dec-1294 9 Holly Lane Rufford Ormskirk 373 HEY & GREENWOOD Dec-C Master 127 Wennington Road Southport 687 HIGHERTOWN VET CLINIC Jan-691 23 HIGHER TOWN TRURO 495 HILLSIDE VETS Sep-900 146 Crewe Road NANTWICH 329 HOLLYCROFT VETERINARY CENTRE *Mar-607 Roston Drive Hollycroft Est. Hinckley 624 HOLME LACY COLLEGE *Dec-421 HOLME LACY HEREFORD 724 HOSPITAL BOOTH Dietary Department Charlestown Road 623 HOSPITAL GALEMIRE Dec-511 GALEMIRE CLEATOR MOOR 351 HOWE STARNES & GATWARD Aug-1124 Fairfield House Uckfield 756 HUBBARD & WILLIAMS VET SURGS Cibyn Veterinary Centre Llanberis Road 532 HUGHES-PARRY & ASSOCIATES Apr-1077 34 High Street Longstanton 626 HUTCHISON DUNLOP & BAIRD Sep-968 THE VETERINARY CENTRE HALLFIELD LANE WE 816 I HAWORTH MRCVS 66/68 Mill Lane Macclesfield 25 IAN PEEK MRCVS Jan-606 6 Golden Sqaure Duns 332 ICKNIELD VETERINARY GROUP Apr-32 25 Princes Street Dunstable 333 ICKNIELD VETERINARY GROUP Apr-C Master 367 Luton Road Harpenden 334 ICKNIELD VETERINARY GROUP Apr-C Master 1 Brook Street Luton 625 INGRAM HOPKINSON Oct-1019 16 NOTTINGHAM ROAD ALFRETON 757 Island Vet Clinic 132 Lichfield Road Stafford 573 J A O DAVIES MRCVS Apr-607 TRE'R GELLI 3 OXFORD RD HAY 586 J GRIEVE MRCVS *June-670 89A CHERRY HINTON ROAD CHERRY HINTON
23 HAMPTON VETERINARY GROUP Cheshire SY14 8JW 3.2V5.0.4 5 799 Hart Veterinary Center Bicester Oxfor OX6 8XL 3.2V5.0.4 DB 752 Haverlock House Vet Surgery Kent CT20 1NN DB 753 Haven Vet Hospital Essex CO15 6EH 2.3.4 DB 754 Haven Vet Practice Frinton Essex CO13 0AR 2.3.4 DB 236 HAVEN VETERINARY GROUP Carmarthensh SA15 1DU 3.2V5.0.4 53 622 HAVEN VETERINARY SURGEONS GREAT YAR NR31 0HP Nov 3.12 GT 673 HAVEN VETERINARY SURGEONS GREAT YAR NR31 0HP GT 200 HAWTHORNE LODGE VET. SURGERY Oxfordshire OX16 8HT 3.2V5.0.2 3 170 HAYDON VETERINARY GROUP Bridport Dorset DT6 3.2V5.0.4 3 125 HAYHURST & JONES Clwyd LL15 1EY 3.2V4.2 35 105 HEATH VETERINARY CLINIC BRIGHTON BN6 9TT 3.2V5.0.2 5 91 HEATH VETERINARY SURGERY CARDIFF CF4 3NG 3.2V5.0.4 5 344 HEATH VETERINARY SURGERY Cardiff CF2 6PA 3.2V5.0.4 5 375 HEATH VETERINARY SURGERY Wales CF2 6AP 3.2V5.0.4 5 755 Heathfield Vet Hospital Middlesex TW1 4BN 2.3.4 DB 686 HENLEY HOUSE VET CENTRE EAST SUSSE TN22 1HX VV 372 HEY & GREENWOOD Lancashire L40 1SH 3.2V5.0.4 173 HEY & GREENWOOD Lancashire PR9 7AF 3.2V5.0.4 687 HIGHERTOWN VET CLINIC CORNWALL TR1 3QE VV 495 HILLSIDE VETS Cheshire CW5 6NB 3.2V5.0.5 329 HOLLYCROFT VETERINARY CENTRE Leics. LE10 0XP Dos Lev II 3 624 HOLME LACY COLLEGE WORCESTE HR2 6LL GT 724 HOSPITAL BOOTH Blackley Manche ???? DB 623 HOSPITAL GALEMIRE CUMBRIA CA25 5QX Dos ? GT 351 HOWE STARNES & GATWARD East Sussex TN22 5DG 2.3.4 3 756 HUBBARD & WILLIAMS VET SURGS Caernarfon G LL55 2HH 3.2V5.0.4 DB 532 HUGHES-PARRY & ASSOCIATES Cambridge CB4 5BS 3.2V5.0.4 626 HUTCHISON DUNLOP & BAIRD WEST YORK LS22 6JU Nov 3.11 GT 816 I HAWORTH MRCVS Cheshire SK11 7NR Xenix DB 25 IAN PEEK MRCVS Berwickshire TD11 3AW 3.2V5.0.4 3 332 ICKNIELD VETERINARY GROUP Bedfordshire LU6 3AS 3.2V5.0.4 35 333 ICKNIELD VETERINARY GROUP Hertfordshire AL5 3LZ 3.2V5.0.4 35 334 ICKNIELD VETERINARY GROUP Bedfordshire LU3 1DS 3.2V5.0.4 35 625 INGRAM HOPKINSON DERBYSHIR DE55 7HL Nov 3.11 GT 757 Island Vet Clinic Staffordshire ST17 4LE 3.2V5.0.2 DB 573 J A O DAVIES MRCVS POWYS Dos ? GT 586 J GRIEVE MRCVS CAMBRIDGE GT
224 J HEWITT 1 Burns Court Eaton Ford ST NEOT Cambs PE19 3RS 29 J JOHNSON MRCVS Jan-908 Oakhill Vet Centre Langley Lane Gooshan PRESTON Lancs 3.2V5.0.4 35 430 J KIRK & ASSOCIATES *Oct605 Highfield Eastgate Sleaford Lines NC34 7EE Vet4000 3 124 J KNOTT *Nil Upper Hookpit Farmhouse Worthy Down Lane KINGSWORT SO21 2RR Dos 5 605 JV MURPHY MRCVS Jul-749 52 CLARENDON STREET LEAMINGTON SPA WARWICKSH CV32 4PE Nov 3.12 GT 324 J WATKINSON Dec-749 Hollin Rigg Middleham Road Leyb North Yorks DL8 5HD 3.2V5.0.0 3 61 JACKSON MRCVS Jan-1298 Veterinary Surgeons Toft Lodge Raskelf R EASINGWOL YO6 3LA 3.2V5.0.0 3 403 JEDDAH VETERINARY CLINIC *Nil P.O. Box 4553 Jeddah 21412 Saudi Arabia Dos 418 JOEL STREET VET CLINIC Jun-777 Joel Street Farm Pinner Middlesex HA5 2PD 3.2V5.0.0 3 292 JOHN'S MACHINE (SALES3) * 3.2V4.2 758 JSW & M Glassbrook 1/3 King Street Leyland Preston Lanc PR5 1LE 3.2V5.0.2 OB 102 JULIAN HUDSON MRCVS *Dec-330 7 Skelty Avenue Skelty SWANSEA SA2 OTE Dos 5 509 JULIE HIMS Oct-594 Veterinary Surgery 67 High Street Rocost UTTOXETER ST14 5JU VET4000 694 K R BALMER Jan-461 45 WHITE HART LANE BARNES LONDON SW13 OPU VV 376 KEBIR HOUSE VETERINARY GROUP Jan-105 Kebir House 17A East Rd Northatlerton N. Yorks. DL6 1NP 3.2V5.0.2 ? 627 KENWOOD VETERINARY SURGERY Feb-746 8 STATION CLOSE DAVENTRY NORTHANTS NN11 5AG Nov 3.12 GT 545 KINGSTON VETERINARY GROUP Apr-689 KINGSTON HOUSE LONG STREET SHER DORSET DT9 308 PowerLan GT 134 KINGSWAY VETERINARY CENTRE Oct-1627 73 Otley Road Skipton N. Yorks BD23 1HJ 3.2V5.0.2 5 297 KINGSWAY VETERINARY CENTRE Oct-CM 27A Skipton Road Silsden N. Yorks BD20 9LB 3.2V5.0.2 232 KITTO & TREMAIN Jun-1191 1 Farm Mill Lane Witney Oxfordshire OXB 6BJ 3.2V5.0.0 3 81 LANE & MURRAY MsRCVS May-600 1 Guy Street Leamington Spa Warks 2.2.3 5 107 LANSDOWN VETERINARY SURGEONS May-1735 Clockhouse Vet Hospital Walbridge STROUD Gloucestershi GL5 3JD 3.2V4.2 5 502 LANSDOWN VETERINARY SURGEONS Nov-368 Branch Machine Willesley Gloucestershi GL6 8QU 3.2V5.0.4 39 LEADON VALE VETERINARY CENTRE Jul-1254 Lower Road Trading Ledbury Herefordshire HR0 2DH 3.2V5.0.0 5 Estate 760 Lewis-Jones & Associates 5 High Street Honiton Devon EX14 8PR ??? DB 664 LINDEN HOUSE VET CENTRE Sep-804 22A Victoria Road Diss Norfolk Ip22 3Hw 3.2V5.0.4 388 LINGFIELD LODGE VET CENTRE Jan-891 EDENBRIDGE KENT TN8 5QS VV 172 LINKS VETERINARY GROUP *Feb-595 Court Street HADDINGTON East Lothian EH41 3NP X2862.3.2 5 278 LOVE-JONES KILLEN & DAWSON Sep-1560 615 Wells Road Whitchurch Bristol Avon BS14 9BE *3.2V5.0.0 3 433 LOVE-JONES KILLEN & DAWSON Sep-C 15 Duckmore Road Ashton Bristol BS3 2DD 3.2V5.05 Master 761 Lynwood Vet Hospital May- Station Road Wimborne Minster Dorset BH21 1RQ 3.2V5.0.4 DB 762 Lynwood Vet Hospital May- Unit 6/7 Leanne Business Centr Wareham Do BH20 4DY 2.3.4 DB 701 M L B WILLIAMS Jan-700 47 OTTO TERRACE SUNDERLAND TYNE & WEA SR2 7LP VV 138 MACKIE & BRECHIN *Nil New Mains Road KIRKLISTON West Lothian EH29 9AE Dos D5 764 MACLEOD ALLAN & TAYLOR VETS Sommet Vert Route des Gentes St. Brelade Channel Isla 3.2V5.0.5 DB Jan 765 MACLEOD ALLAN & TAYLOR VETS Feb-614 Ballantree St mary Jersey Channel Isla 3.2V5.0.5 DB 763 Macleod Allen & Taylor Vets Oak Farm Veterinary Rue Du Hocq St. Clement Channel Isla 3.2V5.0.4 DB Surge Je 72 MACQUEEN VETERINARY CLINIC Jan-1089 57 New Park Street Devizes Wiltshire SN10 1DP 3.2V5.0.2 3
164 MAGUIRE LAWRIE & LAWRIE Sep-1200 26 Griffiths Street FALKIRK Stirlingshire 3.2V5.0.4 35 342 MAGUIRE LAWRIE & LAWRIE Dec-388 55 Main Street Cumbernauld Strathclyde G67 2RT 3.2V5.0.4 3 484 MAINSTONE VETERINARY CLINIC Apr-792 Mainstone Romsey Hampshire SO51 6BA 3.2V5.0.4 3 665 MAINSTONE VETERINARY CLINIC Sep-325 19 Fleming Avenue North Baddesley Southhampto S052 9EJ 3.2V5.0.4 175 MANDEVILLE VETERINARY HOSP Mar-1363 15 Mandeville Road Northolt Middlesex UB5 5HD 3.2V5.0.2 3 436 MANOR VETERINARY CLINIC *Jan-595 20 Manor Road North Hinchley Wood ESHE Surrey KT10 0SH 628 MARSHALL & TILL MsRCVS Sep-910 134 OSMASTON ROAD DERBY DE1 2RF Nov 3.12 GT 629 MARSHALL & TILL MsRCVS Sep-702 20 CAMPBELL STREET BELPER DERBY DE56 1AP Nov 3.11 GT 703 MARTIN GIBBS *Jan-691 59 MIDDLE STREET BROCKHAM SURREY RH3 7HW VV 582 MARTIN GRACE MRCVS May-744 277 WOODBOROUGH ROAD NOTTINGHAM NG4 4JU Nov 3.11 GT 678 MARTIN GRACE MRCVS May-CM 28-28 STATION ROAD CARLTON NOTTINGHA NG4 3AX GT 766 McCaig & Davies Putlands Vet Surgery Maldstone Road Paddock Woo TN12 6DZ 3.2V5.0.4 DB 767 McCaig & Davies The Vet Surgery Northumberland Road Maldstone Ke ME15 7LN DB 585 MCKEATING & LEHNER & SOMMERS Jun-893 THE VETERINARY HOSPITA RYE STREET BISHO STORTFORD HERTS CM2 Nov 3.11 GT 169 MCTAGGART VETERINARY GROUP Feb-801 47 Vennel Street Dairy Ayrshire Dos Lev II 5 689 MEADOW LANE VET CENTRE Jan-1020 9 MEADOW LANE LOUGHBOROUGH LEICESTERS LE11 1JU VV 698 MEARLEY VETERINARY GROUP Jan-691 THE VETERINARY SURGER KENYN ST. ACCRING LANCASHIR BB5 1BE VV 450 METCALFE & HURN Nov-525 The Surgery Cupplesfield Bainbridg Leyburn NY DL8 3HA Vet4000 213 MIDSUMMER VET. SURGERY May-1174 25 Hamilton Road Cambridge Cambs CB4 18P 3.2V5.0.2 35 295 MIDSUMMER VET. SURGERY * Laptop Cambs CB4 1BP 3.2V5.0.2 47 MILDMAY VETERINARY CENTRE Aug-1379 77 Eastgate Street WINCHESTER Hampshire S023 BDZ 3.2V5.0.0 3 183 MILDMAY VETERINARY CENTRE Aug-C 20A Hill Road Oakley Hampshire 3.2V5.0.4 5 Master 526 Mildmay Veterinary Clinic * 13 Winchester Street Overton Hampshire CB4 5BS 3.2V5.0.4 304 MILFEDDYGON BODRWNSIWM VETS Oct-636 Bodrwnsiwn Rhoeneigr Anglesey LL63 5SG Dos Lev II 3 12 MILL HOUSE VET SURGERY Nov-03 20 Tennyson Avenue Kings Lynn Norfolk PE30 2QG 3.2V5.0.5 3 690 MILL STREAM VET CLINIC Jan-594 97 HIGH STREET BOTLEY SOUTHAMP HAMPSHIRE SO30 2EF VV 316 MILLBURN VETERINARY PRACTICE Dec-704 135 Millburn Road COLERAINE Co. Londonder BT52 1QY 3.2V5.0.2 7 158 MillCroft Veterinary Group Dec-1612 Wakefield Road Cockermouth Cumbria CA1 30HR 3.2V5.0.5 3 188 MINSTER VETERINARY CENTRE Aug-730 Orchard Lodge Newark Rd Southwell Nottinghamsh NG25 0ES 3.2V5.0.4 3 339 MINTERN & HILL McRCVS *Feb 626 295 Broomfield Road Broomfield Chelmsford CM1 4DU 2.3.4 5 441 MINTERN & HILL MsRCVS *Nil Partridge Green Cottage Broomfield Chelmsford CM1 7EY 2.3.4 222 MIRAMAR VETERINARY CENTRE Mar-1420 15 Holt Road Sheringham Norfolk NR26 8NA 3.2V5.0.2 3 427 MIRAMAR VETERINARY CENTRE Mar-C 46 High Street Overstrand Norfolk NR26 8NA 3.2V5.0.4 3 Master 180 MISS BRANCKER *Nil 38 Streetly Lane Sutton Coldfield W. Midlands 675 4TU Dos 3 310 MISS KWOK *Aug-756 15 Vicarage Road NORTHAMPTON NN5 7AX 2.3.4 5 171 MOORCROFT VETERINARY PRACTICE *Nil 223 Dorchester Road WEYMOUTH Dorset DT3 5EH Dos 5 630 MOORLAND VETERINARY CENTRE Dec-595 ST. LUKES HOUSE VICARAGE ROAD LE STAFFORDS ST13 6AS Nov 3.12 GT 144 MR. BOND Jul-495 Durfold College Durfold Hill Dorking R Warnham Su RH12 3RY Vet4000 3
7 Mr BUCHANAN Oct-1500 77 Princess Road URMSTON Manchester M31 3SU 3.2V5.0.4 3 8 Mr BUCHANAN Oct-396 30 Davyhulme Road East STRETFORD Manchester M32 0DW 3.2V4.2 5 6 Mr BUCHANAN Oct-330 41 Barton Road ECCLES Manchester M30 7AD 3.2V5.0.4 3 9 Mr BUCHANAN Oct-396 170 Monton Road MONTON Manchester M30 9GA 3.2V5.0.0 3 1 Mr BUCHANAN Oct-330 55 Silver Street IRLAM Manchester M30 6MT 3.2V5.0.0 3 1 MR BUCKINGHAM * 110 Hockers Lane Deftling Maidstone Kent ME14 3JJ Osr Desk 3 MR CLARE Apr-1727 The Veterinary Centre 51 Three Bridges Road CRAWLEY S RH10 1JJ 3.2V5.0.0 3 7 MR CLARE Apr-C Master The Veterinary Centre 51 Three Bridges Road Crawley W Sussex Dos 3 3 MR CLARE Jul-523 82 Brighton Road Southgate Crawley RH10 6SX 3.2V5.0.0 3 5 MR CLARE Nov-400 202 Gossope Drive Gossope Green Crawley WSu RM11 8LD 3.2V5.0.4 MR CUSACK Nov-767 WEST SIDE VET CLINIC 32 WEBBS ROAD LONDON SW11 6SF 3.2V5.0.2 3 ?9 MR DAVIES BVM & S MRCVS Jan-580 20 Bridge Street Lampeter Dyfed SA48 7AA 3.2V5.0.4 5 ?0 MR ELWOOD Aug-982 36 Boston Road Kirton Boston Lincolnshire PE20 1DS 3.2V4.2 68 Mr Gilliver Jan-120 Garwood Bolton Road Anderton Lan PR6 9HN Xenix DB 19 Mr Grove-White BVSc MRCVS Aug-446 GLAN ABER CEFNDDWYSARN BA GWYNEDD LL23 7HF Win 95 GT ? MR HALL BVSc MRCVS Jul-828 123 Heathcote Road Whitnash Leamington Warwickshire CV31 2LX 3.2V5.0.0 3 95 MR HARRISON BVM&S MRCVS ** WHITE CROSS VET HOSPIT Hospital B Bradford Rd Guiseley Lee LS20 9NH Old Demo P 02 MR HUEY MRCVS Mar-522 65 Old Newry Road BANBRIDGE Co. Down BT32 4LH Dos ???? 3 62 MR J WOOD MRCVS Aug-C M ROYSDEN BARNSTAPLE CROSS CREDITON DEVON GT 70 Mr Maxwell Mrcvs Lady Margaret House St Ann's Road Prestwich Ma M25 8PF Xenix ? DB 05 MR MCDONALD Feb-1130 173 Orford Lane Warrington Cheshire WA2 7AZ 3.2V5.0.2 3 8 MR MCDOWELL BVMS MRCVS Jul-662 Laithe House Vet Surgery 8 The Crescent Adel Leeds LS16 6AA 3.2V5.0.0 3 26 MR MILTON Feb-616 The Veterinary Surgery The Green Skaltion Penrith Cumb CA11 9SQ Vet4000 3 83 MR NORMAN Nov-1182 324 Biscot Road LUTON Bedfordshire LU3 1AZ 2.3.4 3 07 MR PUTNAM Jan-784 Trenwith Lane STIVES Cornwall TR26 1DA 3.2V5.0.0 3 39 MR SEDGWICK Nov-635 Veterinary Surgery The Grand Theatre Cockermouth CA13 9PZ 3.2V5.0.2 3 86 MR SMITH Sep-802 The Veterinary Centre 36 Purbeck Stantonbu Milton Keynes 3.2V5.0.4 3 49 MR SMITH Dec-416 3 Harrier Court Eaglestone MILTON KEY MK6 5BZ 3.2V5.0.4 3 69 Mr Stewart Hill View Longwood Road Owslebury Ha SO21 1JJ Xenix DB 61 MR WOOD MRCVS Aug-584 32 EAST STREET CREDITON DEVON EX17 3AX Nov 3,12 GT 80 MRS AUSTIN *Nil Dos M/C Dos 5 53 MRS CHADWICK Dec-596 195 Derby Road Loughborough Leicestershire 3.2V5.0.5 5 48 MRS JAMIESON Aug-633 205 Likeston Road RADFORD Nolts NG7 3FW 3.2V5.0.4 3 43 MRS JAMIESON Oct-248 The Stables Locko Park Spondon Derby DE21 7BW 3.2V5.0.2 3 66 MRS JAMIESON Apr-560 26-30 Lower Stanton Road Likeston Debyshire 3.2V5.0.2 52 MRS SHIRLEY-BEAVAN GRANGE HILL FARM NAUNTON CHELTEN GLOUCHESTERSHIRE GT 71 Ms Lane 264 Bury Road Rochdale Lancashire O11 4EE 3.2V5.0.0 DB 214 Ms WILSON MRCVS Jul-759 The Veterinary Surgery Sheep Si Cirencester Glos GL7 1QW 3.2V5.0.4 3
DUNDAS & WILSON ASSIGNATION BY XTRAVET LIMITED IN FAVOUR OF PROGRESS SYSTEMS LIMITED ------------------------------------------------- RE: INTELLECTUAL PROPERTY RIGHTS AND OTHER ASSETS ------------------------------------------------- ASSIGNATION by XTRAVET LIMITED, a company incorporated in Scotland with registered number SC182648 and having its registered office at 2/3 Dublin Mews, Edinburgh EH3 6NW ("the Assignor"); in favour of PROGRESS SYSTEMS LIMITED, a company incorporated in Ireland and having its registered office at Premier House, Camden Lock, Dock South, Dublin 4, Ireland ("the Assignee"). WHEREAS:- (A) The Assignor is the lawful proprietor of certain Intellectual Property Rights and other assets; and (B) The Assignor is willing, as requested by the Assignee, to transfer to the Assignee all the Intellectual Property Rights and those other assets as are described herein subject to the following terms and conditions. NOW THEREFORE IT IS AGREED as follows:- 1. DEFINITIONS ACQUISITION DOCUMENTS means the Business Purchase Agreements between the Assignor and GTi Networks Group Limited relating to the acquisition of the MEGAVET divisions and IVIC divisions of GTi Networks Group Limited dated 20th February 1998 and the assignments by GTi Networks Group Limited in favour of the Assignor of IP Rights and Goodwill relating to those two divisions. COMPUTER SOFTWARE means that computer software owned by the Assignor (whether licensed to customers or not) together with all copies of the source code and where applicable logic manuals and user manuals relating thereto; EFFECTIVE DATE means 9 a.m., 26th March 1999; -2- INTELLECTUAL PROPERTY RIGHTS means all trade marks, design rights, and copyright (including all intellectual property rights in the Computer Software) owned by or licensed to the Assignee and used by the Assignee in the business of the Assignee including but not limited to IVIC version 1, IVIC version 2, and MEGAVET (comprising the following modules:- Megavet 2 veterinary software, Megavet 4 veterinary software, and Windows front end software, and Media Store software) and any customer lists of current material customers of the Assignor; and RESIDUAL ASSETS means all rights, assets, the benefit of contracts (other than debts), list of customers, records and documents and such other matters as remain in the ownership of the Assignor including, without limitation, any such assets and rights as were acquired or arise by virtue of the Acquisition Documents other than as may be comprised in the definition of Intellectual Property Rights. 2. ASSIGNATION IN CONSIDERATION OF the sum of L1 (ONE POUND STERLING) plus VAT paid by the Assignee, receipt of which is hereby acknowledged by the Assignor, the Assignor hereby assigns to the Assignee all its property, right, title and interest in the Intellectual Property Rights and the Residual Rights and hereby undertakes at the expense of the Assignee to do and execute all such further documents as may be necessary to vest full right, title and interest in the Intellectual Property Rights and the Residual Rights in the Assignee absolutely. The Assignee declares that in relation to the Intellectual Property Rights it is acting on its own behalf and in relation to the Residual Assets it is acting on behalf of ALIMPORT Limited (Registration No. 03370895) whose registered office is at Garrick House, 27-32 Kind Street, Covent Garden, London. 3. MORAL RIGHTS The Assignor shall use all reasonable endeavours to procure that its employees irrevocably and unconditionally waive in favour of the Assignee any and all moral rights (whether past, present or future) conferred on them in respect of the Intellectual Property Rights vested in the Assignee. 