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AgCert Intl PLC (AGC)


Tuesday 03 January, 2006

AgCert Intl PLC

Regarding XL TechGroup Inc.

AgCert International PLC
03 January 2006

                      AgCert International plc ('AgCert')
                             Re XL TechGroup, Inc.

AgCert (AGC.L), a leader in the production and sale of agriculturally derived
greenhouse gas emission reductions, notes the announcement made earlier today by
XL TechGroup, Inc. ('XL Tech'), the main body of which is reproduced below.

The matters referred to below regarding XL Tech's holding in AgCert represents
a minor variation to the lock-in agreement dated 3 June 2005 (the 'Lock-in
Agreement') relating to shares in AgCert. All parties to the Lock-in Agreement
have formally consented to such variation and Laurus has agreed to accept the
same obligations as XL Tech under the Lock-in Agreement.

'XLTechGroup secures US$35 million borrowing facility

XL TechGroup (AIM: XLT), the systematic architect and builder of an ongoing
stream of high value new companies, today announces it has arranged a borrowing
facility of up to US$35 million with Laurus Master Fund Ltd ('Laurus'), a New
York based institutional equity fund that specialises in making direct
investments in growing public companies. The facility is secured principally
against XL TechGroup's private and public equity assets, including its 27.2%
shareholding in AgCert International plc ('AgCert'), which is listed on the
London Stock Exchange.

Under the terms of the arrangement, XL TechGroup has unrestricted access to
US$25 million to fund its working capital requirements, with a further US$10
million available when XL TechGroup portfolio companies, TyraTech LLC and DxTech
LLC, achieve certain financial milestones. The facility is due for repayment in
three years and has a variable interest rate, which is currently 9.75 per cent,
being 2.5 per cent over the US Prime Rate.

Laurus has been granted a seven year option to invest up to a total of US$7
million (being 20% of the borrowing facility) in buying shares held by XL
TechGroup in any of its portfolio companies. In this regard, Laurus has the
option to acquire AgCert shares held by XL TechGroup at a 5% premium to the
AgCert share price as at 30 December 2005, or the option to acquire shares in
any XL TechGroup portfolio company that seeks a stock market listing, at a 20%
discount to the then IPO price. From 30 June 2006, Laurus is also entitled on an
annual basis to receive either cash or additional AgCert shares from XL
TechGroup with a value equivalent to 6 per cent of the outstanding principal
under this facility, calculated in relation to the AgCert share price at that

There are no conditions that would require XL TechGroup to provide additional
security in the event of a fall in the AgCert share price, or to surrender any
AgCert shares, save for a loan default. Laurus has agreed to be restricted by
the terms of the lock-in agreement entered into between XL TechGroup and AgCert
on 3 June 2005, on any AgCert shares that may be due to it under the terms of
this financing arrangement.'

AgCert media enquiries:
Liz Morley/Brian Hudspith               Tel office: +44 (0)20 7379 5151

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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