SC 13D/A

SCHEDULE 13D/A

  CUSIP No. 098529 30 8     Page 1 of 5 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Bonso Electronics International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

098529 30 8

(CUSIP Number)

Anthony So Hung Gun

c/o Bonso Electronics International Inc.

Unit 1404, 14/F, Cheuk Nang Centre

9 Hillwood Road, Tsimshatsui

Kowloon, Hong Kong

(852) 2605 5822

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 19, 2011 (effective as of March 31, 2011)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  q

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

  CUSIP No. 098529 30 8     Page 2 of 5 Pages

1	NAME OF REPORTING PERSON Anthony So Hung Gun S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨  (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada citizen
NUMBER OF		7	SOLE VOTING POWER 2,432,270 (See Notes 1 and 2)
SHARES BENEFICIALLY OWNED		8	SHARED VOTING POWER 0
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 2,432,270 (See Notes 1 and 2)
PERSON WITH		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,432,270 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0% (See Note 3)
14	TYPE OF REPORTING PERSON (See Instructions) IN

Note 1.  Includes 1,143,421 shares of common stock owned of record by a corporation that is wholly owned by a trust of which Mr. So is the sole beneficiary.

Note 2.  Effective March 31, 2011, John Stewart Jackson, IV sold 455,575 shares of $.003 par value (the "Common Stock"), of Bonso Electronics International Inc. (“Bonso” or the “Issuer”) in a private sale of stock to Anthony So, Bonso’s Chairman and Chief Executive Officer for gross proceeds of One Million One Hundred Thirty Eight Thousand Nine Hundred Thirty Seven Dollars and Fifty cents (USD$1,138,937.50), or $2.50 per share.

Note 3.  The number of shares outstanding is 5,246,903 shares, with 5,577,639 total number of shares issued which includes 330,736 shares in treasury. This calculation is based upon the number of shares issued of 5,577,639.

Item 1. Security and Issuer

This Statement relates to the Common Stock, $.003 par value (the "Common Stock"), of Bonso. Bonso's address is Universal Industrial Centre, 23-25 Shan Mei Street, Fo Tan, Sha Tin Town, N.T., Hong Kong.

Item 2. Identity and Background

(a)  The name of the person filing this statement on Schedule 13D is Anthony So Hung Gun (“Mr. So or the “Reporting Person”).

(b)  The business address of Anthony So is as follows:

Anthony So Hung Gun

c/o Bonso Electronics International Inc.

Unit 1404, 14/F, Cheuk Nang Centre

9 Hillwood Road, Tsimshatsui

Kowloon, Hong Kong

(c)  Mr. So is the Issuer’s Chairman of the Board, Chief Executive Officer and Director, President and Treasurer.

(d)(e) During the last five years, Mr. So has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  Mr. is a citizen of Canada.

Items 3.

Effective March 31, 2011, John Stewart Jackson, IV sold 455,575 shares of $.003 par value (the "Common Stock"), of Bonso Electronics International Inc. (“Bonso” or the “Issuer”) in a private sale of stock to Anthony So, Bonso’s Chairman and Chief Executive Officer for gross proceeds of One Million One Hundred Thirty Eight Thousand Nine Hundred Thirty Seven Dollars and Fifty cents (USD$1,138,937.50), or $2.50 per share.  The funds used to purchase the shares were personal funds of Mr. So.

Items 4.

Mr. So acquired the shares from Mr. Jackson for investment purposes only.

The Board of Directors of Bonso, of which Mr. So is the Chairman, may in the future consider one or more plans, proposals or transactions, including but not limited to:

(1) various extraordinary transactions, such as a merger, reorganization, including but not limited to a going private transaction, or liquidation;

(2) the purchase, sale or transfer of a material amount of assets of the Company;

(3) a material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;

(4) a change in the present board of directors or management of the Company, including, but not limited to, plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;

(5) any other material change in the Company's corporate structure or business;

(6) the delisting of the Company’s Common Stock from the NASDAQ capital market;

(7) the termination from registration of the Company’s Common Stock;

(8) the offer and sale of additional securities of the Company; and

(9) changes in the Company's memorandum and articles of association or other actions that could impede the acquisition of control of the Company.

Except as discussed below, as of the date of this report, the Board of Directors has not made any plans or considered any proposals or transactions relating to the foregoing but may do so in the future.  

As permitted by law, Mr. So may purchase shares of Common Stock or dispose of any or all of such securities from time to time in the open market, in privately negotiated transactions, or otherwise, depending upon future evaluation of the Company and upon other developments, including but not limited to general economic, stock market conditions and the price of the Company's common stock.

