If you have sold or otherwise transferred all your ordinary shares in the Company, please forward this document

and the form of proxy for use in relation to the Annual General Meeting of the Company, as soon as possible

to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer

was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some

of your ordinary shares in the Company, you should consult with the stockbroker, bank or other agent through

whom the sale or transfer was effected.

Please see the attached explanatory notes for further details on the resolutions to be proposed at the Annual

General Meeting.

Notice of the Annual General Meeting of the Company to be held at the offices of Orrick, Herrington &

Sutcliffe, Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ at 11 am on 21 July 2009 is set out at

the end of this document.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form

in accordance with the instructions printed on the enclosed form. The proxy form must be received not less

than 48 hours before the time of the holding of the Annual General Meeting.

2

Percy Lomax (Executive Chairman) Suite 306

Norman Lott (Finance Director and Company Secretary) 73 Watling Street

Timothy Shilton (Development Director) London

Martin Small (New Projects Director) EC4M 9BJ

Peter Garrod (Non-Executive Director)

Dear Shareholder,

Timothy Shilton and Martin Small will be submitting themselves for re-election by rotation in accordance with

the Company’s Articles of Association.

Biographical details of each of these Directors are contained on pages 14 to 15 of the Company’s annual report

and accounts for the year ended 31 December 2008.

We announced on 12 June 2009 that we had raised £367,185 this year through private placings in a very

difficult but improving market. In view of the Company’s reduced working capital requirements the sums

raised go a long way to satisfying the Company’s need for capital until we reach sustainable profitability.

The existing authorities to allot shares and disapply statutory pre-emption rights which were granted at the

Company’s last Extraordinary General Meeting on 26 March 2009 will expire on the conclusion of the

Company’s Annual General Meeting. As stated in my last letter to Shareholders on 2 March 2006, the Directors

would like to be in a position to consider promptly and effect appropriate funding proposals as and when they

occur. Accordingly, the Directors are now seeking to renew these general authorities.

The Directors are requesting authority to issue up to 10,000,000 new ordinary shares of 0.01p to facilitate

future fundraisings and/or acquisitions of complementary businesses, which represents approximately 37%

of the current issued share capital of the Company. In addition, the Directors are seeking renewal of their

general authorities to issue up to 1,352,000 new ordinary shares of 0.01p each which represents approximately

5% of the current issued share capital of the Company.

Accordingly, Shareholder resolutions are being proposed at the AGM for the purpose of (i) granting the

Directors authority to allot ordinary shares in the amounts and for the purposes discussed above, and

(ii) disapplying pre-emption rights in connection with such allotments.

3

We are also asking Shareholders to approve a number of amendments to our existing Articles of Association,

primarily to reflect the provisions of the Companies Act 2006. An explanation of the main changes between

the proposed and the existing Articles of Association is set out on pages 9 to 11 of this document.

As mentioned above, the Company is seeking to amend its current Articles of Association to permit the

Company to send or supply documents and information to Shareholders in electronic form and via a website.

However, whilst it is appropriate to make these amendments at this time, the Company does not currently

intend to communicate electronically with its Shareholders as the costs of doing so, at least in the short term,

will be higher than the current costs of providing paper communications. The Company will keep this under

review on an on-going basis.

To have the right to attend and vote at the meeting (and also for the purposes of calculating how many votes

a person may cast) a person must have their name entered on the register of members no later than 6 pm on

20 July 2009. Changes to entries on the register after this time will be disregarded in determining the rights

of any person to attend or vote at the meeting.

Explanatory notes on all the business to be considered at this year’s AGM appear on pages 7 and 8 of

this document.

A copy of the proposed new Articles of Association of the Company and a copy of the existing Articles of

Association marked to show the changes being proposed in resolution 11 will be available for inspection

during business hours on any weekday (public holidays excepted) at the registered office of the Company

from the date of this document until the conclusion of the AGM and at offices of Orrick, Herrington & Sutcliffe,

Tower 42, Level 35, 25 Old Broad Street, London, EC2N 1HQ from 15 minutes before the AGM until it ends.