4. CERTIFICATE OF VALUE IT IS HEREBY CERTIFIED that this transaction does not form part of a larger transaction or [CLARIFY] of transactions in respect of which the amount or value or the aggregate amount or [CLARIFY] of the consideration involved exceeds FIVE HUNDRED THOUSAND POUNDS (L500,000) STERLING. -3- 5. GOVERNING LAW This Assignation shall be governed by and construed in accordance with the laws of Scotland and the parties hereby submit to the non-exclusive jurisdiction of the Scottish courts: IN WITNESS WHEREOF these presents typewritten on this and the two preceding pages are executed in duplicate as follows:- SIGNED FOR AND ON BEHALF OF XTRAVET LIMITED by Jock Fraser Robertson, Director at Edinburgh on 26 /s/ Austin Flynn March 1999 --------------------- Witness AUSTIN FLYNN --------------------- Full Name /s/ John Fraser Robertson EDINBURGH - ------------------------- Director --------------------- Address JOHN FRASER ROBERTSON Full Name - ------------------------- --------------------- before the witness set out opposite:- SIGNED FOR AND ON BEHALF OF PROGRESS SYSTEMS LIMITED by Paul Carroll Director at Edinburgh /s/ Paul Nagle on 26 March 1999 --------------------- Witness PAUL NAGLE --------------------- Full Name /s/ Paul C. Carroll PO BOX 1935 - ------------------------- Director --------------------- Address PAUL C. CARROLL Full Name HALFWAY HOUSE, 1685 - ------------------------- --------------------- before the witness set out opposite:- SOUTH AFRICA ASSIGNATION By XTRAVET LIMITED in favour of PROGRESS SYSTEMS LIMITED -------------------------- re: Intellectual Property Rights and other rights -------------------------- RENUNCIATION OF LEASE by AXON VETERINARY LIMITED, (formerly known as Business Data Systems Limited), incorporated under the Companies Acts and having its Registered Office at Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN (hereinafter referred to as "THE TENANTS") in favour of JOHN FRASER ROBERTSON, of 12 Abercromby Place, Edinburgh (hereinafter referred to as "THE LANDLORDS") -------------------------------- WHEREAS ONE The Landlords are the present landlords of the subjects known - --- as 2/3 Dublin Mews, Edinburgh, EH3 6NW in the County of Midlothian ("THE PREMISES") described in the Lease between the Landlords and the Tenants (wherein they are designed Business Data Systems Limited). TWO The Tenants are the present tenants of the Premises under the - --- Lease. THREE The Landlords and the Tenants have agreed that the Tenants - ----- shall renounce their interest in the Lease. NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:- (FIRST) The Tenants hereby renounce their interest in the Lease in favour of the Landlords as from the Twenty Sixth day of March Nineteen Hundred and -2- Ninety Nine ("THE DATE OF RENUNCIATION") notwithstanding the date or dates hereof. (SECOND) The Landlords as evidenced by their execution hereof and for no consideration hereby accept the foregoing renunciation and discharge the Tenants of the whole rents and all obligations incumbent on the Tenants in terms of the Lease after the Date of Renunciation. (THIRD) And the parties hereby certify that the transaction hereby effected does not form part of a larger transaction or of a series of transactions in respect of which the amount or value or the aggregate amount or value of the consideration exceeds Sixty Thousand Pounds. (FOURTH) And the parties consent to registration of these presents for preservation and execution: IN WITNESS WHEREOF these presents printed on this and the preceding page are subscribed by the said John Fraser Robertson for himself and as Director for and on behalf of the said Axon Veterinary Limited, at Edinburgh in the presence of Austin Flynn, solicitor, of Saltire Court, 20 Castle Terrace, Edinburgh, all on 26th March Nineteen Hundred and Ninety Nine. /s/ Austin Flynn /s/ John Fraser Robertson - ------------------------- ---------------------------- Axon Veterinary Limited Axon Veterinary Limited Authorised Signatory/Witness Authorised Signatory /s/ Austin Flynn /s/ John Fraser Robertson - ------------------------- ---------------------------- Witness John F. Robertson LEASE Between John Fraser Robertson of 12 Ambercromby Place, Edinburgh (hereinafter called "THE LANDLORDS" which expression shall wherever the context so admits include all persons deriving title from them) OF THE FIRST PART and Alimport Limited a Company incorporated under the Companies Acts (Company Number 0337895) and having their registered office at Garrick House, 27-32 King Street, Covent Garden, London hereinafter called "THE TENANTS" which expression shall wherever the context so requires or admits include their permitted successors and assignees) OF THE SECOND PART ------------------- IT IS CONTRACTED AND AGREED between the Landlords and the Tenants in the manner following, VIDELICET:- (FIRST) SUBJECTS LET: The Landlords in consideration of the rent and other prestations hereinafter contained hereby let to the Tenants ALL AND WHOLE 2/3 Dublin Mews, Edinburgh EH3 6NW (hereinafter called "THE LEASED SUBJECTS"). (SECOND) PERIOD OF LEASE: The duration of this Lease shall be for an initial three month period ("the initial term") from and after the 26th March 1999 (which is declared to be the Tenants' date of entry hereunder notwithstanding the dates hereof) to the 25th day of June 1999. The Tenants will have the option to extend the Lease for a further three month period to 25th September 1999 provided they give the Landlords at least 2 weeks prior written notice before the expiry of the initial term of such intention. (THIRD) (a) AMOUNT OF RENT: The annual rent shall be TWO THOUSAND SIX HUNDRED POUNDS (L2,600) Sterling per calendar month or such proportion thereof as appropriate (exclusive of all, if any, Value Added Tax chargeable thereon). The Landlord confirms that they have not chosen and bind themselves during the whole period of the Lease not to choose to waive exemption from Value Added Tax payments under the Lease in terms of paragraphs 2,3 and 4 of Schedule 6A of the Value Added Tax Act 1983. (b) PAYMENT OF RENT: The Tenants shall pay such rent to the Landlords monthly in advance, without any deduction or retention, on the First day of each month (which date is hereinafter called a "PAYMENT DATE") beginning the first payment on First April 1999 and the next payment at such Payment Date for the month following and so forth monthly thereafter during the currency of this Lease. If and when requested by the Landlords, rent payments shall be made by Bank Transfer, the Tenants being bound to complete and return to the Landlords all appropriate forms provided for that purpose. (c) RENT TO CONTINUE: Subject to Clause (FIFTH) (One) hereof, the said annual rent shall be payable and the tenancy hereunder shall continue notwithstanding damage to or the destruction of the leased subjects or any part thereof by fire or otherwise. (FOURTH) TENANTS' OBLIGATIONS: The Tenants hereby bind and oblige themselves to observe and perform throughout the currency of this Lease the following conditions, obligations and others:- (0NE) (a) OUTGOINGS: To pay and discharge all rates, taxes, charges, assessments and other outgoings now or at any time hereafter charged or imposed upon or payable in respect of the leased subjects or on any part thereof or on the owner or occupier in respect thereof except (i) rents payable in respect of the Landlords' interest and (ii) tax assessed upon the Landlords as a consequence of the grant hereof or as a result of the Landlords' disposal of or dealing with their interest in the leased subjects. (b) VAT: To pay and discharge all proper Value Added Tax on any rent or other sums of money chargeable thereto which shall be due from the Tenants under or by virtue hereof and at all times to keep the Landlords indemnified against liability to pay Value Added Tax on the same. (c) PUBLIC UTILITIES: To pay all costs and charges whatsoever incurred for or in connection with gas, electric current and power and water supplied to the leased subjects during the currency hereof and forthwith, on demand, to keep the Landlords fully indemnified of all liability arising thereby. (d) INTEREST: To pay, on demand, to the Landlords interest at the rate of Five PER CENTUM PER ANNUM above the Relevant Interest Rate (as hereinafter defined) on all monies due by the Tenants to the Landlords under or by virtue of this Lease. In this Lease the term "RELEVANT INTEREST RATE" shall mean the Base Rate (or its equivalent) of the Bank of Scotland or of such other clearing Bank as may be nominated by the Landlords from time to time. (TWO) STATUTORY REQUIREMENTS: To comply with all obligations (whether relating to the leased subjects, the business permitted to be carried on therein or otherwise) imposed by any Act or Acts of Parliament, statutory instruments or the rules, bylaws, regulations, notices and orders of any local or other authority for the time being in force and do and execute or cause to be done and executed all such works, acts, deeds, matters and things as under or by virtue of any such Act or Acts and others are or shall be properly directed or necessary to be done or executed upon or in respect of the leased subjects or any part thereof whether by the owner, landlord, tenant or occupier and at all times to keep the Landlords indemnified against all claims. -4- demands and liability in respect thereof. Without prejudice to the generality of the foregoing, to copy to the Landlords all information on any Health and Safety File kept for the leased subjects as it is produced and forthwith, at any time on demand, to produce to the Landlords such file, for inspection during the currency of this Lease and, for retention, at its expiry or sooner determination. (THREE) TO MAINTAIN AND REPAIR: To accept the leased subjects and all other premises of which they are part and/or over which the Tenants have any rights in terms hereof as being in good tenantable condition and repair and at their own cost and expense to put and keep in good and substantial repair and maintained and cleansed in every respect and whenever reasonably necessary for the purposes of keeping the same in such condition and repair to replace or renew or rebuild the leased subjects and all additions thereto and all parts, pertinents and others therein or thereon all to the reasonable satisfaction of the Landlords declaring that, for the avoidance of doubt, the Tenants will be under no obligations to put the subjects into any better condition than that as at the Date of Entry: Without prejudice to the foregoing, to clean the windows in the leased subjects at least monthly and to keep all (if any) parts of the leased subjects not covered by buildings in a neat and tidy condition, well drained, well stocked, where appropriate, and free from weeds and otherwise unobstructed, all to the reasonable satisfaction of the Landlords: Declaring however that there shall be excepted from the Tenants' liability under this and the two following Sub-clauses works for the repair of damage to the extent the reinstatement of the same is the Landlords' responsibility under Clause (FIFTH)(One) hereof. (FOUR) TO PAINT ETC: Not less often than once in every 3 years, in the case of external decoration, and not less often than once in every 5 years, in the case of internal decoration, and, in both cases, also in the last 6 months of this Lease howsoever determined, in a proper and workmanlike manner all to the reasonable satisfaction of the Landlords, to prepare, paint, decorate or otherwise treat all parts of the leased subjects as have previously been or ought properly to be so painted, decorated or otherwise treated: PROVIDED ALWAYS that each such external decoration and, in the last 6 months of this Lease, such internal decoration shall be executed in such colours and in such manner and with such materials as the Landlords may reasonably require or approve in writing. -5- (FIVE) TO LEAVE IN GOOD REPAIR: At the expiry or sooner termination hereof quietly and without any warning away or other process of law to surrender to the Landlords the leased subjects (other than trade or tenant's fixtures affixed by the Tenants or any sub-tenant which shall be removed by the Tenants) and that in such state and condition as shall in all respects be consistent with a full and due performance by the Tenants of the obligations herein contained. For the avoidance of doubt, the Tenants will be under no obligations to put the subjects into any better condition than that as at the Date of Entry. (SIX) TO PERMIT ACCESS: To permit the Landlords and others authorised by them with all necessary appliances, on reasonable prior notice (except in cases of emergency) to enter upon the leased subjects for all reasonable purposes including, without limitation, for inspection, for reinstatement of insured damage and for effecting any necessary repairs or other works to adjoining subjects. (SEVEN) TO IMPLEMENT REPAIRS NOTICES: Within 42 days (or within such greater or lesser timescale as the Landlords, acting reasonably, but disregarding circumstances personal to the Tenants, may specify) after notice of any defects in the due implementation by the Tenants of their obligations herein contained shall have been given by the Landlords to the Tenants, to make good the same according to such notice and the provisions in that behalf herein contained failing which it shall be lawful for workmen or others to be employed by the Landlords to enter upon the leased subjects, with all necessary appliances, and make good said defects (or any of them) and all expenses incurred thereby shall on demand be paid by the Tenants to the Landlords. (EIGHT) (a) INSURANCE PREMIUMS Forthwith on demand to pay to the Landlords all premiums and other costs paid by them in effecting and maintaining the insurance of the leased subjects in terms of said Clause (FIFTH)(One) hereof or, in the event of the leased subjects being insured by the Landlords -6- along with other premises, a fair proportion of all the premiums and other costs thereby incurred, as fixed by the Landlords or their Insurers, from time to time. (b) PLATE GLASS ETC. INSURANCE: Save to the extent that the same may be covered by the Landlords' insurances, to insure and keep insured all (if any) plate glass and all (if any) plant, machinery and other works installed/constructed by the Tenants in or upon the leased subjects against fire, breakage and all other usual risks in their full reinstatement value for the time being with some Insurance Office approved in writing by the Landlords and, on demand, to produce to the Landlords the policy or policies for such insurance and the receipt for the current year's premiums. (c) INSURANCE VALUATIONS: To pay to the Landlords, on demand, the costs incurred by the Landlords of any independent professional valuation of the leased subjects, or revision thereof, for the purpose of determining the amount for which the leased subjects shall be insured. (NINE) (a) NOT TO ENDANGER INSURANCE: Not, by act or omission, to cause any insurances effected by the Landlords to become void or voidable or any monies payable thereunder to be withheld. (b) TO NOTIFY DAMAGE AND MEET EXCESS: In the event of the leased subjects or any part thereof being damaged or destroyed from any cause whatever, (i) to give notice thereof to the Landlords without any delay and (ii) to pay forthwith to the Landlords, on demand, the amount of each and every excess carried by the Landlords under the insurance policy or policies effected by them under said Clause (FIFTH) (One) hereof. (TEN) ALTERATIONS: Not without the prior written consent of the Landlords (which consent shall not be unreasonably withheld in the case of any internal non-structural alterations) nor except to the reasonable satisfaction of the Landlords to make any alterations or additions -7- whatsoever, whether external or internal, in or to the leased subjects or any part thereof: Not in any event to erect on any exterior part of the leased subjects any masts, aerials, receivers or wires except with the Landlords' prior written consent. At the expiry or earlier termination of this Lease, forthwith, when and if called upon to do so by and to the extent required by the Landlords, to reinstate and restore, at their own cost, the leased subjects to the state, condition and form in which they were prior to the carrying out of any alterations or others approved by the Landlords in terms of this Sub-clause. (ELEVEN) PERMITTED USER: Not to use the