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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Exact name of Small Business Issuers in Its Charter)
NEVADA 84-1424647
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Camden Lock, Dublin 4, Ireland
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(Address of principal executive offices) (Zip code)
001-3531-667-7727
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(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
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n/a n/a
Securities registered under Section 12(g) of the Exchange Act:
Common Equity, Par Value $.001
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(Title of Class)
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INTEGRITY HOLDINGS, LTD.
FORM 10-SB
TABLE OF CONTENTS
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NO. TITLE PAGE NO.
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PART I
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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
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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.
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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:
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AREA NUMBER
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1. Sales 68
2. Administration 30
3. Engineering and Support 50
4. R & D 30
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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
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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
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BUSINESS ACTIVITY AT EFFECTIVE DATE
NAME AND LOCATION THE TIME OF ACQUISITION OF ACQUISITION
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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
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1. Axon Veterinary Customer base and March 26, 1999
Limited software for the
Scotland veterinary industry
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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
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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
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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.
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
AMOUNT % AMOUNT % AMOUNT %
------ --- ------ --- ------ ---
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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 -
<PAGE>
$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 -
<PAGE>
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:
<TABLE>
<CAPTION>
UNAUDITED AUDITED
1999 1998
AMOUNT % AMOUNT %
--------- --- --------- ---
<S> <C> <C> <C> <C>
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
</TABLE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
Details of other leased properties are as follows:
<TABLE>
<CAPTION>
SUBSIDIARY PROPERTY EXPIRATION DATE LEASE TERMS
- ---------- -------- --------------- -----------
<S> <C> <C> <C>
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
</TABLE>
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 -
<PAGE>
<TABLE>
<CAPTION>
NAME NUMBER PERCENT
---- ------ -------
<S> <C> <C> <C>
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%
</TABLE>
(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.
<TABLE>
<CAPTION>
SERVED
NAME AGE POSITION TERM SINCE
---- --- -------- ---- -----
<S> <C> <C> <C> <C> <C>
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
</TABLE>
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 -
<PAGE>
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 -
<PAGE>
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:
<TABLE>
<CAPTION>
OTHER ANNUAL
OFFICER SALARY COMPENSATION
------- ------ ------------
<S> <C> <C>
1. Paul B. Nagle $120,000(3) -0-
2. Paul C. Carroll 115,500 14,400
</TABLE>
(3)Employment commenced on June 1, 1999.
OFFICER SHARE OPTIONS DETAILS
<TABLE>
<CAPTION>
EXERCISE EXPIRATION
OFFICER OPTIONS % OF TOTAL PRICE DATE
------- ------- ---------- -------- ----------
<S> <C> <C> <C> <C>
1. Paul B. Nagle -0- -0- -0- -0-
2. Paul C. Carroll 600,000 12.7% $1.00/Share 6/03
</TABLE>
- 27 -
<PAGE>
OFFICER SHARE OPTIONS VALUE
<TABLE>
<CAPTION>
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
------- --------- -------- -------------- --------------
<S> <C> <C> <C> <C>
1. Paul B. Nagle -0- -0- -0- -0-
2. Paul C. Carroll 220,000 $1,265,000 380,000/-0- $2,185,000/-0-
</TABLE>
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 -
<PAGE>
(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.
<TABLE>
<CAPTION>
1998 1997
---- ----
QUARTER HIGH BID LOW BID HIGH BID LOW BID
- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C>
March -0- -0- -0- -0-
June -0- -0- -0- -0-
Sept. 7.75 5 -0- -0-
Dec. 10.75 7 -0- -0-
</TABLE>
(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 -
<PAGE>
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 -
<PAGE>
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
<PAGE>
EXHIBIT FS-1
INTEGRITY HOLDINGS LIMITED CONSOLIDATED
FINANCIAL STATEMENTS YEAR ENDED
DECEMBER 31, 1998
<PAGE>
INTEGRITY HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1998
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
INTEGRITY HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
NOTE YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31
1998 1997 1996
US$ US$ US$
<S> <C> <C> <C> <C>
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
</TABLE>
4
<PAGE>
INTEGRITY HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
NOTE AS AT As at
DECEMBER 31 December 31
1998 1997
US$ US$
<S> <C> <C> <C>
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
---------- --------
</TABLE>
5
<PAGE>
INTEGRITY HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
AS AT As At
DECEMBER 31 December 31
1998 1997
LIABILITIES AND STOCKHOLDERS' EQUITY US$ US$
<S> <C> <C>
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$0.001 par value; issued and
outstanding 594,450) - 594
Capital in excess of par value 4,453,064 75,966
Accumulated net income 673,911 104,452
Accumulated other comprehensive income 167,077 9,878
Receivable from exercise of stock options (492,000) -
---------- -------
4,814,409 190,890
---------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 13,978,081 634,252
---------- -------
</TABLE>
6
<PAGE>
INTEGRITY HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
CAPITAL ACCUMULATIVE
COMMON STOCK IN EXCESS TRANSLATION ACCUMULATED COMPREHENSIVE
ISSUED PAR AMOUNT OF PAR VALUE ADJUSTMENT INCOME INCOME
US$ US$ US$ US$ US$
<S> <C> <C> <C> <C> <C> <C>
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
---------- --------- --------- ----------- ----------
</TABLE>
7
<PAGE>
INTEGRITY HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
US $ US $
US $ CAPITAL ACCUMULATED
COMMON PAR IN EXCESS TRANSLATION US $ US $
STOCK AMOUNT OF PAR ADJUSTMENT ACCUMULATED COMPREHENSIVE
ISSUED VALUE INCOME INCOME
<S> <C> <C> <C> <C> <C> <C>
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 $2.80 573,346 479 1,605,369 - - -
Net operating profit for the year ended
December 31, 1998 - - - 586,259 586,259
Exercise of stock options 492,000 492 491,508
Dividend declared - - - - (16,800) -
Currency translation adjustment - - - 157,199 - 157,199
-------
COMPREHENSIVE INCOME - - 743,458
---------- -------- --------- ------- ------- -------
BALANCE AT DECEMBER 31, 1998 12,451,405 12,357 4,453,064 167,077 673,911
---------- -------- --------- ------- -------
</TABLE>
8
<PAGE>
INTEGRITY HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31
1998 1997 1996
US$ US$ US$
<S> <C> <C> <C>
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) - -
</TABLE>
9
<PAGE>
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:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
NAME AND LOCATION BUSINESS ACTIVITY AT THE TIME OF EFFECTIVE DATE OF
ACQUISITION AQUISITION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
- ------------------------------------------------------------------------------------------------------------
</TABLE>
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
<PAGE>
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