The Directors consider that all the resolutions set out in the Notice of AGM are in the best interests of the

Company and its Shareholders as a whole and recommend that you vote in favour of each of these resolutions,

as each of the Directors intends to do in respect of his own beneficial holding of shares in the Company which

in aggregate amount to 1,356,059 ordinary shares of 0.01p each, representing 5.02% of the Company’s

issued ordinary share capital as at the date of this document.

Yours faithfully,

4

To consider and, if thought fit, to pass resolutions 1 to 8 (inclusive) as ordinary resolutions:

1. To receive and adopt the Directors’ Report, the Auditor’s Report and the Company’s accounts for the year

ended 31 December 2008.

2. To re-appoint Timothy Shilton as a Director of the Company.

3. To re-appoint Martin Small as a Director of the Company.

4. To appoint Mazars LLP as Auditor in accordance with section 489 of the Companies Act 2006 to hold

office until the conclusion of the Annual General Meeting of the Company in 2010.

5. To authorise the Directors to determine the remuneration of the Auditor.

6. THAT, in substitution for any existing and unexercised authorities, the Directors be authorised generally

5

To consider and, if thought fit, to pass resolutions 9 to 11 (inclusive) as special resolutions:

9. THAT, subject to resolution 6 above being duly passed, in substitution for any existing and unexercised

authorities, the Directors be and are hereby generally empowered to allot equity securities (within the

meaning of Section 94(2)) for cash pursuant to the authority conferred by resolution 6 above as if Section

6

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the

register of members of the Company as at 6 pm on 20 July 2009 shall be entitled to attend and vote at this Annual

General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the

relevant register of securities after such time shall be disregarded in determining the rights of any person to attend

or vote at this Annual General Meeting.

2. Any member who is entitled to attend and vote at this Annual General Meeting is entitled to appoint one or more

proxies to exercise all or any of his/her rights to attend, speak and vote at the meeting. To appoint more than one

proxy, additional Forms of Proxy may be obtained by contacting the Registrars or you may photocopy the form. If you

appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or

shares held by you. Please indicate in the box next to the proxy holder’s name the number of shares in relation to

which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction

is one of multiple instructions being given. A proxy need not be a member of the Company. Completion and return

of the Form of Proxy will not preclude a member from attending and voting at this Annual General Meeting. If you

have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment

submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of

the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being

the most senior).

4. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last

before the latest time for the receipt of proxies will take precedence.

5. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST

Proxy Instruction”) must be properly authenticated in accordance with CRESTCo’s specifications and must contain

the information required for such instructions, as described in the CREST Manual. The message must be transmitted

so as to be received by the issuer’s agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified

in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the

timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve

the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable,

their CREST sponsors or voting service providers should note that CRESTCo does not make available special

procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in

relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or,

if the CREST member is a CREST personal member or sponsored member or has appointed a voting service

provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary

to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,

CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular,

to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The

Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the

Uncertificated Securities Regulations 2001.

6. A Form of Proxy is enclosed which to be effective must be completed, signed and received by the Company’s

registrars, Capita Registrars Proxies, PO Box 25, Beckenham, Kent BR3 4BR, no later than 48 hours before the time

of the Annual General Meeting. You can only appoint a proxy using the procedures set out in these notes and in the

notes to the enclosed Form of Proxy.

7. In order to facilitate voting by corporate representatives at the Annual General Meeting, arrangements will be put in

place at the meeting so that (i) if a corporate member appointed the Chairman of the meeting as its corporate

representative with instructions to vote on a poll in accordance with the directions of all of the other corporate

representatives for that member at the meeting, then on a poll those corporate representatives will give voting

directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance

with those directions; and (ii) if more than one corporate representative for the same corporate member attends the

meeting but the corporate member has not appointed the Chairman of the meeting as its corporate representative,

a designated corporate representative will be nominated, from those corporate representatives who attend, who will

vote on a poll and the other corporate representatives will give voting directions to that designated corporate

representative. Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and

Administrators on proxies and corporate representatives – www.icsa.org.uk – for further details of this procedure.