leased subjects or any part thereof except as offices or for such purposes as shall have been approved in writing by the Landlords. Not at any time to use the leased subjects or any part thereof for any public exhibition or entertainment or for any auction or for any illegal or immoral purpose or for betting or gaming or for any noisy, noxious, dangerous or offensive trade, manufacture or business; Not at any time to use the leased subjects or any part thereof as a private dwellinghouse or allow any person to reside in the same. (TWELVE) SIGNS ETC: The Tenant may affix any pole, flag, advertisement, inscription or sign provided the Tenants remove same and make good any damage caused at the expiry or sooner determination of this Lease. For the avoidance of doubt, the Tenants shall be responsible for all costs, expenses and others arising in respect of this clause. (THIRTEEN) POLLUTION: Generally to prevent any polluting agent from escaping out of the leased subjects other than in such manner as the Landlords may have previously approved in writing, such approval not to be unreasonably withheld. (FOURTEEN) NOT TO DEPOSIT GOODS OR MATERIALS: Not to leave any packing cases, goods or materials overnight outside the buildings on the leased subjects and not to deposit any rubbish or refuse in any part of the leased subjects other than in such place and in such containers as, in the Landlords' reasonable opinion, may be appropriate for that purpose. (FIFTEEN) NUISANCE: Generally not to do upon or in connection with the leased subjects anything which shall be a nuisance or cause of damage to the Landlords or to any adjoining or neighbouring property or the owner or occupier thereof: Without prejudice to the foregoing generality, (i) not to keep any animal at any time in or upon the leased subjects, and (ii) not to bring upon or keep on the leased subjects any dangerous, inflammable or explosive substance except in such a quantity and manner as shall comply with all relevant statutory requirements. (SIXTEEN) UNDUE STRAIN AND OVERLOADING ELECTRICAL CIRCUITS: Not to do or bring in or upon the leased subjects anything which may put thereon any weight or impose strain in excess of that which such subjects are calculated to bear with due margin for safety. Not to overload the electrical circuits and installation in and serving the leased subjects. (SEVENTEEN) REAL BURDENS: To perform and observe all the real liens, burdens, conditions, restrictions, servitudes, agreements or others howsoever constituted affecting any part or parts of the leased subjects so far as the same remain subsisting and capable of taking effect and to free, relieve and indemnify the Landlords of, from and against all actions, costs, claims and demands which may arise or be occasioned in respect of any such real liens, burdens, conditions, restrictions, servitudes, agreements or others. (EIGHTEEN) FACILITIES TO RELET/SELL: To afford the Landlords all reasonable facilities for the purposes of selling the leased subjects and, during the last 6 months of this Lease (howsoever determined), for the purposes of letting the same, including in both cases the right to erect on the leased subjects To Let and For Sale Boards and access to the leased subjects by the Landlords or others having written authority from them. (NINETEEN) NOT TO ASSIGN OR SUB-LET: (a) Not to assign, charge, sub-let or otherwise in any way or for any purpose deal with the Tenants' interest in the whole of the leased subjects without the prior written consent of the Landlords, which consent will not be unreasonably withheld in the case of a respectable and responsible assignee of sound financial standing: (b) Not to assign, charge, sub-let or otherwise in any way or for any purpose deal with the Tenants' interest in part only of the leased subjects: (c) Not at any time to vary or agree to vary in any respect whatsoever the terms of any permitted sub-lease of the leased subjects or any part thereof. (TWENTY) TRANSMISSION OF NOTICES: To give notice forthwith to the Landlords of all notices, permissions, orders or proposals for a notice or order given or issued to the Tenants by or on behalf of any Government Department or local or public authority or statutory body under or by virtue of any statutory power, and forthwith to give to the Landlords a certified true copy of each such notice, permission, order or proposal. (TWENTY ONE) TO INDEMNIFY LANDLORDS: Save to the extent that the Landlords are covered by their insurances, to indemnify and keep indemnified the Landlords from liability in respect of any injury to or the death of any person, damage to any property, heritable or moveable, any interdict or Court action, the infringement, disturbance or destruction of any right, servitude or privilege or otherwise by reason of or arising directly or indirectly out of the repair, state of repair, condition, or any alteration to or to the use hereinbefore permitted of the leased subjects or from any failure or omission by the Tenants in the implementation and observance of the obligations on their part herein contained or referred to and from all proceedings, costs, claims and demands of whatsoever nature in respect of any such liability or alleged liability. (TWENTY TWO) TO PAY COSTS: Forthwith on demand to pay, and so free and relieve the Landlords of, all proper and reasonable Solicitors' fees, expenses and outlays incurred by the Landlords in connection with the grant of this Lease and all proper and reasonable Surveyors' and Solicitors' fees and all other proper and reasonable professional charges, expenses and outlays incurred by the Landlords in connection with or incidental to (i) any application to the Landlords for consent or approval in terms hereof, (ii) securing the performance of or compliance with any of the Tenants' obligations under this Lease, and (iii) any Schedule of Dilapidations which the Landlords may serve at or about the expiry or earlier termination of this Lease. -10- (FIFTH) LANDLORDS' OBLIGATIONS: Subject to the due and timeous implement by the Tenants of the whole obligations on their part herein contained or referred to, the Landlords bind and oblige themselves:- (ONE) To keep the leased subjects (which term, for the purposes of this Sub-clause (One) only, shall not include any plate glass or, save to the extent that the Landlords elect, by notice to the Tenants, from time to time that they shall insure the same in terms of this Sub-clause, any plant or machinery or other works installed/constructed by the Tenants) insured against loss or damage by fire and such other risks as the Landlords may select in the full reinstatement value thereof (as determined by the Landlords' Surveyors) together with such sums (related to such reinstatement value) as the Landlords may reasonably require for professional fees and together with insurance for loss of rent for three years together also with insurance against Third Party risks and Property Owners' liability for such sum or sums as the Landlords may reasonably require from time to time and that all subject to the reasonable availability of cover, as determined by the Landlords from time to time, and to the conditions and exceptions normally contained in policies for such insurance from time to time and all in name of the Landlords and such other names as the Landlords shall require in some Insurance Office of repute and through such agency as may be nominated by the Landlords: And, upon reasonable request in writing, to exhibit to the Tenants, at the Tenants' cost, a copy of every such policy of insurance (or, at the Landlords' option, a Certificate or other details of such insurance) and the receipt for the last premium.(TWO) Under the reservations, conditions and others herein contained or referred to, to warrant this Lease to the Tenants at all hands and against all mortals. (SIXTH) IRRITANCY: If the said annual rent or any part thereof shall be unpaid for 21 days after any of the days appointed for payment thereof whether the same shall have been lawfully demanded or not or if there shall be any other breach by the Tenants of any of their other obligations under this Lease or under any deed or document entered into by or on behalf of the Landlords and the Tenants with reference to this Lease or if either the Tenants shall go into liquidation or a Receiver of the Tenants shall be appointed or if the Tenants shall have an Administration Order made against them or if an application for such an Order is made or in the case of the Tenants not being a corporation if the Tenants shall become apparently insolvent or sign a -11- trust deed for their creditors then and in any such case the Tenants shall at the sole option of the Landlords forfeit all right and title under these presents and if such option of forfeiture be exercised the Lease hereby granted shall become IPSO FACTO null and void but without prejudice and reserving to the Landlords their right of action in respect of any antecedent breach of the Tenants' obligations herein contained which irritancy is hereby declared to be pactional and not penal and shall not be purgeable at the Bar: Provided that, in the case of a breach, non-observance or non-performance by the Tenants which is capable of being remedied, the Landlords shall not exercise such option of forfeiture unless and until they shall first have given written notice to the Tenants requiring the same to be remedied and the Tenants shall have failed to remedy the same within such reasonable time as the Landlords shall prescribe which in the case of any monetary payment may be a period of 14 days only. (SEVENTH) NO WARRANTY: The parties hereto agree that there is expressly excluded from the letting hereby effected any warranty, whether contained herein or otherwise implied by the Common Law, by the Landlords either (i) that the leased subjects or any part thereof are authorised for use under the Town and Country Planning (Scotland) Acts for any specific purpose or (ii) as to the suitability or fitness for purpose of the buildings and other works whether comprised within the leased subjects or otherwise. (EIGHTH) NOTICES: Any notice, consent or approval under this Lease shall be in writing. Any notice to the Tenants shall be sufficiently served if sent by Recorded Delivery Post (if the Tenants shall be a body incorporated in the United Kingdom) to their Head or Registered Office and (if the Tenants shall be a firm) to the firm and any one or more of the partners thereof at the leased subjects and (in any other case) to the Tenants at the leased subjects. Any notice sent by Recorded Delivery Post shall be deemed to have been duly served at the expiry of 3 days after the day of posting. (NINTH) INTERPRETATION: In this Lease, unless there be something in the subject or context inconsistent therewith:- (a) words importing the neuter gender only include the masculine and feminine genders; words importing the masculine gender only include the feminine gender and VICE VERSA; -12- (b) words importing the singular number only shall include the plural number and VICE VERSA; where there are two or more persons included in the expression "THE TENANTS", obligations contained in these presents which are expressed to be made by the Tenants as the case may be shall be binding jointly and severally on them and their respective executors and representatives whomsoever without the necessity of discussing them in their order; in the case where the Tenants are a firm or partnership, the obligations of the Tenants hereunder shall be binding jointly and severally on all persons who are or become partners of the firm at any time during the period of this Lease and their respective executors and representatives whomsoever as well as on the firm and its whole stock, funds, assets and estate, without the necessity of discussing them in their order, and such obligations shall subsist and remain in full force and effect notwithstanding any change or changes which may take place in the name of the firm or partnership whether by the assumption of a new partner or partners or by the retiral, bankruptcy or death of any individual partner; (c) words importing persons include corporations and VICE VERSA; (d) any reference to an Act of Parliament shall include any modification, extension or re-enactment thereof for the time being in force and shall also include all instruments, rules, orders, plans, regulations, permissions, notices and directions for the time being made, issued or given thereunder or deriving validity therefrom; (e) any reference to Value Added Tax shall include a reference to any tax or assessment which may be substituted for or replace the same and where the Tenants are taken bound to pay an amount of money, such amount shall be regarded as being exclusive of any Value Added Tax which may from time to time be legally payable thereon and the obligation on the Tenants shall extend to an obligation to pay any such Value Added Tax; and (f) where, in terms hereof, the Tenants are obliged to refrain from doing something, the relevant obligation shall include a requirement that the Tenants shall not permit or suffer the thing in question to be done by others. (TENTH) CONSENT TO REGISTRATION: The parties hereto consent to registration hereof [and of all Memoranda by or on behalf of the parties hereto] and of all determinations or decrees of any arbiter appointed hereunder for preservation and execution. -13- (ELEVENTH) CLAUSE HEADINGS: The Clause, Sub-clause and paragraph headings herein are inserted for convenience of reference and are not deemed to form part of these presents nor shall they affect the construction thereof. (TWELFTH) STAMP DUTY CERTIFICATE: The parties certify that this Lease is not a lease which gives effect to an agreement for lease as interpreted by the Inland Revenue in terms of the Guidance Note dated Thirtieth June, Nineteen hundred and ninety four referring to Section 240 of the Finance Act 1994: IN WITNESS WHEREOF /s/ A. Flynn /s/ John Fraser Robertson - ---------------------------------- ----------------------------------- Witness JFR AUSTIN FLYNN /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] - ---------------------------------- ----------------------------------- Alimport Ltd Alimport Ltd Authorized Signatory/Witness Authorized Signatory 12 Abercromby Place Edinburgh Axon Veterinary Limited ("the Company") 2/3 Dublin Mews Edinburgh EH3 6NW Dated: 25th March 1999 Dear Sirs I object to the transfer of my employment under the Transfer of Undertakings (Protection of Employment) Regulations 1981 in respect of the transfer of the business of the Company from the Company to Progress Systems Limited as nominee for Alimport Limited with effect from 26th March 1999. Yours faithfully, /s/ John Fraser Robertson JOHN FRASER ROBERTSON BY THIS POWER OF ATTORNEY given on the 25th day of March 1999 Information Support Limited Company Registration Number 2743028 a Company incorporated in England having its registered office at Garrick House, 27-32 King Street, Covent Garden, London WC2E 8JD (hereinafter called "the Company") hereby appoint Mr Paul Nagle of PO Box 1935, Halfway House, 1685 Republic of South Africa (hereinafter called "the Attorney") to be the true and lawful Attorney of the Company in any country of the world (hereinafter referred to as "any country") for and in the name of and on behalf of the Company to do or execute all or any of the acts and things hereinafter mentioned that is to say: 1. To attend to all matters in connection with the purchase and sale of investments in the name of the Company in any country and to enter into a waiver release or cancellation of the indebtedness of Axon Veterinary Limited (whether in whole or in part) to the Company. 2. To open operate and manage bank accounts in the name of the Company in any country. To represent the Company in all community matters relating to property owned by the Company in any country. 3. To transact manage negotiate and carry on and do all and every business matters and things requisite and necessary or in any manner connected with or having reference to the business and affairs of the Company in any country and for such purposes to conduct all correspondence appertaining to such business and affairs. 4. From time to time to purchase take on lease or otherwise acquire and hold all such houses offices buildings lands hereditaments chattels and effects in any country or any of them as shall be thought necessary or expedient for or in relation to any of the purposes or objects of the Company. 