<PAGE>
INTEGRITY HOLDINGS LIMITED
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS (CONTINUED)
A summary of the acquisitions is as follows:
<TABLE>
<S> <C>
Net Liabilities Assumed (938,502)
Purchase consideration 4,615,258
GOODWILL ARISING 5,553,760
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
<S> <C>
Office Equipment 20% on cost
Motor vehicles 25% on cost
Computer equipment 33% on cost
Improvements to premises 20% on cost
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
YEAR ENDED Year ended
DECEMBER 31 December 31
1998 1997
US$ US$
(UNAUDITED) (Unaudited)
<S> <C> <C>
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
</TABLE>
16
<PAGE>
INTEGRITY HOLDINGS LIMITED
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
6. TAXATION
<TABLE>
<CAPTION>
YEAR ENDED Year ended Year ended
DECEMBER 31 December 31 December 31
1998 1997 1996
US$ US$ US$
<S> <C> <C> <C>
Taxation on the Wyse Group PLC
only at 32% (1997:33%;1996:35%) 242,912 22,121 39,204
------- ------ ------
</TABLE>
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
<TABLE>
<CAPTION>
DECEMBER 31 December 31
1998 1997
US$ US$
<S> <C> <C>
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 -
-------- ----------
</TABLE>
8. INVENTORIES
<TABLE>
<CAPTION>
DECEMBER 31 December 31
1998 1997
US$ US$
<S> <C> <C>
Consumable stocks 9,468 -
Work in progress 2,646 -
Finished goods 188,227 -
Computer equipment 6,675 -
-------- ----------
207,016 -
-------- ----------
</TABLE>
17
<PAGE>
INTEGRITY HOLDINGS LIMITED
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
9. TANGIBLE ASSETS
<TABLE>
<CAPTION>
LAND & IMPROVEMENTS OFFICE MOTOR COMPUTER TOTAL
BUILDINGS TO PREMISES EQUIPMENT VEHICLES EQUIPMENT
US$ US$ US$ US$ US$
<S> <C> <C> <C> <C> <C> <C>
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
------- ------ ------- ------- ------- ---------
</TABLE>
18
<PAGE>
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:
<TABLE>
<CAPTION>
SHARES IN THOUSANDS 1998 1997 1996
------------------- -------------------- ----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
<S> <C> <C> <C> <C> <C> <C>
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 - - - -
</TABLE>
19
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
SEGMENT SEGMENT SEGMENT SEGMENT AS PER
A B C D FINANCIAL
US $ US $ US $ US $ STATEMENTS
US $
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
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*
- ------------------------------------------------------------------------------------------------------------
</TABLE>
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 :
<TABLE>
<CAPTION>
IRELAND UK ELIMINATED ON CONSOLIDATED
CONSOLIDATION
US$ US$ US$ US$
YEAR ENDED DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>
* 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
<PAGE>
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:
<TABLE>
<CAPTION>
ISSUED SHARES OF
COMMON STOCK AT
US$0.001 EACH
<S> <C>
Paul Carroll 150,000
Ken Butler 25,000
</TABLE>
14. EARNINGS PER COMMON SHARE
The weighted average number of shares used in the diluted 1998
earnings per share calculation has been arrived at as follows:
<TABLE>
<S> <C>
Weighted average number of shares for basic EPS 4,132,132
Adjustment for stock options 5,382,429
WEIGHTED AVERAGE NUMBER OF SHARES FOR DILUTED EPS 9,514,561
</TABLE>
15. COMMITMENTS UNDER OPERATING LEASES
AS AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
US$ US$
Land & Other
Buildings Items
<S> <C> <C>
Operating leases which expire:
Within one year 115,988 238,054
Within 2 to 5 years 48,329 194,079
------- -------
164,317 432,133
------- -------
</TABLE>
The rent expense of the company for the year amounted to US $193,467
(1997 : US $35,531; 1996 :US $22,166)
22
<PAGE>
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
<PAGE>
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
<PAGE>
Report of the Directors and
Financial Statements for the Period 1 July 1998 to 31 December 1998
for
THE WYSE GROUP PLC
<PAGE>
THE WYSE GROUP PLC
Index to the Financial Statements
for the Period 1 July 1998 to 31 December 1998
<TABLE>
<CAPTION>
Page
<S> <C>
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
</TABLE>
<PAGE>
THE WYSE GROUP PLC
Company Information
for the Period 1 July 1998 to 31 December 1998
<TABLE>
<S> <C>
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
</TABLE>
Page 1
<PAGE>
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:
<TABLE>
<S> <C>
J S Hall
A E Hall -resigned 4.8.1998
W Fowkes
P C Carroll -appointed 13.8.1998
</TABLE>
The beneficial interests of the directors holding office on 31 December 1998
in the issued share capital of the company were as follows:
<TABLE>
<CAPTION>
1.7.98
or date of
appointment
31.12.98 if later
Ordinary L1 shares
<S> <C> <C>
J S Hall - 49,999
W Fowkes - -
P C Carroll - -
</TABLE>
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
<PAGE>
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
<PAGE>
THE WYSE GROUP PLC
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
------------ -----------
Notes L L
<S> <C> <C> <C>
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
============ ===========
</TABLE>
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
<PAGE>
THE WYSE GROUP PLC
BALANCE SHEET
31 DECEMBER 1998
<TABLE>
<CAPTION>
1998 1998
------------------------- -----------------------
Notes L L L L
<S> <C> <C> <C> <C> <C>
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
=========== ===========
</TABLE>
ON BEHALF OF THE BOARD:
- ----------------------
J S Hall - DIRECTOR
Approved by the Board on
-----------------------
The notes form part of these financial statements
Page 6
<PAGE>
THE WYSE GROUP PLC
CASH FLOW STATEMENT
FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
------------ -----------
Notes L L
<S> <C> <C> <C>
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
========= =========
</TABLE>
The notes form part of these financial statements
Page 7
<PAGE>
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
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
<S> <C> <C>
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
========= ==========
</TABLE>
2. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
<S> <C> <C>
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)
========= ========
</TABLE>
The notes form part of these financial statements
Page 8
<PAGE>
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
<TABLE>
<CAPTION>
Other
non-cash
At 1.7.98 Cash flow changes At 31.12.98
L L L L
<S> <C> <C> <C> <C>
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)
------ --------
------ --------
</TABLE>
The notes form part of these financial statements
Page 9
<PAGE>
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
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 31.6.98
L L
<S> <C> <C>
Management Fees 22,500 22,500
-------- -------
-------- -------
</TABLE>
4. STAFF COSTS
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
<S> <C> <C>
Wages and salaries 175,965 139,464
Social security costs 18,369 13,093
Other pension costs 942 3,250
-------- -------
195,276 155,807
-------- -------
-------- -------
</TABLE>
Page 10
<PAGE>
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:
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
<S> <C> <C>
Administration 16 12
------ ------
------ ------
</TABLE>
5. OPERATING PROFIT
The operating profit is stated after charging/(crediting):
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
<S> <C> <C>
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
------ ------
------ ------
</TABLE>
6. INTEREST RECEIVABLE AND SIMILAR INCOME
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
<S> <C> <C>
Interest Receivable 3,550 268
------ ------
------ ------
</TABLE>
7. INTEREST PAYABLE AND SIMILAR CHARGES
<TABLE>
<CAPTION>
Period Period
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
<S> <C> <C>
Hire Purchase Interest 2,613 -
Loan Interest - 393
Pension Scheme Loan Interest - 983
------ ------
2,613 1,376
------ ------
------ ------
</TABLE>
Page 11
<PAGE>
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:
<TABLE>
<CAPTION>
Period Period
<S> <C> <C>
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
UK Corporation Tax 129.500 16.950
-------- -------
-------- -------
</TABLE>
UK Corporation Tax has been charged at 31% (1998 - 27.30%).