The guidance includes a sample form of representation letter if the Chairman is being appointed as described

in (i) above.

8. In accordance with Section 325 of the Companies Act 2006, the right to appoint proxies does not apply to persons

nominated to receive information rights under Section 146 of the Companies Act 2006. Persons nominated to

receive information rights under Section 146 of the Companies Act 2006 who have been sent a copy of this notice

of meeting are hereby informed, in accordance with Section 149(2) of the Companies Act 2006, that they may have

a right under an agreement with the registered member by whom they were nominated to be appointed, or to have

someone else appointed, as a proxy for this meeting. If they have no such right, or do not wish to exercise it, they

may have a right under such an agreement to give instructions to the member as to the exercise of voting

rights. Nominated persons should contact the registered member by whom they were nominated in respect of

these arrangements

7

The notes on the following pages give an explanation of the proposed resolutions.

Resolutions 1 to 8 are proposed as ordinary resolutions. This means that for each of those resolutions to be

passed, more than half of the votes cast must be in favour of the resolution. Resolutions 9 to 11 are proposed

as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of

the votes cast must be in favour of the resolution.

The Directors are required to lay before the Company at this AGM the accounts of the Company for the

financial year ended 31 December 2008, the report of the Directors and the report of the Company’s Auditors

on those accounts.

Timothy Shilton and Martin Small will be submitting themselves for re-election by rotation in accordance with

The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office

until the next such meeting. Resolution 4 proposes the appointment of Mazars LLP as Auditors of the Company.

Resolution 5 authorises the Directors to determine the Auditors’ remuneration for the ensuing year.

Under section 80 of the Companies Act 1985, Directors require Shareholders’ authority for allotment of shares.

Shareholders last granted such general authority to the Directors at the Extraordinary General Meeting of the

Company held in March 2009. Such authority will expire at the end of this AGM.

In addition, Resolution 6 will be proposed as an ordinary resolution, to authorise the Directors to generally allot

up to 1,352,000 new ordinary shares of 0.01p each which represents approximately 5% of the current issued

share capital of the Company.

Resolution 7 will be proposed as an ordinary resolution, to authorise the Directors to allot up to 10,000,000

new ordinary shares of 0.01p specifically pursuant to any fundraisings by the Company and/or the acquisition

by the Company and/or its subsidiaries of the shares, business and/or assets of a company and/or other legal

entity, which represents approximately 37% of the current issued share capital of the Company.

These authorities will expire on the earlier of 15 months after the passing of the resolutions or on the conclusion

of the AGM of the Company to be held in 2010.

Under the Companies Act 2006, the requirement for a company to have an authorised share capital is abolished

from 1 October 2009. However, under the Companies Act 2006 (Commencement No. 8, Transitional Provisions

and Savings) Order 2008, on this date any existing provisions in the Company’s memorandum of association

are treated as being part of the Company’s articles. In order to allow the Company to take advantage of the

removal of the requirement for an authorised share capital, resolution 8 asks Shareholders to consent to the

removal of this provision as required by the Companies Act 2006 (Commencement No. 8, Transitional

Provisions and Savings) Order 2008. The allotment of shares by the Board will remain subject to the authorities

granted under resolution(s) 6 and 7 (and/or any subsequent authority).

8

Under section 89 of the Companies Act 1985, if the Directors wish to allot any of the unissued ordinary shares

for cash they must in the first instance offer them to existing ordinary Shareholders in proportion to their

ordinary shareholdings. There may be occasions, however, when the Directors will need the flexibility to

finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing ordinary

Shareholders. Shareholders last granted authorities to the Directors to disapply pre-emptive rights at the

Extraordinary General Meeting of the Company held in March 2009. Such authorities will expire at the end of

this AGM and resolutions 9 and 10 seek to renew them.

Subject to the passing of resolution 6, resolution 9 seeks to generally authorise the Directors to allot up to

1,352,000 new ordinary shares of 0.01p on a non pre-emptive basis. Such authority would represent

approximately 5% of the current issued share capital of the Company.

In addition, subject to the passing of resolution 7, resolution 10 seeks to authorise the Directors to allot up to

10,000,000 new ordinary shares of 0.01p on a non pre-emptive basis specifically pursuant to any fundraisings

by the Company and/or the acquisition by the Company and/or its subsidiaries of the shares, business and/or

assets of a company and/or other legal entity. Such authority would represent approximately 37% of the

current issued share capital of the Company.

These authorities will expire on the earlier of 15 months after the passing of the resolutions or on the conclusion

of the AGM of the Company to be held in 2010.

9

The provisions regulating the operations of the Company are currently set out in the Company’s

Memorandum and Articles of Association. The Company’s Memorandum contains, among other things,

the objects clause which sets out the scope of the activities the Company is authorised to undertake.

This is drafted to give a wide scope.

The Companies Act 2006 significantly reduces the constitutional significance of a company’s

memorandum. The Companies Act 2006 provides that a memorandum will record only the names of

subscribers and the number of shares each subscriber has agreed to take in the company. Under the

Companies Act 2006 the objects clause and all other provisions which are currently contained in a

company’s memorandum, for existing companies at 1 October 2009, will be deemed to be contained in

a company’s articles of association but the Company can remove these provisions by special resolution.

Further the Companies Act 2006 states that unless a company’s articles provide otherwise, a company’s

objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason

the Company is proposing to remove its objects clause together with all other provisions of its

Memorandum which, by virtue of the Companies Act 2006, are to be treated as forming part of the

Company’s Articles of Association as of 1 October 2009. Resolution 11 (ii) confirms the removal of these

provisions for the Company. As the effect of this resolution will be to remove the statement currently in

the Company’s Memorandum of Association regarding limited liability, the New Articles also contain an

express statement regarding the limited liability of the Shareholders.

Provisions in the Current Articles which replicate provisions contained in the Companies Act 2006 are in

the main amended to bring them into line with the Companies Act 2006.

Currently, a company can only change its name by special resolution. Under the Companies Act 2006 a

company will be able to change its name by other means provided for by its articles of association. To

take advantage of this provision, the New Articles enable the Directors to pass a resolution to change the

Company’s name with effect from 1 October 2009.

At present if a company wishes to issue redeemable shares, it must include in its articles the terms and

manner of redemption. The Companies Act 2006 enables Directors to determine such matters instead

provided they are so authorised by the articles. The New Articles contain such an authorisation which will

take effect from 1 October 2009. The Company has no plans to issue redeemable shares but if it did so

the Directors would need Shareholders’ authority to issue new shares in the usual way.

The New Articles provide an alternative option for execution of documents (other than share certificates).

Under the New Articles, when the seal is affixed to a document it may be signed by one authorised

person in the presence of a witness, whereas previously the requirement was for signature by either a

Director and the Secretary or two Directors or such other person or persons as the Directors may approve.

The Current Articles permit the Directors to suspend the registration of transfers. Under the Companies

Act 2006 share transfers must be registered as soon as practicable. The power in the Current Articles to

suspend the registration of transfers is inconsistent with this requirement. Accordingly, this power has

been removed in the New Articles.

The Current Articles specify the circumstances in which a Director must vacate office. The New Articles

update these provisions to reflect the approach taken on mental and physical incapacity in the model

articles for public companies produced by the Department for Business, Enterprise and Regulatory Reform.

10

The Current Articles contain provisions regarding the variation of class rights. The proceedings and

specific quorum requirements for a meeting convened to vary class rights are contained in the Companies

Act 2006. The relevant provisions have therefore been removed in the New Articles.

The provisions in the Current Articles dealing with the convening of general meetings and the length of

notice required to convene general meetings are being removed in the New Articles because the relevant

matters are provided for in the Companies Act 2006. In particular an Extraordinary General Meeting to

consider a special resolution can be convened on 14 days’ notice whereas previously 21 days notice was

required. In addition, in line with the Companies Act 2006, references to an “Extraordinary General

Meeting” of the Company will now be replaced with references to a “General Meeting”.