1 5. From time to time if and when the Attorney shall think fit to sell exchange surrender give up mortgage charge demise lease or dispose of any houses offices buildings lands or hereditaments of any tenure or any chattels or effects in any country belonging to or held by the Company for such consideration and subject to such covenants exceptions reservations and restrictions as the Attorney shall think fit and to transfer release or otherwise deal with any mortgages charges or securities whether upon real or personal property in any country to which the Company may be entitled and also to execute and enforce any powers of sale or other rights powers or remedies incident to any such mortgages charges or securities as aforesaid or otherwise to realise and obtain the benefit thereof in such manner as the Attorney shall think proper. 6. To sign alone for an unlimited amount in any country's currency cheques drawn on the Company's account at any bank in any country for the purpose of the business of the Company and endorse on behalf of the Company any cheques drafts or other negotiable instruments which the Attorney may deem necessary or proper in relation to the Company's affair. 7. To demand sue for enforce payment of and receive and give effectual receipts and discharges for all monies securities for monies debts goods chattels and personal estate of or to which the Company is now or may hereafter become possessed or entitled or which are or may become due owing payable or transferable to the Company in or by any right title ways or means howsoever from any person or persons or corporation. 8. To adjust settle compromise or submit to arbitration any accounts or debts owing to the Company without limit or claims or demands by the Company for any sum without limit or any disputes concerning any such account debt claim or demands which may hereafter arise between the Company and any person or persons in any country. 2 9. To commence prosecute enforce defend answer or oppose all actions and other legal proceedings and demands touching any of the matters aforesaid or any other matters in which the Company is or may hereafter be interested or concerned and also if thought fit to compromise refer to arbitration abandon submit to judgment or become non-suited in any such action or proceeding as aforesaid. 10. To concur in doing any of the acts and things hereinbefore mentioned in conjunction with any other person or persons interested in the premises. 11. To do execute sign enter into acknowledge perfect all such deeds agreements contracts declarations documents instruments acts and things as shall be requisite for or in relation to all or any of the purposes or matters aforesaid. 12. To delegate all or any of these powers to such person(s) under such terms as he thinks fit and to vary or revoke such delegation at any time. 13. For the better and more effectually executing the powers or authorities aforesaid or any of them to retain and employ solicitors advocates debt collecting agents or any professional advisers to advise act for or represent the Company. And it is hereby declared that: (i) The Company hereby ratifies and confirms and agrees to ratify and confirm whatsoever the Attorneys shall do or purport to do by virtue of this power of attorney including in such confirmation whatsoever shall be done between the time of revocation of this power of attorney and the time of that revocation becoming known to the said Attorney. 3 (ii) The Company hereby authorises and empowers the Attorney to acknowledge in the name and as the act and deed of the Company this power of attorney and that the seal of the Company was duly affixed hereto and to register and record the same in the proper office and/or register in any country and to procure to be done any and every other act and thing whatsoever which may be in anywise requisite or proper for authenticating and giving full effect to this power of attorney according to the law and usages in any country as fully and effectually as could the Company. (iii) This power of attorney shall in all respects be interpreted in accordance with and governed by English law. IN WITNESS whereof the Company has executed this Power of Attorney as a Deed the day and year first above written: DIRECTOR: /s/ [Illegible] DIRECTOR: /s/ A. HUGHES 4 [Letterhead] PROGRESS SYSTEMS LIMITED Premier Group House Camden Lock South Dock Road POWER OF ATTORNEY Dublin 4 Telephone 01-6670011 Facsimile 01-6670055 BY THIS POWER OF ATTORNEY made this 25th day of March 1999, PROGRESS SYSTEMS LIMITED of Premier Group House, Camden Lock, South Dock Road, Dublin 4 ("the Company") hereby appoints PAUL NAGLE of P O Box 1935, Halfway House, 1685 Republic of South Africa as the Company's Attorney for the Company in the Company's name and on the Company's behalf to do and execute all or any of the acts and things following namely:- 1. To negotiate sign seal and deliver all necessary or proper documents for the purchase of the business and assets of Axon Veterinary Limited, a company registered in Scotland (SC84461) and Xtravet Limited, a Company registered in Scotland (No SC182648) at such price and on such terms and conditions as he shall in his sole discretion decide. 2. To execute and do all other instruments acts deeds and things which he considers necessary or proper for or in connection with such acquisition including but not limited to a Consultancy Agreement between John Frazer Robertson and the Company and a Lease between John Frazer Robertson and the Company as fully and effectually in all respects as the Company could itself. 3. The Company declares that this Power of Attorney shall be irrevocable for a period of three months from the date hereof. IN WITNESS whereof the Company has hereunto affixed its seal the day and year first herein WRITTEN. PRESENT when the Common Seal of PROGRESS SYSTEMS LIMITED was affixed hereto: /s/ Mark Howell - --------------------------------- MARK HOWELL /s/ [illegible] - --------------------------------- Your ref: HEAD OFFICE P O Box 31, 42 St. Andrew Square Our Ref: 244345 Edinburgh EH2 2YE Telephone: 0131 556 8555 Date: 26 March 1999 Telex: 72230 Facsimile: 0131 317 9114 [LETTERHEAD] Progress Systems Limited Premier House Camden Lock South Dock Road Dublin Dear Sirs AXON VETERINARY LIMITED (FORMERLY BUSINESS DATA SYSTEMS LIMITED)("THE COMPANY") We refer to your acquisition from the Company of their business of the sale, supply and support of software products for veterinary practices ("the Business") and the assets of the Business as defined in the Business Sale Agreement amongst the Company, yourselves and Information Support Systems Limited dated 26 March 1999 ("the Assets"), in consideration of the sum of L270,000 inclusive of any value added tax if due. We, THE ROYAL BANK OF SCOTLAND plc, the holders of a Bond and Floating Charge granted by the above-named Company dated 13 May 1997 and registered with the Registrar of Companies on 20 May 1997 hereby confirm that as at today's date (i) we have taken no steps to appoint a liquidator or a receiver over the whole or any part of the Company's property or assets and (ii) we consent to the release of the Business and the Assets from the said Bond and Floating Charge Yours faithfully, For THE ROYAL BANK OF SCOTLAND plc /s/ Iain Brown Iain Brown Commercial Unit PLEASE QUOTE OUR REFERENCE WHEN REPLYING CREDIT DOCUMENTATION DEPARTMENT Drummond House Your ref: P O Box 1727, 1 Redheughs Avenue Edinburgh EH12 9JN Our Ref: 244368CDD/COMM/IB DX ED 551727 Telephone: Iain Brown Date: 26 March 1999 Direct: 0131 523 8142 Switchboard: 0131 556 8555 Facsimile: 0131 317 9114 [LETTERHEAD] STRICTLY PRIVATE AND CONFIDENTIAL John Robertson, Esq. 12 Abercromby Place EDINBURGH EH3 6LB Dear Mr Robertson GUARANTEE FOR L250,000 DATED 17 DECEMBER 1998 (THE "GUARANTEE") FOR THE OBLIGATIONS OF AXON VETERINARY LIMITED (FORMERLY BUSINESS DATA SYSTEMS LIMITED) COMPANY NUMBER 84461 We confirm that you are released from your liability to the Bank under the Guarantee. The Guarantee will be retained by the Bank in accordance with Clause 8.4. A copy of the Guarantee is enclosed. Yours faithfully For and on behalf of The Royal Bank of Scotland plc /s/ Iain Brown Iain Brown Manager [LETTERHEAD] BRANCH: 83 23 10 Inverness Commercial Centre ACCOUNT: BUSINESS DATA SYSTEMS LIMITED GUARANTEE by JOHN ROBERTSON to THE ROYAL BANK OF SCOTLAND PLC DATED: Ref: 225438/CCD/COMM/IB/INCM THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. IF YOU SIGN AND THE BANK IS NOT PAID YOU MAY HAVE TO PAY INSTEAD OF THE DEBTORS. THE LIMIT OF YOUR LIABILITY WILL BE AS PROVIDED IN CLAUSE 1. DEFINITIONS GUARANTORS: JOHN ROBERTSON, 12 Abercromby Place, Edinburgh EH3 6LB DEBTORS: BUSINESS DATA SYSTEMS LIMITED, Company Number 84461 BANK: The Royal Bank of Scotland plc INTEREST: Interest at the rate(s) applicable to the Obligations of each of the Debtors OBLIGATIONS: Liabilities to the Bank of any kind (whether present or future actual or contingent and whether incurred alone or jointly with another) including interest banking charges and commission EXPENSES: All expenses (on a full indemnity basis) incurred by the Bank in connection with enforcing or exercising any power under this Guarantee with Interest from the date they are incurred GUARANTEE AND INDEMNITY 1 The Guarantors in consideration of the Bank giving time or credit or banking facilities to any one or more of the Debtors 1.1 guarantee to discharge on demand all the Obligations of each of the Debtors with Interest from the date of demand and 1.2 agree that any item or amount claimed by the Bank to be included in the Obligations of any one or more of the Debtors which is not recoverable from the Guarantors under this Guarantee for any reason on the basis of a guarantee shall nevertheless be recoverable from the Guarantors as principal debtors by way of indemnity and the Guarantors agree to discharge their liability in respect of that item or amount on demand with Interest from the date of demand PROVIDED THAT the amount recoverable from the Guarantors under this Guarantee shall not exceed the aggregate of TWO HUNDRED AND FIFTY THOUSAND POUNDS STERLING (L250,000) and Interest on that sum since the date on which Interest was last compounded in the books of the Bank together with Interest on that aggregate from the date of demand and Expenses EXPENSES 2 The Guarantors agree to pay Expenses to the Bank on demand CONTINUING SECURITY 3.1 This Guarantee shall remain in force notwithstanding the death incapacity or disability of any one or more of the Guarantors and shall be a continuing security in respect of each one of the Guarantors until the expiry of one month from the date of receipt by the Bank of written notice to the Bank by that one of the Guarantors or the executors or representatives of that one of the Guarantors to discontinue this Guarantee in respect of the liability of that one of the Guarantors 3.2 Notwithstanding notice of discontinuance under Clause 3.1 3.2.1 the one of the Guarantors in respect of whose liability the notice is given shall remain liable for all the Obligations of each of the Debtors as at the date of expiry of the notice and 3.2.2 without prejudice to Clause 3.2.1 all of the Guarantors other than the one in respect of whose liability the notice is given shall continue to be liable to the Bank under this Guarantee which shall remain a continuing security in respect of each of them ARRANGEMENTS WITH DEBTORS AND OTHERS 4 The Bank may without the consent of or notice to any one or more of the Guarantors and without releasing or reducing the liability of any one or more of the Guarantors under this Guarantee to the Bank do any one or more of the following 4.1 allow to any one or more of the Debtors or of the Guarantors or any other person any time or indulgence 4.2 grant to any one or more of the Debtors any new or increased facility and increase any rate of Interest or charge 4.3 enter into renew vary or end any agreement or arrangement with or liability of any one or more of the Debtors or of the Guarantors or any other person 4.4 renew vary refrain from enforcing or release any present or future security or guarantee which the Bank holds from any one or more of the Debtors or of the Guarantors or any other person 4.5 compound with any one or more of the Debtors or of the Guarantors or any other person PRESERVATION OF LIABILITY OF GUARANTORS 5 The liability of the Guarantors to the Bank under Clause 1.1 shall not be affected 5.1 by the absence of or by any defective excessive or irregular exercise of borrowing powers of any one or more of the Debtors or 5.2 by anything which would not have released or reduced the liability of the Guarantors to the Bank had the Guarantors been principal debtors of the Bank instead of guarantors PRESERVATION OF BANK'S CLAIMS 6 Until all claims of the Bank in respect of all the Obligations of each of the Debtors have been discharged in full 6.1 none of the Guarantors shall be entitled to participate in any security held by the Bank or money received by the Bank in respect of the Obligations of any one or more of the Debtors 6.2 none of the Guarantors shall in competition with or in priority to the Bank make any claim against any one or more of the Debtors or any co-guarantor or their respective estates or make any claim in the bankruptcy liquidation or other insolvency of any one or more of the Debtors or any co-guarantor or take or enforce any security from or against any one or more of the Debtors or co-guarantor and 6.3 any security taken by any one or more of the Guarantors from any one or more of the Debtors or any co-guarantor shall be held in trust for the Bank as security for the liability of the Guarantors to the Bank under this Guarantee APPROPRIATION 7.1 Subject to Clause 7.2 the Bank may appropriate all payments received in respect of the Obligations of any one or more of the Debtors in reduction of any part of the Obligations of such one or more of the Debtors in respect of whose Obligations the payments are received or Interest or Expenses as the Bank decides 7.2 After this Guarantee has been discontinued in respect of the liability of any one or more of the Guarantors or the Bank has demanded payment from any one or more of the Guarantors the Bank may open a new account or account for any one or more of the Debtors and whether or not the Bank opens any such account no payment received by the Bank for the account of any one or more of the Debtors after such discontinuance or demand shall (if followed by any payment out of or debit to any account of any one or more of the Debtors) be appropriated towards or have the effect of discharging any part of the Obligations outstanding at the time of such discontinuance or demand of such one or more of the Debtors for whose account the payment is received 7.3 The Bank may place to the credit of a suspense account for so long as it considers desirable any money received under this Guarantee without any obligation to apply it towards discharge of the Obligations of any one or more of the Debtors PRESERVATION OF BANK'S RIGHTS 8.1 This Guarantee is in addition to any other guarantee or security present or future held by the Bank in respect of the Obligations of any one or more of the Debtors and shall not prejudice merge with or otherwise affect such other guarantee or security or any contractual or legal rights of the Bank 8.2 This Guarantee shall not be affected and the liability of none of the Guarantors under this Guarantee shall be released or reduced by any other guarantee or security held by the Bank or any intended guarantee or security in respect of the Obligations of any one or more of the Debtors being void or unenforceable or not completed or perfected 8.3 The Guarantors shall remain liable under this Guarantee notwithstanding any settlement between the Bank and any one or more of the Guarantors or any release given by the Bank to any one or more of the Guarantors until any security given or payment made to the Bank by any one or more of the Debtors or any other person cannot be avoided or reduced under the law relating to bankruptcy liquidation or other insolvency from time to time in force and the Bank shall be entitled to retain any security held by it for the liability of any one or more of the Guarantors until it is satisfied that it will not have to make any repayment under such law 8.4 This Guarantee is and will remain the property of the Bank notwithstanding any release or settlement of the liability of any one or more of the Guarantors to the Bank 8.5 None of the Guarantors shall claim or exercise any set-off counterclaim or similar right in respect of any payment due from that one of the Guarantors to the Bank under this Guarantee LIEN AND SET-OFF 9.1 The Bank shall have