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                                                                              320603

  DATED                            /   Aug wt                   2003




               (1)     PHILIP HENRY LING

               (2)     PHL SERVICES LIMITED




                            SHARE SALE AGREEMENT




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                                                                 wEQPN2NPSX      0048
                                                         £05
                                                      COMPANIES HOUSE         2208/08
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                                                         CONTENTS


Description                                                                                                       Page Number

1.     INTERPRETATION...                 cc eececesescseerecseeeseceeeceessseaeesesseneenssesnecsaseenecacsennsenssesesanes 3

2.    AGREEMENT            FOR SALE....0....ccccsscceessecsssenesenseneseeeeesecstaessaeeteneseserassaeeraasrees 4

3.     PURCHASE CONSIDERATION...........c:ccsccsesessenersesssseersaeeeeneseeneseseseeeesnerees 4

4.     COMPLETION 2...               eee eccsesceceseeseceecansassesenessesesssecsenensssesesaesstenteseeseseeeeesaneese 4

5.    WARRANTIES BY THE VENDOR jo                                   ec ctesceeeaeeeerseeeeeceeessacenaseaeeneanees 5

SCHEDULE 14 occ ceeccceescsseesceeeseeseseseecessseacsesenessseseasasaesasesececessorsettsseasseseseanenges 6

     Vendor's holdings and Consideration .........ccsssscsccseesseceseeersescasssesseeteceessensessneeneseeteeearees 6




                                                              i
THIS AGREEMENT ismadethe                     {|        dayof            Agus ia

BETWEEN


 (1)   “the Vendor":                         Philip    Henry     Ling     of the    Old   Fai
                                             Green, Berkshire, RG10 8NT


(2)    "the Purchaser”:                      PHL      Services    Limited      (registered       number         03206803)
                                             whose      registered      office is at The         Rise, 5 Carrwood,
                                             Avenue, Bramhall, Cheshire, SK7 2PX.
WHEREAS:


The Vendor is the holder of 40,000 Ordinary Shares of £1.00 each in the capital of the
Company (the "Sale Shares").


WHEREBY IT IS NOW AGREED AS FOLLOWS


1.     INTERPRETATION

       14     in this agreement        the following         words      and    expressions       have     the following
              meanings:

               "Company"                            means      Renishaw         Properties      Limited         (registered
                                                    number       03560990) whose          registered office is at
                                                    Princess     House,       122 Queen         Street, Sheffield S1
                                                    2DW;

               "Consideration Shares"               means the 40,000 Ordinary Shares of £1.00 each
                                                    of the Purchaser to be allotted and issued credited
                                                    as fully paid by the Purchaser to the Vendor as
                                                    consideration for the Sale Shares;


       1.2    Any      reference   in this        agreement      to the       "Vendor"    includes        his     personal
              representatives.


       1.3    Clause headings in this agreement are for ease of reference only and do not
              affect the construction of any provision.
1.4    Expressions in the singular shail include the plural and vice versa and in the
       masculine       shall     include   the   feminine     and     vice   versa     and     references      to
       persons shall include corporations and vice versa.

15     References to recitals, clauses and schedules are references to recitals and
       clauses of and schedules to this agreement.

1.6    The Schedules form part of this agreement.


AGREEMENT       FOR SALE

2.4    Subject to the terms and conditions of this agreement, the Vendor shall sell
       with full title guarantee and the Purchaser shall purchase the Sale Shares,
       with   all rights       attaching    to them    and     with    effect   from     the    date     of this
       agreement.


2.2    The Vendor hereby consents to, and waives all rights of pre-emption under
       the Company's articles of association or otherwise in respect of the purchase
       by the Purchaser of the Sale Shares on the terms contained herein.

2.3.   The Purchaser shall not be obliged to complete the purchase of any of the
       Sale   Shares       unless the purchase         of all of the Sale         Shares       is completed
       simultaneously.

PURCHASE      CONSIDERATION

       The purchase consideration for the Sale Shares shall be the Consideration
       Shares    in the        amounts     set   opposite    the    Vendor's    name         in column     3   in
       Schedule 1.

COMPLETION

41     Completion of the purchase of the Sale Shares shall take place at
       Ale OW Faron beuse Gch See Crea.                                          Revhs RE-10 9 vy
       immediately after the signing of this agreement.

       The    Vendor     shail    deliver to the      Purchaser       a duly    completed       and    signed
       transfer in favour of the Purchaser                  of the Sale Shares          together with the
       relevant share certificate(s).
        4.3.      The Vendor shail procure that a board meeting of the Company shall be held
                  at which the transfer referred to in clause 4.2 shall be approved (subject to
                  stamping).

        4.4       Upon completion of the matters referred to in clauses 4.2 to 4.3 the Purchaser
                  shall allot and issue to the Vendor the Consideration Shares.

5.      WARRANTIES        BY THE VENDOR

        5.1       The Vendor warrants to the Purchaser that the Sale Shares held by him will
                  be sold free of charges, liens or other encumbrances.


IN WITNESS whereof the parties hereto have signed this agreement the day and year first
before written.
                                   SCHEDULE    1

                        Vendor's holdings and consideration


    Vendor's name and       Holding of Sale          Consideration Shares
          address               Shares                   to be allotted

Philip Henry Ling               40,000                        40,000
The Old Farmhouse
Cockpole Green
Berkshire
RG10 8NT
SIGNED      by   the   above   named   PHILIP
HENRY LING:




SIGNED by

for and on behalf of the above named
PHL SERVICES LIMITED: