(a) There shall be no material change prior

to settlement in the balance sheet

shown in Clause 7 other than that

arising from normal day to day trading

activities.

(b) No material changes in the operation of

RTV or HTL will occur between the date

of this document and settlement.

(c)

(a)

No assets of RTV or HTL will be pledged

prior to settlement.

No liabilities other than those arising

from normal, day to day trading

activities will be incurred by RTV or

HTL between the said dates without the

prior approval in writing of CC.

(e) The shares to be transferred are not

and will not at settlement be subject

to any encumbrances whatsoever.

(£)

RTV and HTL do not have and will not at

settlement have any contingent

liabilities which have not previously

been disclosed to CC nor shall they

incur any such liabilities without the prior approval in writing of Cc.

(g) The whole of the assets of RTV and HTL

shall be unencumbered at

settlement,

including by the discharge of the

Mortgage dated 7th December 1978 to the

Chartered Bank to secure Hong Kong $17

million.

9 -

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