Item 5. Interest in Securities of the Issuer

(a)	As of the date of this Statement, Mr. So beneficially owns 2,432,270shares, or 41% of the Issuer’s Common Stock.  See Notes 1, 2 and 3 above.  This amount includes 350,500 options to acquire shares of Bonso’s Common Stock.
(b)	Mr. So has the sole power to vote or direct the vote and dispose or direct the disposition of 2,432,270shares beneficially of the Issuer’s Common Stock.   Of this amount, Mr. So owns 350,500 options to acquire shares of common stock.
(c)	See Note 2 above.

(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares reported on this Statement.
(e)	Not applicable.

Item 6.  Not Applicable.

Item 7.  Exhibits

99.1           Securities Purchase Agreement between Anthony So and John Stewart Jackson IV effective March 31, 2011

The Reporting Person declares that the filing of this Schedule 13D, as amended from time to time, shall not be construed as an admission by the Reporting Person that she is the beneficial owner, for purposes of Section 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, of any of the securities covered by this report.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Anthony So
Dated:  June 7, 2011	/s/  Anthony So
	Anthony So

EX-99.1

Exhibit 99.1

SECURITIES PURCHASE AGREEMENT

BETWEEN ANTHONY SO

AND

JOHN STEWART JACKSON IV

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into effective the 31st day of March 2011 (the “Effective Date”) by and between Anthony So (the “Purchaser”) and John Stewart Jackson (the “Seller”).  Seller and Purchaser are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

A.           Seller desires to sell all of his right, title and interest in and to 455,575 shares of $0.003 par value par value common stock (“Shares”) of Bonso Electronics International Inc., a British Virgin Islands Business Company located at Unit 1404, 14/F, Cheuk Nang Centre, 9 Hillwood Road, Tsimshatsui, Kowloon, Hong Kong (“Bonso”) to Purchaser for the aggregate amount of One Million One Hundred Thirty Eight Thousand Nine Hundred Thirty Seven Dollars and Fifty cents (USD$1,138,937.50), as set forth in Article One.

B.           Purchaser is willing to purchase such Shares, upon the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the Recitals, which shall be deemed to be a substantive part of this Agreement, and the mutual covenants, promises, agreements, representations and warranties hereinafter set forth, the Parties hereto agree as follows:

ARTICLE ONE

 SALE OF SHARES

On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from Seller, and Seller agree to sell to Purchaser the Shares of Bonso.

1.1 Purchase and Sale.  On the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell and transfer to Purchaser, and Purchaser agrees to purchase and accept from Seller, the Shares owned by Seller for the Purchase Price set forth in Section 1.2 below.

1.2  Purchase Price.  The Purchase Price for the Shares shall be an aggregate purchase price of One Million One Hundred Thirty Eight Thousand Nine Hundred Thirty Seven Dollars and Fifty cents (USD$1,138,937.50), which is hereinafter referred to as the “Purchase Price.”  Seller and Purchaser acknowledge that the Purchase Price for the Shares has been arrived at through arms length negotiations between Seller and Purchaser.

1.3 Payment of Purchase Price.  The Purchase Price shall be paid by Purchaser to Seller upon delivery of the Shares.

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ARTICLE TWO

THE CLOSING

2.1  Closing. The Closing of this transaction shall be effected at the offices of Schlueter & Associates, P.C. (“S&A”), 1050 17th Street, Suite 1750, Denver, Colorado 80265, USA (the “Closing”) at such time as (i) the shares have been delivered to S&A for delivery against the Purchase Price and (ii) the Purchase Price has been delivered to S&A by the Purchaser.  The Closing Date shall be effective March 31, 2011 (the “Closing date”).

2.2           Deliveries at Closing.  At the Closing (i) Purchaser shall deliver One Million One Hundred Thirty Eight Thousand Nine Hundred Thirty Seven Dollars and Fifty cents (USD$1,138,937.50) by wire transfer to S&A; and (ii) Seller shall deliver either (a) stock certificates evidencing the Shares to S&A, duly endorsed for transfer on Bonso’s books or (b) the Shares via a DTC transfer to the brokerage account of S&A to be held in trust for delivery to Purchaser.

ARTICLE THREE

SELLER’S REPRESENTATIONS AND WARRANTIES

Seller hereby represents and warrants, as of the Closing, that each of the representations and warranties contained herein are true and correct:

3.1  Review of Agreement. Seller has thoroughly read this Agreement and has had the opportunity to review this Agreement with a competent legal and/or financial professional advisor of his choice.

3.2 Possible Future Appreciation of Shares.  Seller understands that by transferring the Shares to Purchaser, Seller may be foregoing the possibility of substantial appreciation in the future with regard to the Shares.  Seller has determined, after making the inquiries referred to in this Agreement and after consideration of all material and significant facts relating to Bonso, that the Purchase Price outlined above is reasonable and fair. Seller acknowledges that his determination of value is the result of arms-length negotiations with Purchaser.

