Introduction

On 12 October 2010, the Company announced that it was in advanced negotiations with a potential new investor in respect of an injection of up to £225,000 of new capital. The new funding is required in order to enable the Company to discharge its liabilities under the CVA, which was approved by creditors and Shareholders in May of this year, and to provide working capital for the foreseeable future.

It is proposed that the new capital will be injected by way of a convertible loan note which, if converted in full, would result in the Lender being interested in more than 50 per cent. of the Company's voting share capital. As such, the capital injection is conditional on the approval of Shareholders of a waiver of Rule 9 of the Takeover Code.

Since the proposed conversion price of the Lender Loan Notes is less than the current nominal value of the Company's share capital, it is also necessary for Shareholders to approve a subdivision of the Company's share capital in order to reduce the nominal value to 0.01p per share.

A circular is being sent to shareholders today to convene a general meeting at 10.00am on 1 November at the offices of Daniel Stewart, 36 Old Jewry, London EC2R 8DD for the purposes of considering and if through fit, passing the Resolutions. The circular also contains the notice of the annual general meeting to be held at 10.00am on 8 November.
Shareholders should be aware that the ability of the Company to retain its admission to AIM is dependent on the Resolutions being passed and further, if any of the Resolutions are not passed then the proposed injection of capital will not proceed and the Company may need to consider commencing liquidation proceedings.

Background to the Rule 9 Waiver

On 26 April 2010, the Company announced that it had posted a circular to Shareholders convening a general meeting for the purpose of considering and, if thought fit, approving the terms of the CVA. This was duly approved by Shareholders at the general meeting on 13 May 2010.

Under the terms of the CVA, the Company's ordinary unsecured creditors agreed to accept a settlement of two pence in the pound. The Directors estimate that the total amount required to discharge the CVA is approximately £55,000.

The Directors have pursued a number of different funding opportunities in recent months but without success. The resignation of the Company's previous nominated adviser on 24 August 2010 placed an additional constraint on the Company by imposing a deadline for any deal to be concluded and for the Company to appoint a new nominated adviser and thus avoid a cancellation of the trading on AIM of the Company's issued share capital.

The Company has agreed with John McKeon (the "Lender") to inject £225,000 in order to enable the Company to discharge the CVA and to provide sufficient working capital to finance the Company for the foreseeable future.

John has spent over fifteen years in stock broking, corporate finance, property and project finance.  He has been a lead manager of private equity and institutional dealing teams successfully raising funds for several Official List, AIM and internationally listed companies.  In addition to co-founding Circle Oil plc in 2003 and acting as an executive director until 2008, he has experience in international mergers and acquisitions, debt re-structuring and corporate advisory services. John also acted as a principal in the management buy-out of US$600 million worth of European infrastructure assets, formerly part of Metro Media Fibre Networks Inc; and in the subsequent reverse take-over by a listed Singaporean group.    John currently works as a consultant for AIM listed The Niche group Plc.

Under the proposed terms of the Lender Loan Notes, the Lender will advance £225,000 to the Company by way of the Lender Loan Notes. The Lender Loan Notes are redeemable in 12 months from the day of the General Meeting and may be converted, in whole or in part, at any time during the period, at the discretion of the Lender, into up to 562,500,000 New Ordinary Shares at a conversion price of 0.04p.

In addition the Lender will be granted warrants over up to a further 562,500,000 New Ordinary Shares, exercisable at 0.5p per New Ordinary Shares, in whole or in part, at any time in the five years following the date of the General Meeting.

Pursuant to the Lender Conversion Agreement, The Lender has agreed to convert £85,538.07 of the Lender Loan Notes into 213,845,175 New Ordinary Shares immediately following the passing of the Resolutions at the General Meeting. This will result in the Lender being interested in 213,845,175 New Ordinary Shares, representing 54.63 per cent. of the Company's Enlarged Share Capital.

The conversion in full of the remaining £139,461.93 of Lender Loan Notes would result in the Lender being interested in aggregate in 562,500,000 New Ordinary Shares, representing approximately 76.01 per cent. of the Company's voting capital, as so enlarged. The exercise in full of the Lender Warrants would result in the Lender being interested in 1,125,000,000 New Ordinary Shares in aggregate, representing 86.37 per cent. of the Company's further enlarged voting capital, assuming that no other warrants or options were exercised.
The Lender Loan Notes are conditional upon the passing of the Resolutions.