9. DIVIDENDS
<TABLE>
<CAPTION>
Period Period
<S> <C> <C>
1.7.98 1.1.98
to to
31.12.98 30.6.98
L L
Equity shares:
Interim Dividend - 10.000
-------- -------
-------- -------
</TABLE>
10. TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
Fixtures
and Motor Computer
Fittings Vehicles Equipment Totals
----------- ---------- ------------ ---------
L L L L
<S> <C> <C> <C> <C>
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
------- ------- ------- --------
------- ------- ------- --------
</TABLE>
Page 12
<PAGE>
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:
<TABLE>
<CAPTION>
Fixtures
and Motor Computer
Fittings Vehicles Equipment Totals
----------- ---------- ------------ ---------
L L L L
<S> <C> <C> <C> <C>
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
------- ------- ------- --------
------- ------- ------- --------
</TABLE>
11. FIXED ASSET INVESTMENTS
<TABLE>
<CAPTION>
L
<S> <C> <C>
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 -
------- --------
------- --------
</TABLE>
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
<TABLE>
<CAPTION>
%
<S> <C>
Class of shares: holding
Ordinary 100.00
</TABLE>
<TABLE>
<CAPTION>
1998
L
<S> <C>
Aggregate capital and reserves 25,118
-------
-------
</TABLE>
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
<PAGE>
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
<TABLE>
<CAPTION>
%
<S> <C>
Class of shares: holding
Ordinary 100.00
</TABLE>
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
<TABLE>
<CAPTION>
1998 1998
L L
<S> <C> <C>
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
--------- ---------
--------- ---------
</TABLE>
13. CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1998 1998
L L
<S> <C> <C>
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
--------- --------
--------- --------
</TABLE>
Page 14
<PAGE>
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
<TABLE>
<CAPTION> 1998 1998
L L
<S> <C> <C>
Hire Purchase
61,539 -
------ ------
------ ------
</TABLE>
15. LOANS AND OVERDRAFTS
An analysis of the maturity of loans and
overdrafts is given below:
<TABLE>
<CAPTION>
1998 1998
L L
<S> <C> <C>
Amounts falling due within one year or on
demand:
Bank overdrafts - 8,836
Bank loans - 6,320
------ ------
- 15,156
------ ------
------ ------
</TABLE>
16. CALLED UP SHARE CAPITAL
Authorised, allotted, issued and fully paid:
<TABLE>
<CAPTION>
Number: Class: Nominal 1998 1998
value: L L
<S> <C> <C> <C> <C>
50,000 Ordinary L1 50,000 50,000
------ ------
------ ------
</TABLE>
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
<TABLE>
<CAPTION>
1998 1998
L L
<S> <C> <C>
Contracted but not provided for in the
financial statements
20,742 -
------ ------
------ ------
</TABLE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
Inter-Company Balances
Amount Due (to)/from Company
L L
<S> <C> <C>
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
</TABLE>
All transactions were undertaken at arms length and on normal commercial
terms.
21. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
<TABLE>
<CAPTION>
1998 1998
L L
<S> <C> <C>
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
------- -------
------- -------
</TABLE>
Page 16
<PAGE>
THE WYSE GROUP PLC
TRADING AND PROFIT AND LOSS ACCOUNT
FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
<TABLE>
<CAPTION>
Period Period
1.7.98 to 31.12.98 1.1.98 to 30.6.98
--------------------- --------------------
<S> <C> <C> <C> <C>
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
</TABLE>
THIS PAGE DOES NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS
Page 17
<PAGE>
THE WYSE GROUP PLC
TRADING AND PROFIT AND LOSS ACCOUNT
FOR THE PERIOD 1 JULY 1998 TO 31 DECEMBER 1998
<TABLE>
<CAPTION>
Period Period
1.7.98 to 31.12.98 1.1.98 to 30.6.98
------------------ -----------------
L L L L
<S> <C> <C> <C> <C>
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
======== =======
</TABLE>
This page does not form part of the statutory financial statements
Page 18
<PAGE>
Report of the Director and
Financial Statements for the Year Ended 31 December 1998
for
WYSE LEASING LIMITED
<PAGE>
WYSE LEASING LIMITED
Index to the Financial Statements
for the Year Ended 31 December 1998
<TABLE>
<CAPTION>
Page
<S> <C>
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
</TABLE>
<PAGE>
WYSE LEASING LIMITED
COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 1998
<TABLE>
<S> <C>
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
</TABLE>
Page 1
<PAGE>
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:
<TABLE>
<S> <C>
J S Hall
A E Hall - resigned 4.8.1998
</TABLE>
The beneficial interest of the director holding office on 31 December 1998 in
the issued share capital of the company was as follows:
<TABLE>
<CAPTION>
31.12.98 1.1.98
<S> <C> <C>
Ordinary L1 shares
J S Hall - 9,999
</TABLE>
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
<PAGE>
WYSE LEASING LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 1998
<TABLE>
<CAPTION>
1998 1997
----------- -----------
Notes L L
<S> <C> <C> <C>
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
=========== ===========
</TABLE>
The notes form part of these financial statements
Page 4
<PAGE>
WYSE LEASING LIMITED
BALANCE SHEET
31 DECEMBER 1998
<TABLE>
<CAPTION>
1998 1997
---------- ----------
Notes L L
<S> <C> <C> <C>
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
-------- --------
-------- --------
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
1998 1997
L L
<S> <C> <C>
Auditors' remuneration - 900
------- -------
------- -------
Directors' emoluments - -
------- -------
------- -------
</TABLE>
4. INTEREST RECEIVABLE AND SIMILAR INCOME
<TABLE>
<CAPTION>
1998 1997
L L
<S> <C> <C>
Interest Received - 45
------- -------
------- -------
</TABLE>
5. TAXATION
The tax charge on the profit on ordinary
activities for the year was as follows:
<TABLE>
<CAPTION>
1998 1997
L L
<S> <C> <C>
UK Corporation Tax - 9,500
------- -------
------- -------
</TABLE>
UK Corporation Tax was charged at 21.70% in 1997.
