. | ase OA O DATED Han Rrbernbey 1995 ASHES GROUP LIMITED (1) MESSRS. A. G. FISE and 2. T. FIRTH (2) Ashes Group Limited =) Bl ER ELD 13 STATION STREET - HUDDERSFIELD COMPAN HOUSEIE Ta] S. O15 IAT + HD1 ILY . TELEPHONE (0484) 519519 SOLICITORS TELEX $17608 BAXCO G : FAX (0484) 518085 = - OX 712955 HUDDERSFIELD THIS AGREEMENT is made wo =: - ives ive} wy & BETWEEN: ~ > Tne persons whese names and addresses are bo Companies 2 ith number 2 shares £3 t fo owhich NOW IT IS HEREBY AGREED as Zollows:- Exchange of Shares (1) Forthwith upon the execution of thi s my the Vendors with iull title quarantee shail transfer to the Company or its nominees all of the shares in Print City registered in his name free from all liens charges and encumbrances and together with all rights attaching thereto at the date hereof. (2) The consideration for the transfer of shares agreed to be made pursuant to sub-clause (1) of this clause shall be the allotment to each of the Vendors of such number of ordinary shares of £1 each in the capital of the Company credited as fully paid as is set opposite in column 3 of the Schedule. the name of that Vendor o ntion Compie purchase of ‘shares nerebv agreed Complecion of the sale and 2. place ab tn¢ offices of Messrs to be made shall take (a) (B) néders the number of in the capital of the each allotted pursuanc Co clause paid; the entry cf each of the the Company shall procure (c) Ss passed the transfers of shaii cause to be (a4) the Venders to be made pursuant =o shares of Print City agreed the to the same being duly this Agreement (subject aforesaid) shall authorise and (subject as stamped) its nominees to be entered name of the Company or the the of Print City as the Register of Members in of shares and the issue holder of such registered appropriate share certificates. Proper Law 3. The construction validity and performance of this Agreement shall be governed bv s hereto hereby submit Interpretaticn 4 (L} ALL refarances to clauses and sub-clauses are £0 SCHEDULE Name Shares Shares in Print City in the Company Alan George Fish Smith Barn Cottage High Flatts “ Huddersfield HDS 8xU 25 2,000 Reginald Thomas Firth 15 Lulworth Crescent Whitkirk Leeds West Yorkshire LS15 8PA 25 2,000 SIGNED by MICHEAL JOSEPH BRENNAN on) behalf of ASHES GROUP LIMITED duly ) authorised in the prasence of:- ) Revue fer Cauthetel Hutahor~e Padcerstel d SIGNED in the sv the soresence said ALAN of:- GECEGZ PISH) ) ACF TT ae re fee (Ke - Do calles B_ / Barty Grtthola Mehr, Hirckde fu peta SIGNED by the said REGINALD THOMAS ) FIRTH in the presence cf:- ) (fake Oe Le tole Barty Couttreld Sick» Hudcers prord