09:43     KARCE INTL HOLD<01159>-Announcement&Resumption of Trading-3         

    Agreements pursuant to the Listing Rules.                                 
                                                                              
    (g)     Ascalade Inc. shall have executed, delivered and performed        
    all agreements and documents on its part to be performed and              
    shall deliver a certificate as of the time of completion                  
    certifying that all representations and warranties as contained           
    therein are true and correct.                                             
                                                                              
    (h)     All necessary steps and proceedings as reasonably required        
    by the Group shall have been taken to permit the allotment and            
    issue of the relevant Ascalade Inc. Shares to the Group.                  
                                                                              
    (i)     Ascalade Inc. shall have executed and delivered to the Group      
    all documents, agreements or certificates as reasonably required          
    for the purpose of effecting the allotment and issue of the               
    relevant Ascalade Inc. Shares.                                            
                                                                              
    If any of the above conditions have not been fulfilled or waived          
    in writing by the Group or Ascalade Inc. (as the case may be)             
    prior to completion of the Assignment and Share Subscription              
    Agreement, the Group or Ascalade Inc. (as the case may be) may            
    rescind the Assignment and Share Subscription Agreements by               
    written notice to the other parties and, in such event, all               
    parties shall be released from all obligations contained                  
    thereunder. The Group does not intend to waive any of the above           
    conditions as at the date of this announcement.                           
                                                                              
    Completion:                                                               
                                                                              
    Completion shall take place on or before 30 April, 2005 or such           
    other date as the parties agreed in writing. There is no                  
    termination provision contained in the Assignment and Share               
    Subscription Agreements to terminate the same save as the right           
    to rescind the Assignment and Share Subscription Agreements due           
    to non fulfillment of the conditions as mentioned above.                  
                                                                              
    THE ASSIGNMENT AND UNIT SUBSCRIPTION AGREEMENTS                           
                                                                              
    Date:                                                                     
                                                                              
    28th February, 2005 (Canadian time i.e. 1st March, 2005 Hong              
    Kong time)                                                                
                                                                              
    Parties:                                                                  
                                                                              
    (a)     the advances assignment agreement                                 
                                                                              
    1.      T&S                                                               
                                                                              
    2.      ACL                                                               
                                                                              
    3.      Ascalade Communications                                           
                                                                              
    4.      Ascalade Inc.                                                     
                                                                              
    (b)     the unit subscription agreement                                   
                                                                              
    5.      Dragon                                                            
                                                                              
    6.      Ascalade Inc.                                                     
                                                                              
    The subject transaction:                                                  
                                                                              
    The Group has agreed to sell and assign the Karce Advances to             
    Ascalade Inc. in consideration for the issuance of Units to the           
    Group. The number of Units to be issued shall be calculated               
    accordingly to the following formula:                                     
                                                                              
    E       =       (FxG)/H                                                   
                                                                              
    E       =       the number of Units to be issued