SCHEDULE [  ]
THE WARRANTIES

Part A : Seller Warranties

1. Disclosure

(a) The Seller has made available to the Buyer the lists, information and copy documents relating to the Company specified in the attached Exhibits (the "Disclosed Information").

(b) Each of the Seller Warranties, other than the Seller Warranties set out in paragraph 3 of this Schedule, is given to the best of the Seller's knowledge and awareness.

(c) So far as the Seller is aware, the Disclosure Letter sets out all material matters which are necessary to qualify the statements set out in paragraphs 2 to 15 of this Schedule in order for such statements, when so qualified, is in all material respectto be fair and not misleading.

2. The shares

(a) The Shares comprise the whole of the issued and allotted share capital of the Company and all of the Shares are fully paid.

(b) There are no security interests, options, equities, claims or other third party rights over or affecting the shares and there is no agreement to give or create any such interest.

3. The Seller's capacity

(a) The Seller is the sole beneficial owner of the Shares.

(b) The Seller has obtained all corporate authorisations required to empower it to enter into this Agreement and to perform its obligations hereunder in accordance with their terms.

4. Subsidiary companies

The Company is (or a subsidiary of the Company is) the beneficial owner free from all encumbrances equities and claims of the whole of the share capital of the Group Companies.