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                         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




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                                                                                            =:
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                   >         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



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SIGNED         by        the       said   REGINALD    THOMAS         )
FIRTH         in        the    presence      cf:-                    )


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