6. DIVIDENDS
<TABLE>
<CAPTION>
1998 1997
L L
<S> <C> <C>
Interim Dividend 100,200
------- -------
------- -------
</TABLE>
Page 6
<PAGE>
WYSE LEASING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 1998
7. DEBTORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1998 1997
L L
<S> <C> <C>
Trade Debtors 1,995 7,554
Other Debtors 8,189 78,513
ACT Recoverable 25,050 25,050
-------- --------
35,234 111,117
-------- --------
-------- --------
</TABLE>
8. CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1998 1997
L L
<S> <C> <C>
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
-------- --------
-------- --------
</TABLE>
9. CALLED UP SHARE CAPITAL
<TABLE>
<CAPTION>
Authorised:
Number: Class: Nominal 1998 1997
value: L L
<S> <C> <C> <C> <C>
50,000 Ordinary L1 50,000 50,000
-------- --------
-------- --------
<CAPTION>
Allotted, issued and fully paid:
Number: Class: Nominal 1998 1997
value: L L
<S> <C> <C> <C> <C>
10,000 Ordinary L1 10,000 10,000
-------- --------
-------- --------
</TABLE>
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
<PAGE>
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:-
<TABLE>
<CAPTION>
Amount Inter-Company Balances
Due (to)/from company
L L
<S> <C> <C>
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 -
</TABLE>
Page 8
<PAGE>
EXHIBIT FS-3
SARACEN COMPUTER SYSTEMS LIMITED - DIRECTORS
REPORT AND FINANCIAL STATEMENTS FOR THE 14 MONTHS
ENDED 31ST DECEMBER 1998
<PAGE>
SARACEN COMPUTER SYSTEMS LIMITED
DIRECTORS' REPORT
AND FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED
31st DECEMBER 1998
<TABLE>
<CAPTION>
CONTENTS
Page
<S> <C>
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
</TABLE>
----------------------------------------------------------
MOORE STEPHENS
<PAGE>
- 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
<PAGE>
-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:-
<TABLE>
<CAPTION>
Ordinary shares of
L1 each
1998 1997
<S> <C> <C>
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
</TABLE>
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
<PAGE>
-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.
<PAGE>
-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
<PAGE>
-5-
SARACEN COMPUTER SYSTEMS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE 14 MONTHS ENDED
31ST DECEMBER 1998
<TABLE>
<CAPTION>
1998 1997
NOTES L L
<S> <C> <C> <C>
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
------- -------
------- -------
</TABLE>
There are no recognised gains or losses other than those included in
the profit and loss account.
<PAGE>
-6-
SARACEN COMPUTER SYSTEMS LIMITED
BALANCE SHEET
31ST DECEMBER 1998
<TABLE>
<CAPTION>
NOTES 1998 1997
L L
<S> <C> <C> <C>
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
------ ------
------ ------
</TABLE>
These financial statements were approved by the Board on 25th March 1999.
<PAGE>
-7-
SARACEN COMPUTER SYSTEMS LIMITED
CASH FLOW STATEMENT
FOR THE 14 MONTHS ENDED
31ST DECEMBER 1998
<TABLE>
<CAPTION>
NOTES 1998 1997
L L
<S> <C> <C> <C>
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)
--------- ---------
--------- ---------
</TABLE>
Notes 20, 21 and 22 to the financial statements form part of this statement.
<PAGE>
-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:-
<TABLE>
<S> <C>
Freehold property Nil
Office equipment 10% Straight line
Motor vehicles 25% Straight line
Computers 20% Straight line
</TABLE>
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.
<PAGE>
-9-
SARACEN COMPUTER SYSTEMS LIMITED
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED
31ST DECEMBER 1998
2. DIRECTORS AND EMPLOYEES
<TABLE>
<CAPTION>
1998 1997
L L
<S> <C> <C>
DIRECTORS' EMOLUMENTS
Aggregate emoluments 189905 193218
Company pension contributions to
money purchase schemes 16164 21493
-------- --------
206069 214711
-------- --------
-------- --------
</TABLE>
The number of directors to whom retirement benefits are accruing under
the following schemes are:-
<TABLE>
<CAPTION>
Number Number
<S> <C> <C>
Money purchase schemes 2 4
-------- --------
-------- --------
</TABLE>
STAFF
Staff costs, including directors, during the period were as follows:-
<TABLE>
<CAPTION>
L L
<S> <C> <C>
Wages and salaries 390349 308729
Social security costs 40036 32932
Other pension costs 18671 21493
-------- --------
449056 363154
-------- --------
-------- --------
</TABLE>
The average number of persons employed by the company in the period was:-
<TABLE>
<CAPTION>
Number Number
<S> <C> <C>
Creative 7 7
Administration 2 2
Directors 4 4
-------- --------
13 13
-------- --------
-------- --------
</TABLE>
<TABLE>
<CAPTION>
3. TURNOVER 1998 1997
<S> <C> <C>
L L
Geographical analysis:-
United Kingdom 909222 888680
Rest of Europe 125014 122640
South Africa - 51840
North America 12556 -
-------- --------
</TABLE>
<PAGE>
-10-
SARACEN COMPUTER SYSTEMS LIMITED
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED
31ST DECEMBER 1998
<TABLE>
<CAPTION>
4. OPERATING (LOSS)/PROFIT 1998 1997
L L
<S> <C> <C>
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 ------
</TABLE>
<PAGE>
-11-
SARACEN COMPUTER SYSTEMS LIMITED
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED
31ST DECEMBER 1998
<TABLE>
<CAPTION>
8. TANGIBLE FIXED ASSETS
FREEHOLD OFFICE MOTOR
PROPERTY EQUIPMENT VEHICLES COMPUTERS TOTAL
L L L L L
<S> <C> <C> <C> <C> <C>
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
------- ------ ------- -------- -------
------- ------ ------- -------- -------
</TABLE>
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.
