EXHIBIT 10.5 This agreement is dated 21st Feb 2002 BETWEEN The Vendors John Joseph Carroll and Elizabeth Ann Carroll of The Coach House Wren Court Bridingbury Nr Rugby CV23 8EW and Derek Andrew Carroll and Suzette Carroll of Stonewood Cottage...

                                                                    EXHIBIT 10.5

This agreement is dated 21st Feb 2002

BETWEEN

The Vendors    Xxxx Xxxxxx Xxxxxxx and Xxxxxxxxx Xxx Xxxxxxx
               of Xxx Xxxxx Xxxxx Xxxx Xxxxx
               Xxxxxxxxxxx Xx Xxxxx XX00 0XX

               and

               Xxxxx Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx
               of Xxxxxxxxx Xxxxxxx Xxxxxxxxx
               Xxxxx Xxxxxxxxxxxx XX00 0XX

The Purchaser  Warminster Systems Limited
               of 00-00 Xxxxxxxx Xxxxxxx Xxxxxx
               Xxxxxxxxxx Xxxxxxxxx XX00 0XX

WHEREAS the parties entered into an agreement for the sale of the Vendors'
shares in Automative Information Control Systems (UK) Limited (the Company) on
28 June 2001 and the vendors agreed to accept in payment of their shares in the
Company 76924 shares in Auto-Q International Inc (Auto-Q)

NOW IT IS HEREBY agreed that the completion of the acquisition of the shares
held by the Vendors in the Company is contingent on the listing of the common
shares of Auto-Q on the OTC Bulletin Board of Nasdaq

Signed by the said Xxxxxxxxx Xxx Xxxxxxx)         /s/ X. X. Xxxxxxx
in the presence of:-                    )
/s/ [SIGNATURE ILLEGIBLE]

Signed by the said Xxxxxxx Xxxxxxx      )         /s/ X. Xxxxxxx
in the presence of:-                    )
/s/ [SIGNATURE ILLEGIBLE]

Signed by the said Xxxxx Xxxxxx Xxxxxxx )         /s/ X. X. Xxxxxxx
in the presence of:-                    )
/s/ [SIGNATURE ILLEGIBLE]

Signed by the said Xxxx Xxxxxx Xxxxxxx  )         /s/ X. X. Xxxxxxx
in the presence of:-                    )
/s/ [SIGNATURE ILLEGIBLE]