09:48     AV CONCEPT HOLD<00595> - Announcement & Resumption (3)              

    AVCC will not nominate any representative to the board of                 
    directors of BreconRidge. Pursuant to the Agreement, AVCC has             
    the right to appoint an observer to attend all meetings of the            
    board of directors of BreconRidge from the date of the                    
    Agreement until the Warrant is exercised, terminated or ceases            
    to have any effect.                                                       
                                                                              
    Occurrence of a Liquidity Event and Final Closing                         
    It is the intention of the parties that a Liquidity Event                 
    should occur within 2 years after Initial Closing. Upon the               
    notification by BreconRidge to AVCC of the anticipated                    
    occurrence of a Liquidity Event, the parties shall proceed                
    with Final Closing on or before the completion of the                     
    Liquidity Event.                                                          
                                                                              
    Final Closing                                                             
    Upon Final Closing, AVCC will further dispose of the Second               
    Tranche Shares (representing the remaining 50% of the entire              
    issued share capital of AV Chaseway) to BreconRidge. AV                   
    Chaseway will then be wholly owned by BreconRidge.                        
                                                                              
    The consideration for the sale of the First Tranche Shares and            
    the Second Tranche Shares by AVCC to BreconRidge as well as               
    the form of such consideration (common shares of BreconRidge              
    and/or cash) may vary depending on the event triggering Final             
    Closing as well as the timing of such event. Please refer to              
    the following paragraphs for details.                                     
                                                                              
    If a public offering of shares of BreconRidge takes place and             
    AVCC is required to comply with certain mandatory obligations             
    in respect of its ownership of shares of BreconRidge                      
    (including but not limited to escrow obligations and                      
    restriction of sale) under any laws or regulations in relation            
    to such public offering of shares, AVCC has agreed to comply              
    with such obligations.                                                    
                                                                              
    If a Liquidity Event occurs on or before the second                       
    anniversary of Initial Closing or if a Liquidity Event occurs             
    after the second anniversary of Initial Closing and the                   
    Extension Fee has been paid                                               
                                                                              
    If a Liquidity Event occurs within 2 years after Initial                  
    Closing or if a Liquidity Event occurs after the second                   
    anniversary of Initial Closing and the Extension Fee has been             
    paid prior to the second anniversary of Initial Closing, the              
    Final Closing BreconRidge Shares to be issued at Final Closing            
    will be 7.5 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 15 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 second anniversary of 30 June 2005,              
    the Total Consideration Shares would represent approximately              
    16.9% of the issued common share capital of BreconRidge as                
    enlarged by the issue of the Total Consideration Shares and               
    approximately 7.8% 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$20 million,            
    BreconRidge will pay to AVCC the difference between the fair              
    market value of the Total Consideration Shares and US$20                  
    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$20 million or more.                 
                                                                              
    If a Liquidity Event occurs after the second anniversary of               
    Initial Closing and no Extension Fee has been paid