<TABLE>
<CAPTION>
9. STOCKS 1998 1997
L L
<S> <C> <C>
Stocks comprise:
Consumable stock 5724 8024
Work in progress 1600 4850
Computer equipment 4036 7696
----- -----
11360 20570
----- -----
----- -----
</TABLE>
<PAGE>
-12-
SARACEN COMPUTER SYSTEMS LIMITED
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE 14 MONTHS ENDED
31ST DECEMBER 1998
<TABLE>
<CAPTION>
10. DEBTORS 1998 1997
L L
<S> <C> <C>
Trade debtors 243616 212054
Other debtors 167 -
Prepayments and accrued income 35902 34108
------ ------
279685 246162
------ ------
------ ------
</TABLE>
11. BANK LOANS AND OVERDRAFTS
Bank loans and overdrafts are secured by a fixed and floating charge on
the assets of the company.
<TABLE>
<CAPTION>
12. CREDITORS
AMOUNTS FALLING
DUE WITHIN ONE YEAR
1998 1997
L L
<S> <C> <C>
Trade creditors 48289 53058
Other taxation and social security payable 43065 20899
Hire purchase 9727 10423
Accruals and deferred income 220030 143025
------ ------
321111 227405
------ ------
------ ------
<CAPTION>
AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
1998 1997
L L
<S> <C> <C>
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
------ ------
------ ------
</TABLE>
<PAGE>
EXHIBIT FS-4
Information Support Ltd Financial Statement -
31st December 1998
<PAGE>
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
<PAGE>
INFORMATION SUPPORT LTD
FINANCIAL STATEMENTS
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
<TABLE>
<CAPTION>
CONTENTS PAGE
<S> <C>
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
</TABLE>
<PAGE>
PAGE 1
INFORMATION SUPPORT LTD
OFFICERS AND PROFESSIONAL ADVISERS
<TABLE>
<S> <C>
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
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
Class of share At 31 December At 1 April 1998
1998
or later date
of appointment
<S> <C> <C> <C>
Mr R Roach
Mr A Grover Ordinary - 407,013
Mr R Dadd
Mr P Carroll - -
Mr B Reid - -
Mr A Hughes - -
--------- ---------
</TABLE>
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>
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>
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>
PAGE 5
INFORMATION SUPPORT LTD
PROFIT AND LOSS ACCOUNT
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
Note L L
<S> <C> <C> <C>
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)
----------- -----------
----------- -----------
</TABLE>
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>
PAGE 6
INFORMATION SUPPORT LTD
BALANCE SHEET
31ST DECEMBER 1998
<TABLE>
<CAPTION>
Period to Year to
Note 31 Dec 98 31 Mar 98
L L L L
<S> <C> <C> <C> <C> <C>
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
---------- -----------
---------- -----------
</TABLE>
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>
PAGE 7
INFORMATION SUPPORT LTD
CASH FLOW STATEMENT
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L L L
<S> <C> <C> <C> <C>
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)
---------- ----------
---------- ----------
</TABLE>
<PAGE>
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
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L
<S> <C> <C> <C>
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
------------ ---------- ----------
------------ ---------- ----------
</TABLE>
<PAGE>
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>
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:
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L
<S> <C> <C>
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
----------- -----------
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
No. No.
<S> <C> <C>
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
-------- --------
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L
<S> <C> <C>
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
----------
</TABLE>
<PAGE>
PAGE 13
INFORMATION SUPPORT LTD
NOTES TO THE FINANCIAL STATEMENTS
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
8. TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
FIXTURES
FITTING &
EQUIPMENT
L
<S> <C>
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
----------
</TABLE>
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:
<TABLE>
<CAPTION>
31 Dec 98 31 Mar 98
L L
<S> <C> <C>
Aggregate capital and reserves
Capital & reserves (66,059) (43,911)
Profit and (loss) for the year
Results (22,148) (43,913)
</TABLE>
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>
PAGE 14
INFORMATION SUPPORT LTD
NOTES TO THE FINANCIAL STATEMENTS
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
10. STOCKS
<TABLE>
<CAPTION>
31 Dec 98 31 Mar 98
L L
<S> <C> <C> <C> <C>
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
--------- ----------
--------- ----------
</TABLE>
The bank overdraft is secured by fixed and floating charge on the assets of the
company.
<PAGE>
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.
<TABLE>
<CAPTION>
31 Dec 98 31 Mar 98
Land & Other Land & Other
Buildings Items Buildings Items
L L L L
<S> <C> <C> <C> <C>
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
--------- -------- -------- ---------
--------- -------- -------- ---------
</TABLE>
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:
<TABLE>
<CAPTION>
31 Dec 98 31 Mar 98
L L
<S> <C> <C>
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
-------- --------
-------- --------
<CAPTION>
Allotted, called up and fully paid:
31 Dec 98 31 Mar 98
No. L No. L
<S> <C> <C> <C> <C>
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
--------- -------- --------- ---------
--------- -------- --------- ---------
</TABLE>
<PAGE>
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
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L
<S> <C> <C>
(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
--------- ---------
--------- ---------
</TABLE>
17. ULTIMATE PARENT COMPANY
THE ULTIMATE PARENT COMPANY IS INTEGRITY HOLDINGS LIMITED, A COMPANY
REGISTERED IN THE U.S.A.