a lien on all property of any one or more of the Guarantors held by the Bank whether for safe custody or otherwise 9.2 The Bank may without notice (both before and after demand) retain set-off or appropriate any deposit or credit balance (whether or not due) on any account of any one or more of the Guarantors with the Bank in discharge of the whole or any part of the liability of the account holder under this Guarantee (whether such deposit or credit balance is in sterling or in any other currency) RESTRICTION ON DEPOSITS OF GUARANTORS 10 Notwithstanding any term to the contrary in relation to any deposit or credit balance on any account of any one or more of the Guarantors with the Bank no such deposit or credit balance shall be repayable until all the liability of the account holder to the Bank under this Guarantee has been discharged CERTIFICATE OF OBLIGATIONS OF DEBTORS 11 A certificate signed by an official or manager of the Bank as to the amount of the Obligations of any one or more of the Debtors or the amount due from any one or more of the Guarantors under this Guarantee shall be conclusive evidence save in the case of manifest error or on any question of law FURTHER CONTINGENT OBLIGATIONS 12 The Guarantors acknowledge and accept that the definition of Obligations is such that if any one or more of the Debtors gives to the Bank a guarantee of all or any of the Obligations of any other person then the Guarantors may be called upon under the terms of this Guarantee to meet the liability of such one or more of the Debtors under that guarantee NOTICES 13.1 Without prejudice to any other competent means of giving or making any notice or demand any notice or demand shall be effectively given to or made on any one of the Guarantors if the same is sent by post or telex or facsimile transmission or delivered to the address given above for or the address last known to the Bank of such one of the Guarantors or if the same is served personally on such one of the Guarantors 13.2 A notice or demand by the Bank by post shall be deemed served on the day after posting 13.3 A notice or demand by the Bank by telex or facsimile transmission shall be deemed served at the time of sending GOVERNING LAW 14 This Guarantee shall be governed by and construed in accordance with the law of Scotland INTERPRETATION 15.1 Subject to Clause 15.3 if only one person is included in the definition of Debtors then any expression which includes the word Debtors shall be deemed to refer to such person only and this Guarantee shall be construed and given effect to accordingly 15.2 If more than one person is included in the definition of Debtors then 15.2.1 this Guarantee shall confer on the Bank all the rights which it would have had if the Guarantors had granted a separate guarantee in respect of each person included in the definition of Debtors in the terms mutatis mutandis of this Guarantee (but subject to the proviso to Clause 1.2) and 15.2.2 the Bank may release the Guarantors from this Guarantee in respect of any one or more of the persons included in the definition of Debtors and no such release shall have the effect of releasing or reducing the liability of the Guarantors under this Guarantee or discontinuing this Guarantee in relation to the remainder of such persons 15.3 If any person included in the definition of Debtors is a firm then (notwithstanding Clause 15.1 but subject to the proviso to Clause 1.2 and subject to Clause 3) 15.3.1 each and every firm which at any time hereafter shall carry on all or any part of any trade business or other activity which now is or shall at any time or from time to time hereafter be carried on by such firm (each firm referred to in this Clause 15.3 being a "Relevant Firm") or by any other Relevant Firm shall also be deemed to be included in the definition of Debtors 15.3.3 the liability of the Guarantors under this Guarantee shall continue despite any change in the name or constitution of any Relevant Firm or any person being assumed or ceasing to be a partner of any Relevant Firm or the dissolution of any Relevant Firm and the Obligations in respect of which the Guarantors have a liability to the Bank under this Guarantee shall include all Obligations of each Relevant Firm which come into existence after any such change assumption cessation or dissolution 15.4 If only one person is included in the definition of Guarantors then 15.4.1 any expression (including the expressions in the attestation clause) which includes the word Guarantors shall be deemed to refer to such person only and 15.4.2 Clause 3.2.2 shall not apply and this Guarantee shall be construed and given effect to accordingly 15.5 If two or more persons are included in the definition of Guarantors then 15.5.1 the liability of such persons under this Guarantee shall be joint and several and 15.5.2 the liability of the other or others of them to the Bank shall not be released or reduced by reason of this Guarantee not being or ceasing to be binding upon or valid or enforceable against any one or more of them whether or not by agreement with the Bank 15.6 The expression "Bank" where the context admits includes its successors and assignees and the expression "Guarantors" where the context admits includes the executors or representatives of the Guarantors and the expression "person" where the context admits includes an individual company other body corporate firm partnership trust association organisation or other entity (in each case whether or not having separate legal personality) 15.7 Interest will be calculated both before and after decree or judgment on a daily basis and compounded quarterly on such days as the Bank may select 15.8 if any of the provisions of this Guarantee or the application thereof to any person or circumstance shall to any extent be or become invalid or unenforceable under the law of any applicable jurisdiction 15.8.1 the validity and enforceability of the remaining provisions of this Guarantee and of the application of that provision to any other person or circumstance and 15.8.2 the validity and enforceability of that provision and of its application to that person or circumstance under the law of any other jurisdiction shall not in any way be affected or impaired thereby and each of the provisions of this Guarantee shall be valid and enforceable to the fullest extent permitted by law In witness whereof this Guarantee has been duly executed as follows Signed by JOHN ROBERTSON at --------------------------------- on the day of ---- ------------------ Nineteen Hundred and ---------------- in the presence of: Witness' Signature -------------------- Witness' name in full ------------------- Address ------------------------------ - -------------------------------------- Occupation -------------------------- I confirm that I am a Solicitor and that prior to the execution of this deed I explained the nature content and effect of this deed to John Robertson who informed me that he/she fully understood the same. Signature ------------------------- Name ------------------------------ Firm ------------------------------ Address ---------------------------- /s/ John Robertson ---------------------------- MULLACOTT VETERINARY HOSPITAL May-1720 Bickenbridge Farm Ilfracombe Devon EX34 8NZ 3.2V5.0.2 53 Mullacotta (Norman) A -A Devon EX31 2DB 3.2V5.0.5 MUNNINGS MITCHELL & PEPLOW Dec-1098 Seymour Cottage Bridgetown TOTNES Devon TQ9 5BT *2.3.4 35 MUNNINGS MITCHELL & PEPLOW Mar-560 115 Preston Down Road PAIGNTON Devon TQ3 1DS *2.3.4 M HENDERSON MRCVS Sep-770 144 Penrock Street GRAVESEND Kent DA12 1EY 3.2V5.0.2 3 NANTWICH VETERINARY GROUP Mar-C Master 4 Tower House Maer Lane Market Drayton Shropshire TF9 3TT 2.3.4 3 NANTWICH VETERINARY GROUP Mar-53 NANTWICH VET HOSPITAL CREWE ROAD END CHESHIRE CW5 5SF 3.2V5.0.4 3 NEW STREET VETERINARY CENTRE Mar-1107 62 New Street HONITON Devon EX14 8BZ 3.2V5.0.4 35 NEWNHAM COURT VET GROUP *Feb-1645 Bearsted Road Weavering Maidstone Kent ME14 5EL 3.2V5.0.0 5 NORTHLANDS VET HOSPITAL Jan-1392 2 Northampton Road Kettering Northents NN15 7JU 3.2V5.0.2 3 NORWOOD VETERINARY GROUP Jul-1396 28 Norwood Beverly East Yorkshir HU17 9HB 3.2V5.0.5 3 NORWOOD VETERINARY GROUP Jul-900 GABLES VETERINARY CENT FIRST LANE HESSLE EAST YORK HU13 9HD 3.2V5.0.0 3 OAK VETERINARY GROUP Dec-1603 Prendergast Place Farm Prendergast Haverford Dyfed SA61 2PL 2.3.4 53 OAK VETERINARY GROUP Dec-CM Clarbeaton Road Branch Clarbeston Road Dyfed SA63 4UH 2.3.4 53 Oakbeck Vet Clinic Oakbeck Way Skipton Road Harrogate Nor HG1 3HU 2.3.4 DB OAKHILL VETERINARY GROUP Apr-1155 Oak Hill Vet Centre Lake Road WINDERMER Cumbria 3.2V5.0.4 5 OAKHILL VETERINARY GROUP Apr-C Master 1 Church Street Ambleside Cumbria LA22 0BU 3.2V5.0.4 3 OAKLANDS VETERINARY CENTRE Jan-1271 High Leven Yarm Cleveland TS15 9JT 2.3.4 53 OAKSFORD & BIRCH Jul-744 37 GRASS ROYAL YEOVIL SOMERSET BA21 Nov. 3.12 GT OAKSFORD & BIRCH Jul-C M THE EXCHANGE YETMINSTER SHERB DORSET DT9 6LF GT OAKWOOD VETERINARY CLINIC Jan-1210 321 Junction Road Burgess Hill West Sussex RH15 0PY 3.2V5.0.0 O'GORMAN SLATER & MAIN *Nil Grove Cottage Oxford Road NEWBURY B RG13 2SB 2.3.4 5 OLD Hart (BOS) * Browning Drive BICESTER Oxon OX6 8XL OLD POUND VETERINARY CENTRE Dec-39 Much Wenlock Shropshire TF13 6AH 3.2V5.0.4 53 OLD POUND VETERINARY CENTRE May-438 Bradley Road Donnington Wood Talford Shrop TF2 7PY 3.2V5.0.0 3 OLD POUND VETERINARY CENTRE Dec-C Master 44 Park Street Madeley Shropshire TF7 6LD 3.2V5.0.4 OLD POUND VETERINARY CENTRE Dec-C Master 7 Bridgenorth Road Broseley Shropshire TF12 3.2V5.0.4 OLDSTONE VETERINARY CLINIC Nov-788 3 Springmount Road Clough Bellymena Co Antrim BT 9RF 3.2V5.0.4 OLIVER MAINLAND VET CENTRE Mar-1111 2 Aberconway Road Prestatyn Clwyd LL19 9HH 3.2V5.0.4 3 OLIVER MAINLAND VET CENTRE Jun-768 23 Brynford Street HOLYWELL Clwyd CH8 7RD 3.2V5.0.0 3 ONLY INTERNAL *Nil Holds Old Sheet 1 Guides Etc. -. FX0 ORCHARD VETERINARY CENTRE Aug-1011 Church Street Oldbury WARLEY West Midland B69 3AF 3.2V5.0.2 5 ORCHARD VETERINARY CENTRE Oct-396 Home Farm Northfield Rd. Harborne West Midland B17 0TD 3.2V5.0.2 3 ORCHARD VETERINARY CENTRE May-779 105 PERRY ROAD NOTTINGHAM NG5 3AL Nov 3.11 GT ORCHARD VETERINARY GROUP Jan-1400 The Veterinary Surgery Wirral Park Road Glastonbury BA6 9XE 3.2V5.0.0 5 ORWELL VETERINARY GROUP June-727 58 Berners Street IPSWICH Suffolk IP1 3LU 3.2V5.0.2 3 ORWELL VETERINARY GROUP Nov-620 Ropes Drive Kesgrave IPSWICH Suffolk IP5 6TH 3.2V5.0.0 3
Overdale Centre New Market Street Buxton Derbyshire SK17 6LP 3.2V5.0.5 DB OWEN PINNEY MRCVS Aug-1121 34 Studley Road LUTON Bedfordshire LU3 1BD 3.2V5.0.2 53 OSCOTT-DUNN MRCVS Jan-737 STRAIGHT MILE FARM CARTERS HILL BILLI WOKINGHAM RG40 5R2 Nov 3.12 GT OSTEVENS ESQ *Nil The Veterinary Surgery 38 Couching Street Wallington Ox OX9 5QQ 2.3.4 53 PALMERSTON VETERINARY GROUP Feb-1755 93 Palmerston Road Buckhurst Hill Essex IG9 5NH 3.2V5.0.0 3 PARK HALL VETERINARY CLINIC Mar-1251 Park Hall Stables MANSFIELD WOODH Notts NG19 8QX 3.2V5.0.4 3 Park Vet, Practice 60 Bushy Road Raynes Park London Sw20 0Jq 3.2V5.0.4 DB PARK VETERINARY CENTRE Oct-850 9 Langley Close West Derby Liverpool L12 0NB Vet5000 3 PARK VETERINARY GROUP May-600 162 Dominion Rd Glenfield Leicester LE3 8JT 3.2V5.0.4 Park Veterinary Practice 2 Grand Drive Raynes Park London SW20 0JT 3.2V2.0 DB PARK VIEW VET. HOSPITAL Sep-1126 256 Lincoln Road North Hykeham Lincolnshire LN6 8NH 3.2V4.2 3 PARKSIDE VETERINARY GROUP Apr-25 61 Constitution Road Dundee Angus DD1 7LA 2.3.4 5 PARKSIDE VETERINARY GROUP Jan-660 58 Dalhouele Road Barnhill DUNDEE DD6 2VB 3.2V5.0.2 3 PARKSIDE VETERINARY GROUP Apr-C Master 12 Lawrence Street Broughty Ferry Dundee Ang DD5 1ET 3.2V5.0.0 3 PARKWOOD VET. GROUP *Nil 62 Hensington Road Woodstock Oxford OX20 1JL Dos Lev 1 53 PEACE WINDRIDGE & SMITH No Cover VETERINARY HEALTH CENT EDWARD STREET N WARWICKSH CV11 5RP Nov 8.11 GT PEASBROOK EQUINE CLINIC Jan-482 LITTLE BUCKLAND BROADWAY WORCESTE WR12 7JH Win 95 GT PEEL VETERINARY GROUP Jan-691 279 WILLERBY ROAD HULL NORTH HUM HU5 5HP Nov 3.12 VV PEEL VETERINARY GROUP Jan-461 5 RAILWAY STREET HORNSEA NORTH HUM HU18 1PS Win 3.11 VV Penbode Vet Group North Road Holsworthy Devon EX22 8AZ 3.2V5.0.2 DB Penbode Vet Group Horizon View Hillhead Stratton Com EX23 9AB 2.3.4 DB Penbode Vet Group Ashleigh House Bradworthy Holsworthy D EX22 7SZ 2.3.4 DB PENMELLYN VETERINARY GROUP *Aug-635 St Columb Major Cornwall TR9 6AX 2.3.2 6 PENNARD VETERINARY GROUP Jan-55 Pennard House 6 Eardlay Road Sevenoaks K TN13 1XY 3.2V5.0.2 3 PENNARD VETERINARY GROUP Jan-C Master 36 Western Road BOROUGH GREEN Kent TN15 8AG *3.2V4.2 53 PENNARD VETERINARY GROUP Jan-C Master Mid Kent SC Castle Road Allington Maidstone Kent ME16 0PU *2.3.2 5 PENNARD VETERINARY GROUP Oct-375 EATON VETERINARY HOSP 31 LONDON ROAD T KENT TN10 3AB 3.2V5.0.4 Penrose & Partners Vet Surgeons 70 Brinkley Lane Colchester CO4 4XE 2.3.4 DB Penrose & Partners Apr-394 Paelers End Stratford St Mary Essex CO7 6LA 2.3.4 DB PENSTONE VETERINARY GROUP Jun-864 26 London Road Slough Berkshire SL3 7HG 3.2V5.0.4 3 PENSTONE VETERINARY GROUP Jun-C Master 9 The Bishop Centre Taplow Berkshire SL6 0NY 3.2V5.0.4 3 PETCHEY & DUNN *Nil The Mews Preseland Crosby Merseyside L23 5TE Dos Lev 1 3 Pierce & Pierce Vet Surgeons Apr-240 132 Station Road Balsall Common West Midland CV7 7FF Xenix DB PIERSON STEWART & PARTNERS Apr-1389 BROOKSDEN High Street Cranbrook Kent TN17 3DT 3.2V5.0.2 3 PIERSON STEWART & PARTNERS Apr-420 Roland Cottage Stn. Road HEADCORN Ashford Kent TN26 9SB 3.2V5.0.2 PIERSON STEWART & PARTNERS Apr-420 South Lodge Church Green MARDEN Tonbridge Kent TN12 9HS 3.2V5.0.4 PIERSON STEWART & PARTNERS Apr-420 31 High Street STAPLEHURST Tonbr Kent TN12 0AD 3.2V5.0.2 PIERSON STEWART & PARTNERS Apr-420 4 Coombe Ho. Coombe Lane TENTERDEN Kent TN30 6HD 3.2V5.0.2
PILGRIM VETERINARY SURGERY Mar-1304 Fyden Street Boston Links Lincolnshire P21 8?? 2?? ? POLESBURN VETERINARY CENTRE *May-Nil Methlick Ellon Aberdeenshir AB41 0DU Dos 3 Polslow Veterinary Clinic Oct-880 25 Park Road Mount Pleasant Exeter EX1 2HS *2.3.4 3 PORTISHEAD VET CENTRE Aug-1155 32 West Hill Portishead North Somers BS20 9LN 3.2V5.0.0 3 PRINCESS AVENUE VET CENTRE May-1780 Princess Avenue Clitheroe Lancashire BB7 2AL 3.2V5.0.0 3 PRINCESS AVENUE VET CENTRE May-C Master Princes Avenue Padiham Lancashire B 2AL 3.2V5.0.0 3 PRINCESS AVENUE VET CENTRE May-C Master 307 Union Road Oswaldtwistle Lancashire BB5 3HS 3.2V5.0.0 3 PRIORY LODGE VETERINARY GROUP Feb-660 31 Pembury Road Tonbridge Kent TN9 1BN Win PRIORY VETERINARY GROUP May-1874 58 Purewell CHRISTCHURCH Dorset BH23 1EN 3.2V4.2 35 PRIORY VETERINARY GROUP May-C Master 301 Lymington Road Highcliffe Dorset BH23 5EB 3.2V4.2 35 PRIORY VETERINARY GROUP May-C Master Ringwood Road Bransgore Dorset BH23 8AA 3.2V4.2 35 PRIORY VETERINARY GROUP Aug-818 17 MARKET PLACE BRIDLINGTON HUMBERSIO YO16 4QJ Nov 4.1 GT PRIORY VETERINARY GROUP Aug-C M SPENCER CENTRE WEST GATE DRIFFIE HUMBERSIO Y025 7TJ Nov 3.12 GT Prospect House Vet Clinic 110 Abergele Road Colwyn Bay Clwyd LL29 7PS *2.3.4 DB Prospect Vet Centre 1 Wakefield Road Sowerby Bridge West Yorkshir HX6 2AP 2.3.4 DB PROVOST VETERINARY GROUP Apr-944 Redriggs Ceres CUPAR Fife KY15 5LZ 3.2V5.0.4 53 PROVOST VETERINARY GROUP Aug-300 30 HIGH STREET NEWPORT-ON-TAY FIFE DD6 8AD 3.2V5.0.4 PROVOST VETERINARY GROUP Aug-375 47 SOUTH STREET ST ANDREWS FIFE KY16 9QR 3.2V5.0.4 PURTON VETERINARY SURGERY *Nil 77 High Street Purton Wilts 2.3.4 5 R GIBBONS MRCVS *Nil 4 Church Street MISTERTON Doncaster DN10 4AH Dos 5 R JENKINS MRCVS Jan-1068 420-422 Colne Road BURNLEY Lancashire BB10 1EL 3.2V5.0.4 53 R LEADSOM & PARKER May-1381 309 Liverpool Road Birkdale Southport Merseyside PR8 3DE 3.2V5.0.5 53 R LEADSOM & PARKER May-CM 6A Preston New Road Churchtown Southport Merseyside PR9 8PB 3.2V5.0.5 53 RA CRAWFORD MRCVS Oct-446 22 RAPLOCH STREET LARKHALL STRATHC SCOTLAND ML9 1AE Dos 7 GT RAE BEAN & PARTNERS Feb-700 Veterinary Surgeons New Row BOROUGH North Yorks YO5 9AX 3.2V5.0.4 3 RASE VETERINARY CENTRE Nov-740 Gallamore Lane MARKET RASEN Lincolnshire LN8 3RX Dos 5 RASE Butler Vet Surgeon 73 Reddish Lane Gorton Manchester M18 7JH Xenix DB REED BROWN & CAMERON Mar-1000 Braehead Stables St Boswells Roxburghshir TD6 0AZ 3.2V5.0.4 3 REEVES & PARTNERS Dec-1733 KINFAUNS VET CENTRE THE STREET LT CLA CLACKTON CO16 9LG 3.2V5.0.2 3 REEVES & PARTNERS Dec-C Master Branch Surgery Dovercourt Essex CO12 4QZ 3.2V5.0.2 3 RENTON SWAN & PARTNERS Nov-1456 67-69 Westend Tweedmouth BERWICK TD15 1HE 3.2V5.0.2 3 RICHARD AVERY ESQ *Nil 17 Brunswick Street EDINBURGH Lothian EH7 5JB RICHARD OWEN MRCVS Aug-595 MERLLYN WAEN ST ASAPH CLWYD LL17 0AL Dos 7 GT Ridgway Referrals 47 The Ridgway Filtwick Bedford Bedf MK45 1DJ DB Ridgway Vet Centre Apr-900 47 The Ridgway Filtwick Bedford Bedf MK45 1DJ 3.2V5.0.2 DB Ridgway Vet Centre 60 St John's Street Bedford Bedfordshire MK42 8ES Xenix DB Riverside Vet Centre Beaufort Ebb[ILLEGIBLE] Vale Gwent Wales NP3 5RB DB Riverside Vet Centre 60 Brecon Road Abergavenny Gwent South NP7 7RB 3.2V5.0.2 DB