3.3  Knowledge of Bonso.  Seller represents that he is a sophisticated investor with knowledge and experience in business and financial matters, that as a member of the Board of Directors of Bonso, he has been given access to full and complete information regarding Bonso and has utilized such access to his satisfaction, or waived the opportunity to do so, for the purpose of obtaining information about and asking questions and receiving answers concerning Bonso.

3.4  Beneficial Owner.  Seller represents that he is the sole record owner of the Shares, which are intended to be sold to Purchaser in this transaction, with absolute right, title and interest to such Shares.  Further, the Shares are owned by Seller free and clear of all options, mortgages, restrictions (other than restrictions under applicable state and federal securities laws), liens, charges, assessments, pledges, security interests, adverse claims, equities, limitations or other encumbrances.  Seller has due and sufficient right and authority to enter into this Agreement and to transfer all of his right, title and interest to and ownership of the Shares to Purchaser on the terms and conditions set forth herein.  Upon Seller’s transfer of the Shares, Purchaser will, as a result, receive good and marketable title to the Shares purchased, free and clear of all liens and encumbrances, subject to applicable state and federal securities laws.

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3.5           Brokerage Fees.  Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement. Seller hereby agrees to indemnify and hold harmless Purchaser from any such fee or charge claimed by any broker or other party claiming to represent Seller as broker or agent.

3.6           Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) to the actual knowledge (“Knowledge”) of the Seller, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party.

3.7           Authorization.  Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.  Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

3.8           Reliance.  Seller understands the significance to Purchaser of the above representations and they are made with the intention that Purchaser may rely upon them.

ARTICLE FOUR

PURCHASER’S REPRESENTATIONS AND WARRANTIES

In order to induce Seller to sell the Shares to Purchaser, Purchaser hereby warrants, represents and covenants to Seller that:

4.1           Review of Agreement.  Purchaser has thoroughly read this Agreement and had the opportunity to review this Agreement with a competent legal and/or financial professional advisor of his choice.

4.2           Authorization.  Purchaser has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms and conditions.  Purchaser does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

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4.3           Possible Future Depreciation of Shares, Accredited Investor and Knowledge of Bonso.  Purchaser understands that he will have the full risk of any depreciation in the value of the Shares and acknowledges that Seller makes no representation of any kind regarding the present or future value of the Shares.

Purchaser further represents that he is an “accredited investor” as such term is defined in Rule 501 adopted under the Securities Act of 1933, as amended (the “Act”) and is a sophisticated investor with knowledge and experience in business and financial matters, that as a member of the Board of Directors of Bonso, he has been given access to full and complete information regarding Bonso, including but not limited to Bonso’s Form 20-F for the fiscal year ended March 31, 2010, and has utilized such access to his satisfaction, or waived the opportunity to do so, for the purpose of obtaining information about and asking questions and receiving answers concerning Bonso.

4.4           Documentation.  Purchaser will execute and deliver to Seller and/or Bonso any document, or do any other act or thing, which Seller and/or Bonso may reasonably request in connection with the acquisition of the Shares.

4.5           Brokerage Fees.  Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement. Purchaser hereby agrees to indemnify and hold harmless Seller from any such fee or charge claimed by any broker or other party claiming to represent Purchaser as broker or agent.

4.6           Securities Laws.  Purchaser is aware that the Shares have not been registered under the Act or the securities act of any state or province and the Shares may not be sold, transferred for value, pledged, hypothecated, or otherwise encumbered in the absence of an effective registration of them under the Act, and/or the securities laws of any applicable state or province or in the absence of an opinion of counsel acceptable to Bonso that such registration is not required under such act or acts.  Purchaser is further aware that the certificates evidencing the Shares, if any, purchased hereunder may include the above-described restrictions.  Purchaser acknowledges that Seller is transferring the Shares pursuant to an exemption from registration under the Act, specifically under the so called Section 4 (1-1/2) exemption, which has been recognized in various releases by the Securities and Exchange Commission, and applicable exemptions from such state or provincial securities acts.

Purchaser further represents that he understands that he may not dispose of or transfer any of the Shares to be acquired pursuant to this Agreement in any manner without first obtaining an opinion of counsel satisfactory to Bonso that such proposed disposition or transfer lawfully may be made without the registration of the Shares for such purpose pursuant to the Act, as then amended, and applicable state or provincial securities laws. Purchaser further represents that he understands that Bonso’s transfer agent will be given “stop transfer” instructions prohibiting the transfer of the Shares in the absence of compliance with applicable securities laws.