<PAGE>
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>
PAGE 18
INFORMATION SUPPORT LTD
DETAILED PROFIT AND LOSS ACCOUNT
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L
<S> <C> <C> <C> <C>
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
---------- ----------
</TABLE>
<PAGE>
PAGE 19
INFORMATION SUPPORT LTD
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
PAGE 20
INFORMATION SUPPORT LTD
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
PERIOD FROM 1ST APRIL 1998 TO 31ST DECEMBER 1998
<TABLE>
<CAPTION>
Period to Year to
31 Dec 98 31 Mar 98
L L
<S> <C> <C> <C> <C>
Financial costs: 185,091 -
Provision for doubtful debts 7,691 8,250
--------- --------
Bad debts written off 192,782 8,250
-------- ---------
806,993 601,228
-------- ---------
-------- ---------
</TABLE>
<PAGE>
EXHIBIT FS-5
Premier Group Limited - Directors Report and
Consolidated Financial Statements for the year
ended 31 December 1998
<PAGE>
PREMIER COMPUTER GROUP LIMITED
DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 1998
[LOGO]
<PAGE>
PREMIER COMPUTER GROUP LIMITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1998
<TABLE>
<S> <C>
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
</TABLE>
1
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
AT 31 DECEMBER 1998 AT 31 DECEMBER 1997
ORDINARY SHARES ORDINARY SHARES
NO NO
<S> <C> <C>
PAUL CARROLL - -
MARK HOWELL - 46
WILLIAM REID - 89
</TABLE>
4
<PAGE>
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
<PAGE>
[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
<PAGE>
PREMIER COMPUTER GROUP LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 1998
<TABLE>
<CAPTION>
Note 1998 1997
IRL IRL
<S> <C> <C> <C>
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
------------ -----------
</TABLE>
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
<PAGE>
PREMIER COMPUTER GROUP LIMITED
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 1998
<TABLE>
<CAPTION>
NOTES 1998 1997
ASSETS EMPLOYED IRL IRL
<S> <C> <C> <C>
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
--------- ---------
</TABLE>
The notes on pages 11 to 24 form part of these financial statements.
Mark Howell Paul Carroll
- ------------------------ ----------------------------
Director Director
1 May 1999
- ------------------------
Date
8
<PAGE>
PREMIER COMPUTER GROUP LIMITED
COMPANY BALANCE SHEET AS AT 31 DECEMBER 1998
<TABLE>
<CAPTION>
NOTE 1998 1997
IRL IRL
<S> <C> <C> <C>
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
-------- --------
</TABLE>
The notes on pages 11 to 24 form part of these financial statements.
Mark Howell
- ------------------------------------------
Director
Paul Carroll
- ------------------------------------------
Director
1 May 1999
- ------------------------------------------
Date
9
<PAGE>
PREMIER COMPUTER GROUP LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 1998
<TABLE>
<CAPTION>
NOTE 1998 1997
IRL IRL
<S> <C> <C> <C>
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)
------------ -----------
</TABLE>
10
<PAGE>
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:
<TABLE>
<S> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
1998
IRL
<S> <C>
Republic of Ireland. 3,473,214
United Kingdom. 302,535
----------
3,775,749
----------
</TABLE>
3. LOSS/PROFIT BEFORE TAXATION
The Loss/profit before taxation has been arrived at after charging the
following items;
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
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
--------- --------
</TABLE>
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
<PAGE>
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;
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
Sales 6 5
Administration 9 10
Technical 30 24
----------- ---------
45 39
----------- ---------
<CAPTION>
Staff costs comprised: 1998 1997
IRL IRL
<S> <C> <C>
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
----------- ---------
</TABLE>
5 DIRECTORS' EMOLUMENTS
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
Remuneration and other emoluments 225,064 112,393
Pension costs 14,829 8,743)
---------- ---------
239,892 121,136
---------- ---------
</TABLE>
6 INTEREST RECEIVABLE
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
Interest received and receivable -- 7,484
---------- ---------
</TABLE>
14
<PAGE>
PREMIER COMPUTER GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. INTEREST PAYABLE AND SIMILAR CHARGES
<TABLE>
<CAPTION>
1998 1997
This interest was in respect of: IRL IRL
<S> <C> <C>
Borrowings wholly repayable within five years
- bank loan and overdraft 11,855 20,743
- finance lease 5,111 9,512
--------- -------
16,967 30,255
--------- -------
</TABLE>
8. TAXATION
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
Corporation tax principally at 10% -- 9,000
Overprovision in prior year -- (5,168)
--------- -------
-- 3,382
--------- -------
</TABLE>
No tax liability arises in the current year due to loss relief.
15
<PAGE>
PREMIER COMPUTER GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. TANGIBLE ASSETS
GROUP
<TABLE>
<CAPTION>
IMPROVEMENTS FIXTURES EQUIPMENT SOFTWARE MOTOR TOTAL
TO PREMISES & VEHICLES
FITTINGS
IRL IRL IRL IRL IRL IRL
<S> <C> <C> <C> <C> <C> <C>
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
------------ --------- ---------- ---------- --------- ---------
</TABLE>
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
<PAGE>
PREMIER COMPUTER GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10 FINANCIAL ASSETS
<TABLE>
<CAPTION>
GROUP 1998 1997
IRL IRL
<S> <C> <C>
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
--------
</TABLE>
17
<PAGE>
PREMIER COMPUTER GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. STOCKS
<TABLE>
<CAPTION>
1999 1997
IRL IRL
<S> <C> <C>
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
---------- ---------
</TABLE>
18
<PAGE>
PREMIER COMPUTER GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. CREDITORS (amounts falling due within one year)
<TABLE>
<CAPTION>
1998 1997
GROUP IRL IRL
<S> <C> <C>
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
--------- ---------
</TABLE>
19
<PAGE>
PREMIER COMPUTER GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. SHARE CAPITAL
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
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
--------- ---------
</TABLE>
17. SHARE PREMIUM
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
At 31 December 1998 and 31 December 1997 199,267 199,267
--------- ---------
</TABLE>
18 OTHER RESERVES
<TABLE>
<CAPTION>
GOODWILL TRANSLATION CAPITAL TOTAL
WRITE-OFF RESERVES REDEMPTION IRL
RESERVE IRL RESERVE
IRL IRL
<S> <C> <C> <C> <C>
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)
---------- ----------- ---------- ---------
</TABLE>
19 MINORITY INTEREST
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
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)
---------- ---------
</TABLE>
20
<PAGE>
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:
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
Within one year 1,128 1,692
Between two and five years 2,256 3,384
------- -------
3,384 5,076
------- -------
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
COMPANY %HELD REGISTERED OFFICE PRINCIPLE ACTIVITY
<S> <C> <C> <C>
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
</TABLE>
(a) 13/16 Dame Street, Dublin 2, Ireland
(b) 5 Ashted Lock, Dartmouth Middleway, Birmingham, B7 4AZ
22
<PAGE>
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
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
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
---------- ----------
</TABLE>
26. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
<TABLE>
<CAPTION>
1998 1997
IRL IRL
<S> <C> <C>
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
-------- --------
</TABLE>
23
<PAGE>
PREMIER COMPUTER GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27 ANALYSIS OF NET DEBT
<TABLE>
<CAPTION>
1/1/98 CASH FLOW OTHER NON-CASH 31/12/98
IRL IRL CHANGES IRL
IRL
<S> <C> <C> <C> <C>
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
-------- ------- -------- --------
</TABLE>
28 APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the board on 1 May 1999.
24
<PAGE>
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
<PAGE>
EXHIBIT 2.1
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF BIRDS EYE, INC. DATED AUGUST 7, 1998
<PAGE>
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
<PAGE>
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
<PAGE>
EXHIBIT 2.2
CERTIFICATE OF AMENDMENT OF ARTICLES
OF INCORPORATION OF CULVER CITY STUDIO
RECORDS, INC. DATED DECEMBER 8, 1997
<PAGE>
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.