Under the Companies Act 2006 proxies are entitled to vote on a show of hands whereas under the

Current Articles proxies are only entitled to vote on a poll. The time limits for the appointment or

termination of a proxy appointment have been altered by the Companies Act 2006 so that the articles of

association cannot provide that they should be received more than 48 hours before the meeting or in the

case of a poll taken more than 48 hours after the meeting, more than 24 hours before the time for the

taking of a poll, with weekends and bank holidays being permitted to be excluded for this purpose.

Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached

to a different share held by the Shareholder. The New Articles reflect all of these new provisions.

The Companies Act 2006 sets out Directors’ general duties which largely codify the existing law but with

some changes. Under the Companies Act 2006 a Director must avoid a situation where he has, or can

have, a direct or indirect interest that conflicts, or possibly may conflict with the Company’s interests.The

requirement is very broad and could apply, for example, if a Director becomes a Director of another

company or a trustee of another organisation. The Companies Act 2006 allows Directors of public

companies to authorise conflicts and potential conflicts, where appropriate, where the articles of

association contain a provision to this effect. The Companies Act 2006 also allows the articles of

association to contain other provisions for dealing with Directors’ conflicts of interest to avoid a breach

of duty. The New Articles give the Directors authority to approve such situations and to include other

provisions to allow conflicts of interest to be dealt with in a similar way to the current position.

There are safeguards which will apply when Directors decide whether to authorise a conflict or potential

conflict. Only Directors who have no interest in the matter being considered will be able to take the

relevant decision and the Directors will be able to impose limits or conditions when giving authorisation

if they think this is appropriate.

The provision in the Current Articles requiring the Board to keep accounting records has been removed

as this requirement is contained in the Companies Act 2006.

The Current Articles contain provisions dealing with the distribution of assets in kind in the event of the

Company going into liquidation. These provisions have been removed in the New Articles on the grounds

that a provision about the powers of liquidators is a matter for insolvency law rather than the Articles and

that the Insolvency Act 1986 confers powers on the liquidator which would enable it to do what is

envisaged by the Current Articles.

The Companies Act 2006 provides that the powers of the Directors to make provision for a person

employed or formerly employed by the Company in connection with the cessation or transfer to any

person of the whole or part of the undertaking of the Company, may be exercised by the Directors or by

the Company in a general meeting. However, if the power is to be exercised by the Directors, the Articles

of Association must include a provision to this effect. The New Articles provide that the Directors may

exercise this power.

11

The Companies Act 2006 has in some areas widened the scope of the powers of a company to indemnify

Directors and to fund expenditure incurred in connection with certain actions against Directors. In particular,

a Company that is a trustee of an occupational pension scheme can now indemnify a Director against

liability incurred in connection with the Company’s activities as trustee of the scheme. In addition, the

existing exemption allowing a Company to provide money for the purpose of funding a Director’s defence

in court proceedings now expressly covers regulatory proceedings and applies to associated companies.

As the Listing Rules of the UK Listing Authority no longer refer to a distinction between ordinary business

and special business we do not consider it to be appropriate that the Current Articles continue to make

such a distinction in addition to the distinction between ordinary and special resolutions. The provision in

the Current Articles containing a list of resolutions which are deemed to be ordinary business at an

Annual General Meeting has therefore been removed in the New Articles.

Provisions of the Companies Act 2006 which came into force in January 2007 enable companies to

communicate with members by electronic and/or website communications. The New Articles continue to

allow communications to members in electronic form and, in addition, they also permit the Company to

take advantage of the new provisions relating to website communications. The Company will notify the

member (either in writing, or by other permittedmeans) when a relevant document or information is placed

on the website and a member can always request a hard copy version of the document or information.

Generally the opportunity has been taken to bring clearer language into the New Articles and in some

areas to conform the language of the New Articles with that used in the model articles for public

companies produced by the Department for Business, Enterprise and Regulatory Reform.

12