RIVERSIDE VETERINARY SURGERY** Scolter Rd Bishopstoke Eastleigh Hampshire SO5 8AJ Old Demo ??SON VET HOSPITAL *Nov-600 Laurencekirk Business Pk Aberdeen Road Laurencekirk AB30 1EY 2.2.3 5 ?GERS MARTIN *Nil 23 Lime Street Evesham Hersford & Worc Dos 5 ?GERS BROCK & BARKER Dec C Master Portable Computer - - Staffs Dos 3 ?GERS BROCK & BARKER Dec-39 1 Watt Place CHEADLE Stoke on Tren Staffs 3.2V5.0.0 3 ?GERS BROCK & BARKER Dec-C Master 41 Trentham Road LONGTON Stoke on Tren Staffs 3.2V5.0.5 5 ?GERS BROCK & BARKER Dec-C Master 227 [ILLEGIBLE] Road Blyth Bridge Stoke on Tren ST11 9JR 3.2V5.0.5 ?GERS BROCK & BARKER May? 1373 LEEK ROAD ABBEY HULTON STOKE-ON-T ST2 8BW 3.2V5.0.6 ?KER PARK VETERINARY CENTRE Apr-1620 35 Roker Park Road Sunderland SR6 9PL 3.2V5.0.2 35 ?KER PARK VETERINARY CENTRE Apr-C Master 43 Gregson Terrace Seaham Sunderland - 3.2V5.0.4 53 ?SE COTTAGE VET CENTRE Jun-1811 Chester Road Sutton Weaver RUNC Cheshire WA7 3EQ 3.2V5.0.2 3 ?emary Avenue Vet Surgery Rosemary Avenue Enfield Middlesex EN2 0SP 2.3.4 DB ?SSDALE & PARTNERS MsRCVS Mar-714 BEAUFORT COTTAGE STAB HIGH STREET NEWM SUFFOLK CB8 Nov 3.12 GT ?MFORD BOND & BALDWIN *Apr 21 Gestridge Road Kingsteignton Newton Abbot DevonTQ12 Dos 5 ?EEVE MRCVS *Nil 113 Church Street Matlock Derbyshire DE4 3BZ 2.3.4 5 ?JONES May-1002 142 Church Road Haydock MERSEYSID WA11 0LA 2.3.4 5 ?ADOWN VETERINARY GROUP Sep-842 SEADOWN VETERINARY HO FROST LANE HYTHE SOUTHAMPTON Nov 5.00 GT ?ADOWN VETERINARY GROUP Sep-CM NEW COURT NEW STREET LYMINGTON HAMPSHIRE SO41 GT ?ADOWN VETERINARY GROUP Sep-CM 64 SALISBURY ROAD TOTTON HAMPSHIRE SO4 GT ?NLAC VETERINARY CENTRE Mar-1040 Mount Street Battle East Sussex TN33 0EG 3.2V5.0.4 53 ?NLAC VETERINARY CENTRE Nov-647 High Street Robertsbridge East Sussex TN32 5AN 3.2V5.0.4 ?AW & MANNING Jun-1380 Hillcrest 332 Eaves Lane Chorley Lanc PR6 0DX 3.2V5.0.2 3 ?AW & MANNING Jun-C Master Hillcrest 332 Eaves Lane Chorley Lanc PR6 0DX Dos HF 3 ?AW VETERINARY CENTRE Oct-596 [ILLEGIBLE] West Swindon Wiltshire SN5 9PY 2.3.4 5 ?EARER & MCGREGOR Aug-945 127 Cadzow Street HAMILTON Strathclyde ML3 8JA 3.2V5.0.4 3 ?EARER & MCGREGOR Aug-CM 28 Commercial Street Strathaven ML10 6LX 3.2V5.0.4 ?EPHERD HERD & PARTNERS Aug-584 THE BEECHES HOEL WST P LITCHARD CROSS B MID GLAMO CF31 1PA Nov 3.12 GT ?EPTON VETERINARY GROUP Apr-1638 Allyn Saxon Drive SHEPTON MALLET Somerset BA4 5QH 3.2V5.0.4 3 ?RUBBERY VETERINARY CENTRE 85 Perry Street Gravesend Kent DA11 8RD Xenix DB ?OCUP VETERINARY CENTRE Aug-864 17 STATION ROAD SIDCUP KENT DA15 7EN 3.2V5.0.0 3 ?LVERDALE VETERINARY SURGERYOct-480 21 Boston Road HOLBEACH Lincs PE12 7LR 3.2V5.0.2 5 ?MON MEYER & ASSOCIATES Sep-1500 94 DAWES ROAD FULHAM LONDON SW6 7EJ 3.2V5.0.4 0 ?MON MEYER & ASSOCIATES Nov-594 122 GLENTHORNE ROAD HAMMERSMITH LONDON W6 0LP PowerLan GT ?MS & PARTNERS *Aug-517 16 West Road Congleton Cheshire CW12 4ER Dos Lev II 3 ?NCLAIR & WIGHT Jun-660 Skeidale Vet. Centre York Road Thirsk N. Yorks YO7 3BT Vet4000 SMITH & CLARE VET SURGERY Nov-735 Fairwater Veterinary Cln Fairwater Cwmbran MP44 4TA 3.2V5.0.4 3 SMITH & CLARE VETERINARY SURGMar-824 71 The Highway New Inn Pontypool South Wales NP4 0PN 3.2V5.0.4 3 SMITH RYDER DAVIES May-1381 18 GRUNDISBOROUGH ROA WOODBRIDGE SUFFOLK IP12 Nov 3.2 GT
SMITH RYDER DAVIES May-CM 83 QUEENS ROAD FELIXSTOWE SUFFOLK IP 11 Nov 3.2 GT SMITH RYDER DAVIES Aug-631 412 WOODBRIDGE ROAD IPSWICH SUFFOLK IP4 Nov 3.12 GT SOLVAY DUPHAR LTD Apr-179 5 FERRYSIDE LANE SOUTHPORT MERSEYSIDE GT SOMERVILLE VET SURGERY *Nil NORTH STREET CAERWYS MOLD CLWYD GT SOUTHHILL VETERINARY GROUP *Jul-421 THE VETERINARY SURGER BALSAM FIELDS WIN SOMERSET BA9 9HE Dos 7 GT Spinney Lodge Vet Hospital 491 Kettering Road Northampton Northamptons NN3 6QW 3.2V5.0.4 DB Spinney Lodge Vet Hospital The Abbey Centre Overslade Close East Hunsbur NN4 0RZ DB SPITTLEHOUSE VET *Jan-461 24 NOSTELL PLACE STOOPS LANE BASSCARR DONCASTER VV ST BRIDGETS VET CENTRE *Jun-661 St Bridgets Lane Egremont Cumbria CA22 2BB Dos 5 ST CLAIR VETERINARY GROUP Aug-1082 2 Pottary Street Kirkcaidy Fife KY1 3ET 3.2V5.0.0 3 ST CLAIR VETERINARY GROUP Aug-328 8 Scone Place Durie Street LEVEN KY8 4HB 3.2V5.0.4 5 ST FRANCIS ANIMAL CLINIC Oct-560 49 St Thomas Road Spalding Linca PE11 2XT 3.2V5.0.5 ST FRANCIS VETERINARY SURGERY Mar-650 40 NORFOLK SQUARE BRIGHTON EAST SUSSEX 3.2V5.0.5 ST GEORGE'S VETERINARY CLINIC Jul-835 8 St George's Parade WOLVERHAMPTON W Midlands WV2 18D 2.3.4 5 ST MARY'S VETERINARY CLINIC Apr-655 300 RINGWOOD ROAD FERNDOWN DORSET BH22 9AS Nov 3.12 GT STANLEY HOUSE VET SURGEONS Mar-1755 20 Albert Road Colne Lancs BB8 0AA 3.2V5.0.4 3 STAPLOE VETERINARY PRACTICE Jul-1375 48 Fordham Road Soham Cambridgeshl C87 54H 3.2V4.2 3 STAR REFRIGERATION *Nil Thomlebank Ind Estate GLASGOW G46 8JW STATION VETERINARY SURGERY *Oct-395 West Langland St. Kilmarnock Ayrshire Dos 5 STEVENS DONE Jan-1382 7 STATION ROAD ST IVES HUNTINGDON CAMBRIDGE PE17 48H VV STEVENSON LARWOOD & KENNEDY Aug-1155 The Duke of Wellington 7 Wellington Road DEREHAM Norfolk 3.2V5.0.4 53 STEWART (TRAINER) (TRAIN1) * Q -Q - NN7 4EL OSR Desk 3 STIKLEPATH VETERINARY CLINIC May-C Master Bickington Road Barnstaple Devon EX31 2DB 3.2V5.0.2 53 STOCKBRIDGE HEALTH CENTRE *Nil 1 India Place EDINBURGH EH3 6EH 3.2V4.0 3 STONE LANE VET HOSTPITAL Jun-668 Stone Lane MELDRETH Hertfordshire SG8 6NZ Dos 3 STONEHENGE PET PRACTICE LTD Feb-973 LARKHILL ROAD DURRINGTON SALIS WILTSHIRE SP4 8DP Nov 3.12 GT STONEHENGE PET PRACTICE LTD Feb-CM THE NEIGHBORHOOD CEN BISHOPDOWN FARM SYCAMORE SALISBURY GT STONEHENGE PET PRACTICE LTD See Card 558 DO NOT DELETE - NEED FOR CONTRACTS WILTSHIRE SP1 GT STOUR VALLEY VET CENTRE Nov-595 17 Fordwich Road STURRY KENT CT2 OBW Vet4000 STRAID VETERINARY HOSPITAL Jun-1071 Station Road Beaconsfield Bucks HP9 1LH 3.2V5.0.0 32 STRAMONGATE VETERINARY CENTRE Nov-550 52 STRAMONGATE KENDAL CUMBRIA L19 48D 3.2V5.0.4 STRATHMORE VETERINARY CLINIC June-938 London Road Andover Hampshire SP10 2PH 3.2V5.0.2 SUMMER LANE VETERINARY CENTRE Oct-780 DD Summer Lane North Worle WEST SUPER MA Avon BS22 08E Vet4000 SWN-Y-MOR *Jan-691 SUMMER VILLA PENMAENMAWR RO LLANFAIRFE GWYNEDD VV SYSTEMS BUSINESS * 273 Dublin Mews Edinburgh Lothian EH3 6NW 3.2V5.0.4 DB Taverham Vet. Surgery Apr-696 258 Fakeham Road Taverham Norwich Norfo NR8 6QW 3.2V5.0.5 DB TEMPLE END VETERINARY SURGERY *Oct-528 43 Temple End HIGH WYCOMBE Bucks HP13 5DN Vet4000 TEMPLE END VETERINARY SURGERY *May-400 31 Heath End Road Flackwell Heath Bucks 3.2V5.0.4
TERN VETERINARY GROUP Dec-1200 25 Stafford Street Market Drayton Shropshire TF9 1HX 3.2V5.0.0 3 THAMESWOOD VETERINARY CLINIC Oct-886 62-64 Purton Road SWINDON Willshire SN2 2LZ 3.2V5.0.2 3 THE ANIMAL HEALTH CENTRE Feb-816 2 REDCAR ROAD GUISBOROUGH CLEVELAND TS14 6DB Nov 3.12 GT THE ANIMAL HEALTH CENTRE Sep-840 PARKWAY CENTRE COULBY NEWHAM MIDDLESBR TS8 OTJ Nov 3.2 GT THE ARCHWAY VET SURGERY *Jan-691 DRAGON STREET PETERSFIELD HAMPSHIRE GU31 4JJ VV THE ARK VETERINARY PRACTICE *Jan-482 345 BIRMINGHAM ROAD STRATFORD UPON A WARWICKSH CV37 ORE Dos ? GT The Childrens Hospital Ladywood Middleway Ladywood Birmingham B16 8ET ???? DB THE CROFTS VETERINARY CENTRE Jan-826 2 Park Road Brechin Angus DD9 3.2V5.0.5 5 THE DALES VETERINARY CENTRE Apr-1045 9 Courthouse Street Otley West Yorkshire LS21 3AN 3.2V5.0.4 3 The Defence Animal Centre Mar-998 Elmhurst Avenue Melton Mowbray Leicestershire LE13 OSL 3.2V DB The George Veterinary Hosp High Street Malmesbury Wiltshire SN16 OAU DB The Globe Vet Surgery 115 High Street Cinderford Gloucestershi GL14 2TB 3.2V5.0.4 DB The Laures Vet Centre 4 Ryeland Street Hereford Hereford & W HR4 OLA 3.2V5.0.4 DB THE LODGE VETERINARY CENTRE THE LODGE VE 64 Coleshill Road Hodge Hill Birmingham B36 8AB 2.3.4 DB THE PARK VETERINARY CENTRE Aug-1809 256 Cassiobury Drive WATERFORD Herts WD1 3AP 3.2v5.0.2 3 THE PARK VETERINARY CENTRE Jun-504 Unit 5 9 Katharine College Rd Herts WD1 3AP 3.2V5.0.0 3 Place Leavesden THE PARK VETERINARY GROUP Apr-792 519 Saffron Lane Leicester LE2 6UL 3.2V5.0.4 THE RAYSTEDE CENTRE Jan-653 27 Brighton Road Crawley West Sussex RH10 6AE Vet4000 THE ROYAL VET COLLEGE Oct-429 BIOLOGICAL SERVICES ROYAL COLLEGE ST CAMDEN LO NW1 OTU GT UNI THE ROYAL VETERINARY COLLEGE *Oct-446 BIOLOGICAL SERVICES HAWKSHEAD LANE HATFIELD H HATFIELD GT UNI LON THE ROYAL VETERINARY COLLEGE Jan-463 LARGE ANIMAL PRACTICE HAWKSHEAD LAND HATFIELD H AL9 7TA Nov 3.11 GT THE RYELANDS VET CLINIC Oct-832 RYELANDS ROAD LEOMINSTER HERFORDS HR6 8PN Nov 3.12 GT THE RYELANDS VET CLINIC Oct-CM CORVE VETERINARY SURG CORONATION AVENU SHROPSHIR HR5 8PN Nov 3.12 GT THE VALE VETERINARY GROUP *May-982 Veterinary Surgeons The Laurels Tiverton Devon Dos 5 THE VALE VETERINARY GROUP *May-CM Veterinary Surgeons St Georges House CULLOMPTO Devon Dos The Veterinary Center 431 Crow Road Broomhill Glasgow Scot GI1 7DZ 3.2V5.0.2 DB The Veterinary Centre 45 Stewerton Street Wishaw Lenarkshire ML2 9BW DB The Veterinary Clinic Colwit Road Estover Plymouth Dev PL6 8RP 3.2V5.0.4 DB The Veterinary Health Centre Feb-510 19 Axexandra Road St Annes on Sea Lancashire FY8 1YD 2.3.4 DB The Veterinary Surgery 18 The Street Old Basing Basingstoke RG24 7BW Xenix DB The Wingrave Vet. Hospital Jan-588 84 Mulgrave Road Sutton Surrey SM2 6LZ 2.3.4 DB THE. PARK VETERINARY GROUP Mar-660 82-84 High St Whetstone LE8 8ED LE8 8ED 3.2V5.0.4 Thistle Vet Health Centre 0 398 Gorgie Road Edinburgh Scotland EH11 2RY 3.2V5.0.2 DB Thistle Vet Health Centre Apr-812 1 Alcom Rigs Clovenstone Drive Edinburgh Sc EH14 3BF Osr 5 DB THOMAS & PERCY Dec-611 6 King Street LLANDEILD Dyfed SA19 6BA Nov ??? 3 THORNBROOK VETERINARY CLINIC Jul-325 THORNBROOK ROAD CHAPEL-EN-LE-FIRT HIGH PEAK SK23 OLX 3.2V5.0.4 Thrums Veterinary Group Jan-519 1 MORRISON STREET KIRRIEMUIR DD8 5D8 DB TIPTREE VETERINARY SURGERY Dec-850 Lion Cottage Maypole Rd Tiptree Colchester Essex CO5 OEJ 3.2V5.0.2 3
TOFT ANIMAL SUPPLIES *Nil Toft Lodge Reskalf Road EASINGWOL TONY COWIE MRCVS Jan-700 19/21 MONTAGUE PLACE KEMPTOWN BRIGHTON TONY COWIE MRCVS Jul-455 16 Marine Drive ROTTINGDEAN Brighton TOWCESTER VETERINARY CENTRE Jan-1700 Burcote Road TOWCESTER Northampton TOWN FARM VETERINARY UNIT Feb-29 40 Station Road Horrabridge Davon YELVERT TOWN FARM VETERINARY UNIT Feb-C Master 85 West Street Tavistock Devon TOWN FARM VETERINARY UNIT Feb-C Master 1 Woburg House Yalverton Devon TOWNLEY CARTER & DAVIES May-779 LONGMEAD VETERINARY P LONGMEAD SHAFTE DORSET SP7 Treforest Vet Clinic *Mar-45 16 River Street Treforest Pontypridd MI TROYTOWN EQUINE HOSPITAL Apr-700 Green Road Kildare Ireland TUDOR LAWSON & DALLIMORE Aug-601 Bala Road Dalgellau Gwynedd TURNBULL WILSON & COCKERHAM *Nil 66 MELVILLE ROAD FALMOUTH CORNWALL TURNER & CHEAL Jan-684 252 Whitechurch Lane EDGWARE Middlesex TURNER & CHEAL Feb-762 77 Elm Avenue EASTCOTER Middlesex Ruislip TURNER & CHEAL Jun-400 131 CARLTON AVENUE EAS PRESTON ROAD WE MIDDLESEX TYSUL VETERINARY GROUP Jan-618 PENCADER ROAD LLANDY CARMARTHENSHIRE WALES Uliwell Vet Surgery 87 Ulwell Road Swanage Dorset UNA MCLEAN Oct-695 Veterinary Surgeon 13 Queens GLASGOW Crescent UNIVERSITY OF LIVERPOOL Mar-578 Leahurst Equine Leahurst Neston South Practice Wistal UPLANDS VETERINARY GROUP Nov-499 UPLANDS WAY DISS NORFOLK URCH & PEARSON *Nil Glebe House Station Wrington Bristol Road Avon USK THE VETERINARY CENTRE Nov-1512 PORTH-Y CARNE STREET USK MONMOUTH VERMUYDEN VETERINARY GROUP Sep-1109 162 Boothferry Road Goole North Humber VERMUYDEN VETERINARY GROUP Sep C Master 87 Hailgate Howden Nth Humberst VERNEY & HOLLANDS *Sep-875 The Veterinary Surgery Hollybush Rd. Bridgenorth VET DIRECT LTD Dec-54 Mylord Cr Camperdown in Killingworth Newcastle-U- E VET EVERGREEN 63 London Road South Poynton Cheshire VICTORIA VETERINARY CENTRE Jun-1109 25 Victoria Street Glossop Derbyshire VILLAGE VETERINARY SURGERY Sep-787 1 Brows Lane Formby Lancs W PRITCHARD MRCVS Jun-70 10A COLOMENDY IND ESTA RHYL ROAD DENBIG CLWYO W PRITCHARD MRCVS Aug-584 DUPLICATE RECORD OF 59 DO NOT DELETE-NE FOR CONTR WALKER DUFFIN & DANIEL Oct-1000 83 HIGH STREET HILLMORTON RUGS WARWICKSH WALKER DUFFIN & DANIEL Oct-450 6 BEAUCHAMP HILL LEAMINGTON SPA WARWICKSH WALKER DUFFIN & DANIEL Oct-100 1 CRAVEN ROAD RUGBY WARWICKSH WALKER GLANVILL & RICHARDS Jan-1378 Sibford Road HOOK NORTON Banbury WALKER GLANVILL & RICHARDS Dec-402 SPENDLOVE CENTRE CHARLEBURY OXFORDSHI WEST BAR (BEEHIVE BIRDERY) *Nil NO SUPPORT OF ANY KIND ON THIS SYSTEM WEST BAR VETERINARY HOSPITAL Feb 1381 19 West Bar Banbury Oxfordshire
TOFT ANIMAL SUPPLIES YOB3LA X386.2.3.4 5 TONY COWIE MRCVS BN2 1JE 3.2V5.0.4 53 TONY COWIE MRCVS BN2 7HQ 3.2V5.0.0 TOWCESTER VETERINARY CENTRE NN12 7JW 3.2V5.0.2 5 TOWN FARM VETERINARY UNIT PL20 7SS 3.2V5.0.5 3 TOWN FARM VETERINARY UNIT PL19 8AJ 2.3.4 53 TOWN FARM VETERINARY UNIT -- 3.2V5.0.0 53 TOWNLEY CARTER & DAVIES 8PL Nov 3.11 GT Treforest Vet Clinic CF37 1TO Xenix DB TROYTOWN EQUINE HOSPITAL 3.2V5.0.4 3 TUDOR LAWSON & DALLIMORE LL40 1DW 2.3.4 3 TURNBULL WILSON & COCKERHAM TR11 4DD Dos 5 TURNER & CHEAL HA8 6QH 3.2V5.0.0 3 TURNER & CHEAL HA4 6PG 3.2V5.0.4 3 TURNER & CHEAL HA0 4TW 3.2V5.0.4 TYSUL VETERINARY GROUP SA44 4AG Nov 4.11 GT Uliwell Vet Surgery BH19 1QU DB UNA MCLEAN G4 BBL 2.3.2 5 UNIVERSITY OF LIVERPOOL L647TE Vet4000 3 UPLANDS VETERINARY GROUP IP22 3DF Nov 3.12 GT URCH & PEARSON 8S18 7LL Doe Levls 53 USK THE VETERINARY CENTRE NP5 1RZ 3.2V5.0.0 3 VERMUYDEN VETERINARY GROUP DN14 6AH 3.2V5.0.2 3 VERMUYDEN VETERINARY GROUP DN14 6AH 3.2V5.0.2 3 VERNEY & HOLLANDS Shropshire 2.3.4 5 VET DIRECT LTD NE12 0UJ 3.2V5.0.2 3 VET EVERGREEN SK12 1LA 2.3.4 DB VICTORIA VETERINARY CENTRE SK13 8HT 3.2V5.0.0 3 VILLAGE VETERINARY SURGERY L37 3HY 3.24.2 35 W PRITCHARD MRCVS LL16 5TA Nov 2.2 GT W PRITCHARD MRCVS LL18 5TA -- GT WALKER DUFFIN & DANIEL CV21 4HO Nov 3.12 GT WALKER DUFFIN & DANIEL CV32 5NS Nov 3.12 GT WALKER DUFFIN & DANIEL CV213JX GT WALKER GLANVILL & RICHARDS OX15 5JZ 3.2V5.0.2 3 WALKER GLANVILL & RICHARDS OX7 3PQ XX WEST BAR (BEEHIVE BIRDERY) 2.3.2 WEST BAR VETERINARY HOSPITAL OX169SA 3.2V5.0.0 3
DATED 26th March 1999 ---------------------------- ALIMPORT LIMITED -- AND -- JOHN FRASER ROBERTSON --------------------- CONSULTANCY AGREEMENT --------------------- BEALE AND COMPANY GARRICK HOUSE 27-32 KING STREET COVENT GARDEN LONDON WC2E 8JD TEL: 0171 240 3474 FAX: 071 240 9111 DX: 51632 COVENT GARDEN E-MAIL BEALE@DIAL.PIPEX.COM -------------------- REF: MJA/VHT/I00052.5 MARCH 1999 3.2 The Consultant shall provide his services with reasonable care and skill and to the best of his ability. 3.3 The Consultant does not have authority to bind or commit the Client or the Company in any manner and shall not represent or warrant that he has such authority to any third party. 3.4 The Consultant shall co-operate with such persons as the Client may nominate for the proper and efficient provision of the Consultant's services. 4. FEE 4.1 The fee payable to the Consultant in respect of the Consultant's services under this Agreement shall be at the rate of L100 per hour or part thereof, or as otherwise agreed between the parties. 4.2 The fee shall be paid by the Client within 7 days of receiving the Consultant's invoice. 5. EXPENSES 5.1 The Client shall reimburse the Consultant for those out of pocket expenses agreed in advance by the Client and as have been incurred by him in the provision of his services hereunder. On request the Consultant shall provide the Client with such vouchers or other evidence of actual payment of such expenses as the Client may reasonably require. 6. TERMINATION 6.1 Without limitation the Client may by notice in writing immediately terminate this Agreement if the Consultant shall: 6.1.1 be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied by the Consultant within 21 days of receipt by the Consultant of a notice from the Client specifying the breach and requiring its remedy; 6.1.2 be incompetent, guilty of gross misconduct and/or any serious or persistent negligence in the provision of his services hereunder, or 6.1.3 fail or refuse after written warning to provide the services reasonably and properly required of him hereunder. 6.2 The Consultant shall promptly whenever requested by the Client and in any event upon the termination of this Agreement deliver to the Client all property correspondence and other documents papers and records which have been prepared by him or have come into his possession which are the property of the Client or the Company and the Consultant shall not retain copies thereof. 