<PAGE>
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]
<PAGE>
EXHIBIT 2.3
ARTICLES OF INCORPORATION OF CULVER CITY
STUDIO RECORDS, INC. DATED JULY 27, 1977
<PAGE>
[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.
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
<PAGE>
EXHIBIT 2.4
BY-LAWS OF CULVER CITY STUDIO RECORDS, INC.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
EXHIBIT 6.1
SHARE EXCHANGE AGREEMENT BETWEEN
JEREMY S. HALL, THE WYSE GROUP PLC
AND INTEGRITY HOLDINGS, LTD.
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
NAME NO. SHARES % OWNERSHIP
---- ---------- -----------
<S> <C> <C>
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%
---------- -----
---------- -----
</TABLE>
Page 2 of 11
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
EXHIBIT 6.2
DAVID MEYRICK BILLINGE, DEIRDRE JENNIFER
SWINGLER, JOHN DAVID SWINGLER AND INTEGRITY
HOLDINGS LIMITED SHARE SALE AGREEMENT
DATED OCTOBER 1, 1998
<PAGE>
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 [email protected]
REF: MJA/VHT/152.2
SEPTEMBER 1998
<PAGE>
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
<PAGE>
"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,
<PAGE>
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
<PAGE>
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.
<PAGE>
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:
<PAGE>
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.
<PAGE>
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.
<PAGE>
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;
<PAGE>
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.
<PAGE>
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.
<PAGE>
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]
<PAGE>
SCHEDULE 1
VENDOR'S HOLDINGS
VENDORS' NAME AND ADDRESS
<TABLE>
<CAPTION>
NUMBER AND CASH OPTIONS VALUE
DENOMINATION CONSIDERATION SHARES OF
SHARES
<S> <C> <C> <C> <C>
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
</TABLE>
[PAGE 13]
<PAGE>
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]
<PAGE>
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]
<PAGE>
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).
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
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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).
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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
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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)
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<PAGE>
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
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<PAGE>
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).
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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
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<PAGE>
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:
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(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.
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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
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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.
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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
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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.
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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.
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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
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"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]
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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]
<PAGE>
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]
<PAGE>
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]
<PAGE>
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]
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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]
<PAGE>
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
<PAGE>
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.
<PAGE>
SCHEDULE 6
SHAREHOLDERS COVENANTS AND UNDERTAKINGS
<PAGE>
EXHIBIT 6.3
-----------
BUSINESS DATA SYSTEMS LIMITED - AND-
INFORMATION SUPPORT LIMITED - AND -ISL
SOFTWARE SOLUTIONS LIMITED BUSINESS
EXCHANGE AGREEMENT
DATED DECEMBER 2, 1998
<PAGE>
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 [email protected]
REF. MJA/vht/IO0052.4
NOVEMBER 1998
<PAGE>
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
<PAGE>
"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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
SCHEDULE 1
Contracts and Customer List: BDSL Hardware Business Customers
<PAGE>
<TABLE>
<CAPTION>
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A F Cowie Esq BVSc BSc A F Cowie Veterinary
MRCVS Surgery 2 16 Marine Drive Rottingdean BRIGHTON Sussex BN2 7HQ
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<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
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<TABLE>
<S>
R J Leadsom Esq <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
SCHEDULE II
Contracts and Customer List: DataBasics Business Customers
<PAGE>
THE USERS
---------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PRACTICE DETAILS CONTACT TYPE TEL & FAX COMPUTER SYSTEM
OF NUMBER &
PRACTICE INSTALLATION DATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
<PAGE>
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
THE USERS
---------
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
<PAGE>
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICE MASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
<TABLE>
<CAPTION>
THE USERS
---------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PRACTICEMASTER IS A REGISTERED TRADEMARK OF DATABASICS. ALL RIGHTS RESERVED.
PREPARED 2 DECEMBER, 1998
<PAGE>
SCHEDULE III
The Stock
<PAGE>
ISL STOCK TAKE REPORT
SUMMARY SHEET
<TABLE>
<S> <C> <C>
- ---------------------------------------------------
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
----------
</TABLE>
<PAGE>
END OF YEAR STOCK REPORT 26TH NOV 1998
<TABLE>
<CAPTION>
---------------------------------
New Parts Stock
- -----------------------------------------------------------------------------
Stock Unit
Location Description Quantity Cost Value
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
New Parts Stock
Unit
Location Description Quantity Cost Value
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
</TABLE>
BDS Confidential New Parts Stock Report
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
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
<PAGE>
H J Williams Esq Ystwyth Veterinary
BVetMed
BSc MRCVS Group Church Lane Llanbadarn Fawr Aberyswyth Dyfed SY23 3QU
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------
</TABLE>
PAGE 4
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
--------------------
<CAPTION>
CABLES, CONNECTORS
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
<PAGE>
<S> <C> <C> <C> <C>
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
---------------------
</TABLE>
Page 6
<PAGE>
END OF YEAR STOCK REPORT 26TH NOV 1998
<TABLE>
<CAPTION>
Field Spare Stock
Stock Unit
Location Description Quantity Cost Value
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------
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
---------------------
</TABLE>
Page 7
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
New Software Stock
- --------------------------------------------------------------------------------------------------------
Stock
Location Description Quantity Unit Cost Value
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- --------------------------------------------------------------------------------------------------------
</TABLE>
BDS Confidential 26/11/98 Page 8
<PAGE>
<TABLE>
<CAPTION>
END OF YEAR STOCK REPORT 26TH NOV 1998
-------------------------
Field Eng. Stock
- --------------------------------------------------------------------------------------------------------
Stock
Location Description Quantity Unit Cost Value
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
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
<PAGE>
- --------------------------------------------------------------------------------------------------------
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
---------------------------------------
</TABLE>
BDS Confidential 26/11/98 Page 10
<PAGE>
SCHEDULE IV
The service level agreement
<PAGE>
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 - [email protected].
