9.1

Each party hereto represents and warrants to, and covenants with the other parties that:-

(a)

the party has been duly incorporated or created and is validly subsisting and in good standing under the laws of jurisdictions of its incorporation;

(b)

the party has all requisite power authorizing and has been duly authorized to executed and consummate this Shareholders Agreement;

(c)

this Shareholder Agreement has been duly approved and authorized, executed and delivered by the party and constitutes a valid, binding and enforceable obligation of the party, enforceable against it in accordance with its terms and no other corporate action on the party of the party is necessary to approve this Agreement or for the party perform its obligations hereunder;

(d)

the consummation of the transactions contemplated by this Agreement on the part of Party will not violate any provision of nor constitute a default under, nor give rise to a power to cancel any charter, mortage, deed of trust or any lien, lease, agreement, license, permit, evidence of indebtedness, restriction, or other contract to which it is a party or to which it is bound which violation, default or power has not been waived;

(e)

the party shall adhere to the provisions of the Transfer Scheme;

(f)

All the consents or approvals or fillings or registrations with any governmental authority or third party necessary in connection with the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder have been taken;

9.2

BSES has agreed to provided to COMPANY on an ongoing basis proper professional management and support and for this purpose BSES shall be bound by the representation given by BSES in the Bid Documents (which shall have the same meaning as specified in the Share Acquisition Agreement.)

9.3

BSES and Holding Company shall be bound by the representations and warranties given by them in the Share Acquisition Agreement dated May 31st, 2002 and/or in the Bid Documents.

9.4

For the purpose of this Agreement the terms Bid Documents shall have the same meaning as in the Share Acquisition Agreement.