7. CONFIDENTIAL INFORMATION 7.1 The Consultant agrees to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relating to the Company's or the Client's technology, or other know-how business plans or finances or any such information relating to a subsidiary, supplier, customer or client of the Company or other Client and upon termination of this Agreement for whatever reason the Consultant shall deliver up to the Client all working papers, computer disks and tapes or other material and copies provided to or prepared by him pursuant either to this Agreement or to any previous obligation owed to the Client or the Company. 8. STATUS AND TAX LIABILITIES 8.1 The parties declare that it is their intention that the Consultant shall have the status of a self-employed person and shall not be entitled to any pension, bonus or other fringe benefits from the Client and it is agreed that the Consultant shall be responsible for all income tax liabilities and National Insurance or similar contributions in respect of any fees and charges rendered by the Consultant and the Consultant agrees to indemnify the Client against all demands for any income tax, penalties, interest in respect of the Consultant's services hereunder and against its costs of dealing with such demands. 9. INTELLECTUAL PROPERTY RIGHTS 9.1 Any discovery or invention or secret process or improvement or design or copyright made discovered or produced by the Consultant in the course of his engagement hereunder shall forthwith be disclosed to the Client and (whether or not so disclosed) shall accrue and belong to the Client and the Consultant shall when requested to do so execute all instruments and assignments and do all things necessary for vesting in the Client such rights. 10. NOTICE 10.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice. 11. ENTIRE AGREEMENT 11.1 This Agreement sets out the entire agreement of the parties and supercedes all prior agreements and understandings relating to its subject matter 11. JURISDICTION 11.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereto submit to the jurisdiction of the English Courts. IN WITNESS whereof the parties have set their hands the day and year first before written. SCHEDULE 1. Advisory services relating to the Company's business for the purpose of transferring and imparting such knowledge, know-how and other information as the Consultant possesses and as may be useful to the Company in the continued conduct of its business and the maintenance and development of its software products. 2. Dealing with any customer liaison required following completion, at the direction of the Client. 3. Such other tasks as it shall be reasonable of the Client to request the Consultant to perform. Signed by ) For and on behalf of ) /s/[ILLEGIBLE] Alimport Limited ) Signed by ) Mr John Fraser Robertson ) /s/John Fraser Robertson SHAREHOLDER'S DEED OF COVENANT SALE OF SHARES 1. I John Fraser Robertson of 12 Abercromby Place, Edinburgh, Lothian, Scotland have agreed to give the covenants and undertakings set out below in favour of Alimport Limited ("the Purchaser") in consideration of the Purchaser through its nominee agreeing to purchase the business and assets of the Company. 2. I am beneficially interested as a shareholder in Axon Veterinary Limited ("the Company") as to 99,590 of ordinary shares of 10 pence each. 3. As part of the terms of agreement under which the Purchaser purchases business and assets of the Company (the Business Sale and Purchase Agreement, the definitions in which are adopted by this Deed) the Purchaser has requested that I enter into covenants and undertakings in the form set out below for the protection of the ongoing business its assets and goodwill carried on by the Company. 4. I hereby covenant and undertake with the Purchaser that (save for the proper performance of my duties under any Consultancy Agreement between me and the Company and save as the Purchaser may permit by giving its approval in writing) I shall not: 4.1 disclose to any person or use for any purpose the Customer List or any other confidential information concerning the business its assets and goodwill carried on by the Company and I shall keep the same confidential and shall use all reasonable endeavours to ensure that the use publication or disclosure by others (including without limitation existing or former employees or agents of the Company) of the same does not occur and is prevented; 4.2 for a period of 1 year after the Effective Time either on my own account or through any other person, directly or indirectly solicit, interfere with or endeavour to entice away from the Company any person who is now or has, during the two years preceding the Effective Time, been a customer or employee of, supplier to or otherwise in the habit of dealing with, the Company in relation to the Business; 4.3 for a period of 1 year after the Effective Time directly or indirectly engage in the United Kingdom in any activity which is similar to or which directly or indirectly competes with the Business or any material part thereof as it is now carried on; 4.4 for a period of 1 year after the Effective Time use the names Business Data Systems Limited or Axon Veterinary Limited on their own or in any trading name or any similar sounding name in any business; EX-6.6 11 EXHIBIT 6.6 EXHIBIT 6.6 SAMPLE OF INTEGRITY HOLDINGS LTD. COMMON STOCK OPTION AGREEMENT INTEGRITY HOLDINGS LTD. COMMON STOCK OPTION AGREEMENT This Agreement is made as of 14th July 1998, by and between BIRDS EYE INC., to be known as INTEGRITY HOLDINGS LTD, Suite 333, 3838 Camino Del Rio North, San Diego, California 92108-1789, USA (Company) and PAUL CARROLL (Option Holder) AGREEMENT: 1. GRANT OF OPTION: The Company hereby grants to the Option Holder, with effect from the date of this Agreement, the right to purchase common stock in the maximum amount of 600,0000 SHARES from time to time during the Option period at the price of $1.00 USD per common share, subject to the terms and conditions contained in this Agreement 2. PERIOD OF OPTION: This Option shall be for a period of four years commencing 14th July 1998 3. ADJUSTMENT TO OPTION SHARES: In the event any change is made to the common stock issuable by reason of combination of shares, stock split, stock dividend or other change affecting the outstanding common stock as a class, without receipt of consideration, then the Company shall make appropriate adjustments to reflect such change and preclude any dilution or expansion of benefits hereunder 4. EXERCISE OF OPTIONS: Each exercise of Options is subject to the Option Holder remaining in the employment of the Company and subject to receipt of an exercise release letter from the Integrity Board. 100,000 Options may be exercised immediately; the remaining Options are to be exercised over a four year period up to a maximum of one third during year one; a maximum of two thirds by the end of year two; any remaining Options to be exercised by the end of year four. No Option may be exercised more than four years after the commencement 5. TRANSFER OF OPTION: This Option is generally not transferable or assignable by the Option Holder to an outside third party. If the Option Holder transfers, assigns, charges, encumbers or otherwise alienates his Option or creates any interest therein in favour of a third party, or makes any attempt to do so, the Company may cancel the Option. Under certain conditions, however, it may be transferred to relatives, trusts or retirement plans if specifically approved, in advance, by the Company 6. SPECIAL TERMS: 1) In the event of any of the following Corporate transactions: (i) the sale, transfer or other disposition of all or substantially all of the assets of the Company (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction with the principal purpose of changing the Company's state of incorporation (iii) any reverse merger in which the Company is the surviving entity but in which 50% or more of the Company's voting stock is transferred to holders different from those who held the stock immediately prior to such merger then this Option, to the extent not previously exercised, shall be expressly assumed by the successor Company or Parent Company thereof 2) The Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganise or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets 7. PRIVILEGE OF OPTION OWNERSHIP: The Holder of this Option shall not have any of the rights of a stockholder with respect to the Option shares until such Holder shall have exercised the Option and paid the Option price set out herein 8. MANNER OF EXERCISING OPTION: 1) In order to exercise this Option with respect to all or any number of the tendered shares, Option Holder must take the following actions: (i) Execute and deliver to the Secretary of the Company, at the following address, 6 Bernadine Close, Bluebell Ridge, Warfield, Berkshire, RG42 3DU, United Kingdom, a notice of exercise in written form with full payment for the aggregate Option price for the purchased shares and any applicable taxes or fees in cash, cash equivalents or a form of compensation agreed to by the parties to the Option. The written request must also include the original, fully executed Common Stock Option Agreement (ii) This Option shall be deemed to have been exercised with respect to the number of Option shares specified by the Holder of the Option in the written notice of exercise at such time as the notice of exercise and payment for the shares being exercised are received by the Company. As soon as possible thereafter, the Company shall deliver or mail to the Option Holder a certificate or certificates representing the shares so purchased with any appropriate legends attached thereto (iii) In no event may this Option be exercised for any fractional shares 9. COMPLIANCE WITH LAWS AND REGULATIONS: 1) The exercise of this Option and the issuance of Option shares upon such exercise shall be subject to compliance by the Company and the Option Holder with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the shares of the Company's common stock may be listed at the time of such exercise or issuance 2) In connection with the exercise of this Option, Holder shall execute and deliver to the Company, such representations in writing as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws 10. SUCCESSORS AND ASSIGNS: Except to the extent otherwise provided in Paragraph 5 of the Common Stock Option Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Option Holder and the successors and assigns of the Company 11. COMPANY LIABILITY: The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any common stock pursuant to this Option shall relieve the Company of any liability with respect to common stock pursuant to this Option shall relieve the Company of any liability with respect to the non-issuance or sale of the common stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals 12. STATED RESTRICTIONS - COMMON STOCK All common stock shares issued under this Option will carry a restriction that the shares be held by the Holder for a period not less than one year pursuant to Rules 144 and 145 under the Securities Act of 1933 (Release No. 33-7390, February 20, 1997) 13. NOTICES: Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its corporate offices at 6 Bernadine Close, Bluebell Ridge, Warfield, Berkshire RG42 3DU, United Kingdom. Any notice required to be given or delivered to the Holder of this Option shall be in writing and delivered to the Holder at the address included above in this Agreement. All written notices shall be deemed to have been delivered upon personal delivery or deposit in the mail, postage prepaid and properly addressed to the party to be notified 14. GOVERNING LAW: The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the state of Nevada without regard to principles governing conflicts of law 15. SPECIAL COVENANT: The granted Option herein is not intended to be an incentive Option within the meaning of section 422A of the Internal Revenue Code 16. COUNTERPARTS: This Agreement may not be executed in counterparts. There will be only one fully executed original, which must be surrendered concurrent with any exercise of the Option as defined in Paragraph 8.1.(i) herein COMPANY: INTEGRITY HOLDINGS LTD /s/ K.F. Butler ---------------------------------- KENNETH F. BUTLER TITLE: CHAIRMAN OPTION HOLDER: /s/ Paul Carrol ---------------------------------- PAUL CARROLL EX-6.7 12 EXHIBIT 6.7 EXHIBIT 6.7 STATEMENT OF PARTICULARS OF EMPLOYMENT UNDER SECTION 1 OF THE EMPLOYMENT RIGHTS ACT 1996 FOR PAUL CARROLL STATEMENT OF PARTICULARS OF EMPLOYMENT UNDER SECTION 1 OF THE EMPLOYMENT RIGHTS ACT 1996 From: Integrity Holdings Ltd. ("the Company") To: Paul Carroll ("the Employee") INTERPRETATION 1. Where the context allows use of the masculine shall imply the feminine or neuter, the use of the singular shall imply the plural and vice versa 2. Any provisions of this agreement found invalid or unenforceable shall not affect the other provisions which will remain in full force and effect 3. This agreement (and all documents incorporated into it by reference) constitutes the whole agreement between the Company and Employee provided that additional terms and conditions confirmed by a duly authorized representative in writing as having such an effect may be incorporated into this agreement 4. This statement sets out the particulars of your employment with the Company as at 1st November 1998 which are required to be given to you under the Employment Rights Act 1996 and forms the basis of your Contract of Employment - -------------------------------------------------------------------------------- 1. COMMENCEMENT OF EMPLOYMENT 1.1 Your employment commenced on 15th July 1988 and no employment with a previous employer counts as part of your period of continuous employment 1.2 Your previous service (if any) of [illegible] will count towards continuous employment from date 1.3 Your employment will be for an initial period of 3 years. You can terminate your employment for any reason by giving 3 months prior notice. If the company terminates your employment for any reason, other then those referred to in Appendix 2, prior to the end of the 3 year period the company will pay in full the salary outstanding for the unexpired period of the contract. 1 2. JOB TITLE The title of the job that you are employed to do is Chief Financial Officer but this may change from time to time to reflect your actual responsibilities with the Company. THE JOB DESCRIPTION MAY FROM TIME TO TIME BE AMENDED BY THE COMPANY AND IN ADDITION TO THE DUTIES SET OUT IN IT YOU MAY AT ANY TIME BE REQUIRED TO TAKE ADDITIONAL OR OTHER DUTIES NECESSARY TO MEET THE REQUIREMENTS OF THE COMPANY. 