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4.7           Investment.   Purchaser represents and warrants that he is acquiring the Shares for his own account and for investment purposes and without the intention of reselling or redistributing the same, that it has made no agreement with others regarding any of the Shares to be purchased pursuant to this Agreement.  Purchaser further represents that he is able to bear the economic risk of an investment in the Shares for an indefinite period of time, and further, could bear a total loss of the investment and not change his standard of living, which existed at the time of such investment.  Purchaser is a sophisticated investor with knowledge and experience in business and financial matters.  Purchaser has knowledge of and been given access to full and complete information regarding Bonso and has utilized such access to his satisfaction, or waived the opportunity to do so, for the purpose of obtaining information about and asking questions and receiving answers concerning Bonso. Purchaser has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding and owning the Shares.  Purchaser hereby represents that he is an Accredited Investor as defined in Rule 501 of Regulation D.

4.8           Non-contravention.  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Purchaser is subject.

4.9           Reliance.  Purchaser understands the significance to Seller of the above representations and they are made with the intention that Seller may rely upon them.

ARTICLE SIX

INDEMNIFICATION

6.1           Seller’s Indemnification. Seller acknowledges that he understands the meaning and legal consequences of the representations and warranties contained above and he hereby agrees to indemnify and hold harmless Purchaser from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of Seller contained in this Agreement, provided that (a) any amounts due under this indemnification shall be limited to theaggregate amount of cash consideration received paidby Purchaser to the Sellerpursuant to Section 1.3 for the Shares sold pursuant to this Agreement.

6.2           Purchaser’s Indemnification. Purchaser acknowledges that he understands the meaning and legal consequences of the representations and warranties contained above and he hereby agrees to indemnify and hold harmless Seller from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of Seller contained in this Agreement, provided that (a) any amounts due under this indemnification shall be limited to theaggregate amount of cash consideration paidby Purchaser to Sellerpursuant to Section 1.3 for the Shares sold pursuant to this Agreement.

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ARTICLE SEVEN

ADDITIONAL PROVISIONS

7.1           Assignment.  Any attempt by Seller or Purchaser to assign any rights, duties or obligations which arise under this Agreement without the prior written consent of the other party shall be void and shall constitute a breach of the terms of this Agreement.

7.2           Notices.  Any notices, request, demand or other communication required or permitted hereunder shall be deemed properly given when personally served in writing or upon delivery if sent via overnight courier to the following address:

If to the Seller:

John Stewart Jackson IV

1955 Sherman Street

Denver, CO  80203

If to Purchaser: 

Anthony So

c/o Bonso Electronics International Inc.

Unit 1404, 14/F, Cheuk Nang Centre

9 Hillwood Road, Tsimshatsui 

Kowloon, Hong Kong 

With a copy to: 

Schlueter & Associates, P.C.

1050 17th Street, Suite 1750

Denver, Colorado 80265

Attn: Henry F. Schlueter, Esq.

Each notice given by registered or certified mail shall be deemed delivered and effective on the date of delivery as shown on the return receipt, and each notice delivered in any other manner shall be deemed to be effective as of the time of actual delivery thereof. Each party may change its address for notice by giving notice thereof in the manner provided above.

7.3  Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Parties, their respective legal representatives, administrators, executors, and successors.

7.4  Governing Law; Jurisdiction and Venue.  This Agreement shall be construed in accordance with the laws of Hong Kong without giving effect to principles of conflicts of laws of such state.  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself or himself and its or his property, to the nonexclusive jurisdiction of the Hong Kong courts in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Hong Kong court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it or he may legally and effectively do so, any objection that it or he may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Agreement in any Hong Kong court.  Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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7.5  Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement.

7.6  Entire Agreement.  This Agreement supersedes all prior written and verbal promises and agreements between the parties as to this subject matter.  This Agreement constitutes the entire agreement between the parties hereto and may be amended, modified or superseded only by a written agreement signed by both parties hereto.

7.7  Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. The signatures of all of the Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or electronic transmission such as a pdf file shall be as effective as executing and delivering this Agreement in the presence of the other Party to this Agreement. This Agreement is effective upon delivery of one executed counterpart from each Party to the other Party.

7.8  Severability.  In case any one or more of the provisions of this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.  Further, any provision found to be invalid, illegal or unenforceable shall be deemed, without further action on the part of the parties hereto, to be modified, amended and/or limited to the minimum extent necessary to render such clauses and/or provisions valid and enforceable.

7.9 Disclosure and Waiver of Conflicts.  The Parties acknowledge and agree that Henry F. Schlueter of S&A, the attorney that prepared this Stock Purchase Agreement did so at the request of Bonso and not at the request of either of the Parties. Further, each of Parties acknowledges that S&A did not represent them in this transaction, and that each Party was separately advised by S&A to retain a competent legal and a competent financial professional advisor of his choice to advise them with respect to the transaction that is the subject of this Agreement.  Notwithstanding the foregoing, the Parties jointly and severally forever waive any claim that the S&A’s representation of Bonso or preparation of this Stock Purchase Agreement constitutes a conflict of interest.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

SELLER

JOHN STEWART JACKSON IV

_______________________________

John Steward Jackson IV

PURCHASER

ANTHONY SO

_______________________________

Anthony So

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