09:48     AV CONCEPT HOLD<00595> - Announcement & Resumption (4)              

    If a Liquidity Event occurs after the second anniversary of               
    Initial Closing and no Extension Fee has been paid, the Final             
    Closing BreconRidge Shares to be issued at Final Closing will             
    be 9 million common shares of BreconRidge (subject to                     
    adjustment). The Warrant will also be deemed to be exercised              
    by AVCC upon Final Closing and BreconRidge shall issue the                
    BreconRidge Warrant Shares to AVCC. In such case, the Total               
    Consideration Shares to be issued by BreconRidge to AVCC will             
    be 16.5 million common shares of BreconRidge (subject to                  
    adjustment).                                                              
                                                                              
    Based on the number of common shares of BreconRidge in issue              
    as at the date of the Agreement and assuming the occurrence of            
    a Liquidity Event on the third anniversary of 30 June 2005,               
    the Total Consideration Shares would represent approximately              
    18.3% of the issued common share capital of BreconRidge as                
    enlarged by the issue of the Total Consideration Shares and               
    approximately 8.2% of the common share capital of BreconRidge             
    as further enlarged by the full exercise/conversion of the                
    BreconRidge Convertibles.                                                 
                                                                              
    If the fair market value of the Total Consideration Shares as             
    at the date of the Liquidity Event is less than US$22 million,            
    BreconRidge will pay to AVCC the difference between the fair              
    market value of the Total Consideration Shares and US$22                  
    million in cash or, if AVCC so elects, wholly or partly by                
    issuing additional shares of BreconRidge at the then market               
    value of such shares. In the event that AVCC elects to receive            
    additional shares of BreconRidge, the Company will comply with            
    the relevant Listing Rules in respect of such acquisition by              
    that time. No payment will be required to be made by AVCC if              
    the fair market value of the Total Consideration Shares as at             
    the date of the Liquidity Event is US$22 million or more.                 
                                                                              
    Occurrence of a Change of Control Event after Initial Closing             
    and before the occurrence of a Liquidity Event                            
    Upon the notification of a Change of Control Event after                  
    Initial Closing and before the occurrence of a Liquidity Event,           
    AVCC may elect to:                                                        
                                                                              
    (i)    proceed to Final Closing, i.e. exercising the Warrant              
    and disposing of the remaining 50% interest in AV Chaseway to             
    BreconRidge and receive the Total Consideration Shares (being             
    15 million common shares of BreconRidge (subject to adjustment)           
    if the Change of Control Event takes place within 2 years                 
    after Initial Closing or if the Change of Control Event takes             
    place after the second anniversary of Initial Closing and the             
    Extension Fee has been paid by BreconRidge; or 16.5 million               
    common shares of BreconRidge (subject to adjustment) if the               
    Change of Control Event takes place after the second                      
    anniversary of Initial Closing and no Extension Fee has been              
    paid by BreconRidge); or                                                  
                                                                              
    (ii)    exit the transaction contemplated under the Agreement             
    (i.e. transfer of the First Tranche Shares from BreconRidge to            
    AVCC and termination of the Warrant) by issuing an Exit Notice;           
    or                                                                        
                                                                              
    (iii) continue to wait for the possible occurrence of a                   
    Liquidity Event.                                                          
                                                                              
    If AVCC issues an Exit Notice under the above circumstances,              
    BreconRidge may within 15 business days elect to proceed to               
    Final Closing by paying cash to AVCC as the aggregate                     
    consideration for the First Tranche Shares and the Second                 
    Tranche Shares. Such cash payment shall be in the amount of               
    US$20 million if the Change of Control Event takes place                  
    within 2 years after Initial Closing or if the Change of                  
    Control Event takes place after the second anniversary of                 
    Initial Closing and the Extension Fee has been paid by                    
    BreconRidge; or US$22 million if the Change of Control Event              
    takes place after the second anniversary of Initial Closing               
    and no Extension Fee has been paid by BreconRidge. In such                
    case, AV Chaseway would become a wholly owned subsidiary of               
    BreconRidge and AVCC would not hold any shares in BreconRidge.