3. LOCATION OF WORK Your normal place of work will be at the company address. The Company reserves the right to transfer the Employee to alternative positions provided these are no less favourable to him or to another location if the necessity arises. In cases of substantial change, the Employee will receive an amendment to his Contract of Employment 4. REMUNERATION 4.1 Your salary will commence at the gross rate of L70,000 per annum plus, executive car and bonuses as set out in Appendix I and/or latest review letter payable in arrears at monthly intervals after deduction of PAYE income tax and national insurance contributions by [illegible] monthly. You are responsible for informing the Company of your bank and/or PAYE and National Insurance details 4.2 The Company reserves the right to deduct from your remuneration under these terms and conditions and from any other sums owed or owing by the Company to you one day's pay for each day of unauthorised absence. Unauthorised absence shall include any absence from work unless due to:-- 4.2.1 Genuine sickness which has been notified to the Company; 4.2.2 Absence for which the Company has given permission; 4.2.3 Genuine reasons outside your control which are acceptable to the Company 4.3 The Company shall be entitled at any time during your employment and in any event on termination for whatever reason to deduct from your remuneration under these terms and conditions or from any other sums owed or owing by the Company to you any monies due from you to the Company including (but not limited to) any outstanding loans, overpayments, advances, the cost of repairing any damage or loss to the Company's property caused by you, excess holidays taken and any other monies owed or owing by you to the Company 4.4 The Company will review your salary in its absolute discretion during the following January and on an annual basis thereafter 5. EXPENSES 5.1 If you are required to work away from your normal place of business you will be 2 entitled to reimbursement of any expenses incurred by you on behalf of the Company on production of original receipts. Claims for expenses must be submitted monthly on the Company's standard expense form to which the receipts must be attached 5.2 The following expenses can normally be claimed:-- 5.2.1 Petrol, oils and lubricants or other transport costs at a rate previously agreed by the Company; 5.2.2 Car parking charges; 5.2.3 Repairs and spare parts if previously agreed with the Company; 5.2.4 A motor mileage allowance for privately owned vehicles used for the Company's business (presently at 35p per mile); 5.2.5 Telephone calls made in connection with the Company's business; 5.2.6 Meals (excluding lunches unless previously agreed by the Company); 5.2.7 Stationery 5.3 Other than in exceptional circumstances, hotel and other accommodation expenses will not be reimbursed unless previously authorised by the Company 5.4 Expenses cannot be claimed in respect of your journey to and from your normal place of work 6. VEHICLE 6.1 You may be provided with a vehicle deemed by the Company to be suitable for the performance of your duties under this Agreement in respect of which the Company will pay the running costs whilst you are performing your duties together with all insurance and maintenance costs 6.2 If you are provided with a vehicle, you must ensure that:- 6.2.1 Regular servicing is carried out in accordance with the manufacturer's recommendations and that all roadworthiness certificates required for the vehicle are obtained and maintained in date; 6.2.2 You provide safe parking or garaging overnight; 6.2.3 You carry out regular cleaning and basic maintenance of the vehicle; 6.2.4 Any accidents are reported immediately to the Company's insurers with no liability having been admitted by you and when necessary that all insurance claim forms and estimates are submitted; 6.2.5 The vehicle records are kept up to date; 3 6.2.6 A current tax disc is displayed; 6.2.7 Smoking is prohibited in the vehicle 6.3 If through your gross negligence any damage is "caused to the vehicle, you will be responsible for reimbursing the Company in full the cost of any repairs or other expenses incurred by the Company in returning the vehicle to the condition in which it was entrusted to you 6.4 In all cases you shall be responsible for the discharge of the excess on all claims settled by the Company's insurers and for payment of all fines connected with the use of the vehicle 6.5 The Company will be responsible for insuring all its property including tools, which may be entrusted to the Employee. The Employee will be under a duty to ensure that these goods are not damaged or lost. Any Company property entrusted to the Employee must be returned by the Employee on request by the Company. If the Employee fails to return any Company property its value will be deducted from the Employees next monthly salary payment. Company property must not be left in a vehicle overnight and should not be left unattended for any unnecessary length of time. Should any of the Company's property be left in the vehicle, the vehicle must be alarmed and immobilised 6.6 If you wish to use your own vehicle in the performance of your duties, you must first obtain the consent of the Company and must ensure that adequate insurance cover is provided to cover the business use 7. COMMISSION 7.1 N/A 8. HOURS OF WORK 8.1 Your normal hours of work will be from 9:00am to 5:30pm Monday to Friday inclusive, with an hour's break for lunch each day to be taken by arrangement with the Company 8.2 You may also be required to work additional or different hours without additional remuneration as may be necessary for the full and effective performance of your duties as the Company may reasonably require of you from time to time 9. HOLIDAYS 9.1 You am entitled, in addition to the normal public holidays, to take 25 working days in each complete holiday year which runs from 1st January to 31st December and you will be paid your normal basic remuneration during such holidays 9.2 Should the Employee have completed a full year's continuous service on 31st December each year the employee will receive an additional day's holiday. This 4 will continue yearly to a maximum of 35 days entitlement 9.3 If your employment commences or terminates part way through the holiday year, your entitlement to holidays during that year will be calculated pro rata to your annual entitlement by reference to the number of complete months worked in that year 9.4 You will be entitled to payment in lieu of holidays accrued to you and untaken as at the date of termination of employment. Deductions from final salary due to you on termination of employment will be made in respect of any holidays taken in excess of entitlement. One day's holiday pay is calculated as 1/260th of your annual basic salary 9.5 Reasonable notice of intention to take holidays. must be given to the Company, and all holidays must be taken at times, which have been previously approved and agreed in writing by the Company 9.6 Holiday entitlement unused at the end of the holiday year CANNOT be carried over into the next holiday year, nor will payment be made in lieu of unused holiday [OTHER THAN IN EXCEPTIONAL CIRCUMSTANCES AND AT THE COMPANY'S ABSOLUTE DISCRETION] 10. SICKNESS AND OTHER ABSENCE 10.1 If you are absent from work on account of sickness or injury, you or someone on your behalf should inform The Sales Director or a deputy appointed by him of the reasons for your absence as soon as possible but no later than 10.30 am on the working day on which absence first occurs. If the sickness continues into subsequent working weeks, the Employee must ensure that he telephones the Company on the Monday of each week to notify this 10.2 In respect of absence lasting 7 or fewer calendar days, you need not produce a medical certificate unless you are specifically requested to do so. You must, however, provide written reasons for your absence immediately you return to work after such absence 10.3 In respect of absence lasting more than 7 calendar days, you must on the 8th calendar day of absence provide a medical certificate stating the reasons for absence and thereafter provide a like certificate each week to cover any subsequent period of absence 10.4 The Company reserves the right to ask you at any stage of absence to produce a medical certificate and/or to undergo a medical examination 10.5 If you are absent due to sickness or injury, you will not be paid your normal salary for the period of absence, but you may be entitled to company sick pay ("CSP") and/or statutory sick pay ("SSP") for all or part of your absence 10.6 CSP is not payable during the Probationary Period. For the first 10 working days, (whether continuous or cumulative) absence through sickness or injury in any period of 12 months, CSP is equivalent to your normal basic salary less any SSP or other state benefits to which you are entitled 5 10.7 This paragraph applies only to periods of absence through sickness or injury of 11 or more consecutive working days. During such periods, CSP will first be paid in accordance with paragraph 10.6. Once your total number of days' absence in the proceeding 12 month period has reached 10, CSP for the subsequent days will be that sum which when added to your entitlement to SSP produces the same net amount as half of your basic salary, save that CSP will only be paid until the total number of days' absence in the 12 month period is 17 10.8 Entitlement to SSP depends upon the number of days of sickness. There is no entitlement for the first three qualifying days. For these purposes qualifying days are Monday to Friday. SSP is payable to you by the Company for up to 28 weeks, after which you are expected to claim from the DSS any state benefits for which you are eligible. 10.9 Entitlement to both CSP and SSP is dependent upon the following: 10.9.1 proper notification of your absence in accordance with paragraph 10.1 above; and 10.9.2 proper provision of medical certificates in accordance with paragraphs 10.2 and 10.3 above 10.10 If you recover compensation from a third party in respect of any injury which results in your absence from work you will be liable to repay to the Company all remuneration which you have received during such absence or the amount of compensation recovered, whichever is the lesser. 11. MATERNITY LEAVE 11.1 If the Employee is pregnant and has (or will have by the eleventh week before the Employee's expected week of confinement) completed two years' continuous service, the Employee will be entitled to maternity pay and to return to her job after an absence for pregnancy and confinement, provided that she: 11.1.1 continues to be employed by the Company until immediately before the beginning of the eleventh week before the expected week of her confinement 11.1.2 advised the Company in writing not less than three weeks before her absence begins (or, if that is not reasonably practicable, as soon as is reasonably practicable) that she will be, or is, absent from work wholly or partly because of her pregnancy or confinement 11.1.3 arranges that the Company is supplied with a letter or certificate signed by her medical practitioner or a midwife confirming her pregnancy and specifying the expected week of her confinement 11.1.4 includes in the letter mentioned in 11.1.2 above a statement that she intends to return to work with the Company 11.1.5 responds in writing within 14 days (or as soon as reasonably practicable 6 thereafter) of receiving a letter from the Company requesting confirmation of her intention to return to work. (Note that the Company's letter will not be sent earlier than seven weeks after the beginning of the week in which the Employee notified the date confinement was due and that failure to respond to it within the period mentioned will mean that the Employee will forfeit the right to return to work) and 11.1.6 gives notice of her intention to return at least 21 days before she wishes to return, as long as such notice can be given no later than 26 weeks after the week in which confinement occurred in order that the Employee returns to work no later than 29 weeks calculated from midnight on the Sunday at the beginning of the week on which the confinement occurred 11.2 The date of return notified by the Employee may be extended by up to a further four weeks, but no longer, if the Employee submits a medical statement showing that for reasons of health the Employee would be unable to return on the day orginally advised. The information given in this paragraph is only a summary of the principal rights of pregnant employees. The Employee is advised to request the Company no later than fourteen weeks before the expected week of confinement and preferably well before then, for full details of rights to maternity pay and leave 12. PENSION [THE COMPANY DOES NOT OPERATE A PENSION SCHEME AND THERE IS NO CONTRACTING OUT CERTIFICATE IN FORCE IN RESPECT OF YOUR EMPLOYMENT] 13. NOTICE OF TERMINATION OF EMPLOYMENT 13.1 Subject to paragraph 1.3 the length of notice which you are entitled to receive from the Company to terminate your employment is one month until you have been continuously employed for 5 years and thereafter your notice entitlement shall be one week for each year of continuous employment until you have completed 12 years of continuous employment after which you will be entitled to 12 weeks' notice 13.2 Subject to paragraph 1.3 the length of notice which you are obliged to give to the Company to terminate your employment is one month. Such notice must be given in writing 13.3 The Company may make a payment to you in lieu of the notice to which you are entitled 13.4 If you leave without giving the minimum period of notice or you leave during the notice period without the consent of the Company, the Company reserves the right to deduct one day's pay for each day not worked during the notice period 13.5 You shall upon request at any time and in any event upon the termination of your employment immediately deliver to the Company all plans, keys, security 7 passes, statistics, documents, records, papers, magnetic disks, tapes or other software storage media, credit cards and all property of whatsoever nature which may be in your possession or control and relate in any way to the business affairs of the Company and you shall not, without the written consent of the Company, retain any copies of any of these items 14. GRIEVANCE PROCEDURE 14.1 Except during the Probationary Period, if you are unhappy about any aspect of your employment, you may raise the matter at first instance orally or in writing with your superior. If this does not produce a satisfactory resolution of your grievance, you may appeal in writing within 14 days to the Company Secretary, and thereafter within 14 days to the Managing Director whose decision shall be final 14.2 At any stage of the grievance procedure you may be accompanied by a colleague. If you invoke your right to appeal under 14.1 you should notify the Sales Director of the name of your colleague in advance of any meeting 15. DISCIPLINARY RULES AND PROCEDURE The Company's disciplinary rules and procedures are set out in Appendix 2 attached to this statement 16. RESPONSIBILITIES 16.1 In addition to the specific duties which the Employee will be given, you must at all times 16.1.1 endeavour to provide the best possible service to customers of the Company 16.1.2 assist to the best of the Employee's ability to ensure that the Company achieves its stated objectives 16.1.3 protect the interest of the Company and in particular protect all confidential information of the company which may come into the Employee's possession 17. TRAINING 17.1 You may at the Company's expense be provided with training during the course of your employment 17.2 The Company reserves the right to recover the cost of any such training from you if within three months from the end of any training course you give to the Company notice to terminate your employment 8 18. HEALTH AND SAFETY AT WORK 18.1 The Employee will be responsible for ensuring that the Employee's place of work and working practices are such that the requirements of the Health and Safety at Work legislation are met by the Employee and the Company 18.2 Should the Employee discover any circumstances which the Employee feels needs attention he should contact his immediate superior without delay 19. GENERAL 19.1 If any doubt exists as to what can or cannot be done, used or disclosed the Employee should contact his immediate manager 19.2 If any part or parts of this agreement are held by any court or tribunal to be illegal or unenforceable such ruling shall not affect the remainder of this agreement, which shall continue to have effect and be enforceable 20. INTELLECTUAL PROPERTY RIGHTS 20.1 It is agreed that the intellectual property rights and all ownership rights of any software that the Employee may develop or work on whilst in the employment of ISL shall remain solely with ISL. 21. CONFIDENTIALITY AND POST-TERMINATION RESTRICTIONS 21.1 You agree to abide by the terms of the confidentiality and post-termination restrictions which are set out in Appendix 3 attached to this statement and which form part of your contract of employment 22. COLLECTIVE AGREEMENTS 22.1 No collective agreement directly affects the terms and conditions of your employment 23. SUBSTITUTION FOR ANY PREVIOUS AGREEMENT 23.1 This Agreement cancels and is in substitution of all previous letters of engagement, agreements and arrangements whether oral or in writing related to the subject matter hereof between the Company and yourself, all of which shall be deemed to have been terminated by mutual consent 24. LAW 24.1 This Agreement shall be governed by and construed in accordance with the Laws of England whose Courts shall be courts of competent jurisdiction 9 SIGNED [ILLEGIBLE] DATE [ILLEGIBLE] ------------------------------- ------------------- FOR & ON BEHALF OF INTEGRITY HOLDINGS LTD Please acknowledge receipt of this statement by signing below and returning it to the Sales Director. I, Paul Carroll, acknowledge that I have received a statement of the particulars of my employment as required by Section 1 of the Employment Rights Act 1996 and confirm my agreement that these constitute my contract of employment with the Company. SIGNED /s/ Paul Carroll DATE 18/7/98. ----------------------------- ----------------------- PAUL CARROLL 10 EX-27 13 EXHIBIT 27
5 12-MOS DEC-31-1998 DEC-31-1998 1070492 0 5875636 0 207016 7190359 1437513 145000 13978081 89557614 0 0 0 12357 4802052 13978081 0 10403131 0 7527519 154981 0 12000 829171 242912 586259 0 0 0 586259 .14 .06
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