-----------------------------------------
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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] )
<PAGE>
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,
<PAGE>
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
<PAGE>
EXHIBIT 6.4
PREMIER COMPUTER GROUP LIMITED -AND-
INTEGRITY HOLDINGS LIMITED SHARE SALE AND
PURCHASE AGREEMENT
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
INDEX TO CLAUSES PAGE NUMBERS
- ---------------- ------------
<S> <C>
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
</TABLE>
<PAGE>
This Agreement is dated the day of December 1998
and made between:
<PAGE>
"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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
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<PAGE>
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
<PAGE>
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
<PAGE>
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.
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<PAGE>
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
<PAGE>
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
<PAGE>
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.
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<PAGE>
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
<PAGE>
SCHEDULE 1
Vendor's Particulars
<TABLE>
<CAPTION>
Vendors names and addresses Number of Properties of
Shares held Purchase Consideration
Cash - Shares
<S> <C> <C> <C>
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.
</TABLE>
18
<PAGE>
Vendor's Particulars
<TABLE>
<CAPTION>
Vendors names and addresses Number of Properties of
Shares held Purchase Consideration
Cash - Shares
<S> <C> <C> <C>
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
-----------------------------------
</TABLE>
19
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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,
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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
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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
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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.
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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.
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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.
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(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,
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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
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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
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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.
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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.
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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.
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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
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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.
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(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].
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(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.
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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.
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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.
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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:-
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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
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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;
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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).
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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.
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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.
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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
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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
<PAGE>
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
<PAGE>
IN WITNESS whereof this Deed has been duly executed on the date shown at the
beginning of this Deed.
59
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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66
<PAGE>
15. EMPLOYEES
PAYROLL SCHEDULE
<TABLE>
<CAPTION>
PREMIER GROUP SALARY CAR ALLOWANCE TOTAL
- ------------- ------ ------------- -----
<S> <C> <C> <C>
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
</TABLE>
67
<PAGE>
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68
<PAGE>
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69
<PAGE>
PROGRESS SYSTEMS LIMITED
PENSIONS LISTING - MONTHLY CONTRIBUTIONS
<TABLE>
<CAPTION>
EMPLOYEE GROSS SCHEME ERS EES TOTAL
MONTHLY
SALARY
<S> <C> <C> <C> <C> <C>
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
</TABLE>
- -------------------------
[VENDORS]
WE HEREBY ACCEPT THE WITHIN DISCLOSURES.
DATED THE [ ], 19[ ]
/s/ Paul Caroll
- -------------------------
[PURCHASER]
70
<PAGE>
EXHIBIT 6.5
AXON VETERINARY LIMITED PROGRESS SYSTEMS
LIMITED INFORMATION SUPPORT LIMITED BUSINESS
SALE & PURCHASE 26TH MARCH 1999
<PAGE>
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
<PAGE>
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.
<PAGE>
DUNDAS
& WILSON
DATED 26 MARCH 1999
AXON VETERINARY LIMITED
AND
PROGRESS SYSTEMS LIMITED
AND
INFORMATION SUPPORT LIMITED
----------------------------------
BUSINESS SALE AND PURCHASE AGREEMENT
----------------------------------
<PAGE>
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
<PAGE>
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
<PAGE>
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;
<PAGE>
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
<PAGE>
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.
<PAGE>
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;
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
SCHEDULE 1
THE CONTRACTS
<TABLE>
<CAPTION>
PARTIES DATE DESCRIPTION
<S> <C> <C>
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
</TABLE>
<PAGE>
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.
<PAGE>
SCHEDULE 3
CONSIDERATION
<TABLE>
<S> <C>
Goodwill L1
Stock L5,000
Fixed Assets L10,000
Intellectual Property Rights L254,999
Contracts Nil
</TABLE>
<PAGE>
SCHEDULE 4
THE EMPLOYEES
<PAGE>
AXON VETERINARY LTD
SALARY DETAILS - FINANCIAL YEAR COMM 1 NOV 1998
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Name Job Title Salary Car Comm Other Pension Started Employer
- ---------------------------------------------------------------------------------------------------------------------------
L L L L L
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
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 ?
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
SCHEDULE 7
THE CUSTOMER LIST
<PAGE>
<TABLE>
<CAPTION>
Month and
DS NO. NAME Amount OS TYPE
- ------- ---- --------- -- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
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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
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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
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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
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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
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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
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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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
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
<CAPTION>
<S> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
DUNDAS
& WILSON
ASSIGNATION
BY
XTRAVET LIMITED
IN FAVOUR OF
PROGRESS SYSTEMS LIMITED
-------------------------------------------------
RE: INTELLECTUAL PROPERTY RIGHTS AND OTHER ASSETS
-------------------------------------------------
<PAGE>
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;
<PAGE>
-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.
<PAGE>
-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
<PAGE>
ASSIGNATION
By
XTRAVET LIMITED
in favour of
PROGRESS SYSTEMS LIMITED
--------------------------
re: Intellectual Property Rights and other rights
--------------------------
<PAGE>
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
<PAGE>
-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
<PAGE>
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.
<PAGE>
(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
<PAGE>
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.
<PAGE>
-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.
<PAGE>
-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
<PAGE>
-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
<PAGE>
-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.
<PAGE>
(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
<PAGE>
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.
<PAGE>
-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
<PAGE>
-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;
<PAGE>
-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.
<PAGE>
-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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
[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]
- ---------------------------------
<PAGE>
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
<PAGE>
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
<PAGE>
[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
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<PAGE>
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
<PAGE>
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
----------------------------
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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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
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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
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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
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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
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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
<CAPTION>
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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
</TABLE>
<PAGE>
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 [email protected]
--------------------
REF: MJA/VHT/I00052.5
MARCH 1999
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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;
<PAGE>
EXHIBIT 6.6
SAMPLE OF INTEGRITY HOLDINGS LTD. COMMON
STOCK OPTION AGREEMENT
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
EXHIBIT 6.7
STATEMENT OF PARTICULARS OF EMPLOYMENT UNDER SECTION 1 OF THE
EMPLOYMENT RIGHTS ACT 1996 FOR PAUL CARROLL
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
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