Palmdale

Palmdale currently has an outstanding secured debt from the Company of approximately £840,000. Pursuant to the Palmdale Conversion Agreement, Palmdale has agreed to convert £207,509.72 of the Palmdale Debt into 20,750,972 Ordinary Shares, ranking parri passu with the Company's existing Ordinary Shares. These Shares have been issued and application has been made for their admission to trading on AIM which is expected to occur, and dealings commence, at 8.00am on 20 October. Following the issue of these Shares, Palmdale will be interested in 20,750,972 Ordinary Shares, representing 29.99 per cent. of the Company's Issued Share Capital.

Pursuant to the Palmdale Redemption Agreement, Palmdale has also agreed, conditional upon the passing of the Resolutions, for the remaining outstanding secured debt, which will amount to approximately £632,490, to be satisfied by the issue of the Palmdale Debt Shares and the Palmdale Loan Notes. Following the issue of the Palmdale Debt Shares, Palmdale will be interested in 117,383,599 New Ordinary Shares in aggregate, representing 29.99 per cent. of the Enlarged Share Capital.

Palmdale have also indemnified the Company in respect of the final liabilities due for settlement under the terms of the CVA not exceeding £40,000, compared to the Directors' estimate of the final total being £55,000. Since Palmdale are due approximately £20,000 under the CVA, the effect of this indemnity is to limit the Company's liability by reducing the amount to be repaid to Palmdale.

Director Warrants

The Company has entered into a Deed of Warrant, conditional on the passing of the Resolutions, with the Directors, pursuant to which the Directors will receive warrants to subscribe for 11,742,274 New Ordinary Shares, in aggregate, at an exercise price of £0.0004 exercisable for a period of 5 years following the date of the agreement. Daniel Stewart, as the Company's independent adviser consider the terms of the Director Warrants to be fair and reasonable.

Share Capital Subdivision

The conversion price pursuant to the Lender Conversion Agreement is 0.04p. The Act provides that a company may only lawfully issue new shares for a subscription price at or above the nominal value of those shares. In order that the Company may issue shares in respect of the Lender Conversion Agreement and the Lender Warrants, the Company proposes to subdivide each existing Ordinary Share into one New Ordinary Share of 0.01p each and one Deferred Share of 0.99p each.

The New Ordinary Shares will have the same rights as those currently attaching to the Ordinary Shares under the Company's current articles of association, including those relating to voting and entitlement to dividends.

The Deferred Shares will not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid on such shares. Subject to the passing of the Resolutions, the Company will have the right to purchase the Deferred Shares from all Shareholders for a consideration of £1 in aggregate. As such the Deferred Shares effectively have no value. Share certificates will not be issued in respect of the Deferred Shares.

Subject to the Share Capital Subdivision being approved by Shareholders, share certificates for the Ordinary Shares will cease to be valid and new share certificates will be issued on 9 November 2010. In the case of Shareholders whose shares are held through the CREST system, the New Ordinary Shares will be credited to CREST accounts on 2 November 2010. Pending receipt of new certificates, Shareholders will still be able to trade in New Ordinary Shares and transfers of New Ordinary Shares held in certificated form will be certified against the register of members of the Company.

Irrevocable Voting Commitments

The Company has received irrevocable voting commitments from Palmdale and Dexapoint in favour of all of the resolutions. These voting commitments are in respect of 28,839,305 Ordinary Shares, representing 41.68 per cent. of the Company's Issued Share Capital.
Shareholders should be aware that the Proposals are conditional upon the passing of all the Resolutions. If any of the Resolutions is not passed then the proposed injection of capital will not proceed and the Company may need to consider commencing liquidation proceedings. In addition, the continuing appointment of the Company's nominated adviser, without which the Company's admission to AIM may be at risk, is also dependent on the Proposals being implemented.

Trading on AIM in the Company's shares will remain suspended until after the General Meeting.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

If any details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

SHARE CAPITAL SUBDIVISION STATISTICS

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires: