SCHEDULE [  ]
THE WARRANTIES

Part A : General

1. Information

1.1 Information provided by Seller

The following information provided to the Buyer during the preparation and negotiation of this Agreement is true, accurate and not misleading:

Exhibit A - Accounts: The Accounts of the Seller, relating to the Business, for the financial year ended on the Accounts Date together with the unaudited management accounts of the Seller for all periods ended after the Accounts Date.

Exhibit E - Insurances: A summary, together with copies, of all policies of insurance of the Business referred to in Warranty 6.8.

Exhibit F - Material Contracts: A list, together with copies (or details, where no agreement has been reduced to writing), of all agreements of the kinds described in Warranty 8.1 to which the Seller is a party in relation to the Business.

Exhibit G - List of Properties: A list, including brief details, of the owned and leased properties occupied by the Seller in relation to the Business.

Exhibit H - Details of Cash and Indebtedness: Details of the indebtedness and cash balances of the Seller as at  the date of the latest bank statement.

Exhibit J - Intellectual Property Rights: A list of all registered Intellectual Property Rights relating to the Business of which the Seller is the proprietor or user or for which application has been made by the Seller, together with a brief statement as to unexpired term and any applicable royalty and copies of all licences of such Intellectual Property Rights to which the Seller is a party.

Exhibit L - Assets: a list providing a summary of the Assets of the Business.

1.2 Disclosure

(a) There are fully and accurately set out in the Disclosure Letter all facts and matters which are necessary to qualify the statements set out in this Schedule in order that such statements, as so qualified, are true, accurate and not misleading.