SHARE RESTRICTIONS/LOCK-INS AND ORDERLY MARKET AGREEMENTS

In September 2006, as a result of the “reverse acquisition”, Lock-In Agreements were entered into by each of Michael Gurner, Robert Coe, Graham Ashley, Andrew Shepherd and Kieron Harbinson in favour of the Company, CFA and Seymour Pierce Ellis dated 23 August 2006 in terms of which the Michael Gurner, Robert Coe, Graham Ashley, Andrew Shepherd and Kieron Harbinson have undertaken not to dispose or agree to dispose of (a) any ordinary shares or other securities issued by the Company held by them at Admission (the “Initial Shares”) or (b) any interest that they have in any such Ordinary Shares or such other securities or rights arising from any such shares or other securities or attached to any such shares or other securities (“Interest”), at any time prior to the date of publication of the Company’s interim results for the six month period ending 30 September 2007.

They have further undertaken to CFA, Seymour Pierce Ellis and the Company not to dispose of, or agree to dispose of, any Initial Shares or any Interest at any time during the period after the date of publication of the Company’s interim results for the six month period ending 30 September 2007 and prior to the date of publication of the Company’s interim results for the six month period ending 30 September 2008 unless (i) they shall have consulted with Seymour Pierce Ellis and CFA (or the Company’s then nominated adviser if CFA is no longer so appointed) in relation to any such disposal or agreement, and (ii) (unless the disposal is by private arrangement) such disposal is effected through the Company’s broker from time to time (provided the price is the best price reasonably obtainable and the costs and expenses proposed to be charged by such broker are no higher than those charged by other brokers) and in such manner as such broker may require with a view to the maintenance of an orderly market in the shares of the Company.

The Lock-In Agreement further states that to the extent that Andrew Shepherd or Kieron Harbinson acquires any Earn Out Shares they have undertaken not to dispose of any Earn Out Shares or any interest that they have in such Earn Out Shares or such other securities or rights arising from any such shares or other securities or attached to any such shares or other securities at any time prior to the date of publication of the Company’s annual results for the financial year ending 31 March 2009 and have confirmed that the orderly market restriction with respect to disposal of any Earn Out Shares or Interest in such shares on the terms set out in the paragraph above shall apply during the period from issue of such shares to the date of publication of the Company’s annual results for the financial year ending 31 March 2010.

Lock-In Agreements were also entered into at the same time by Scottish Enterprise and Julie Monks-Shepherd, in favour of CFA, Seymour Pierce Ellis and the Company whereby they have undertaken not to dispose of, or agree to dispose of, (a) any ordinary shares or other securities issued by the Company held by them at Admission or (b) any interest that they have in any such Ordinary Shares or such other securities or rights arising from any such shares or other securities or attached to any such shares or other securities, at any time prior to the date of publication of the Company’s interim results for the six month period ending 30 September 2007 unless (i) they shall have consulted with CFA (or the Company’s then nominated adviser if CFA is no longer so appointed) in relation to any such disposal or agreement, and (ii) (unless the disposal is by private arrangement) such disposal is effected through the Company’s broker from time to time (provided the price is the best price reasonably obtainable and the costs and expenses proposed to be charged by such broker are no higher than those charged by other brokers) and in such manner as such broker may require with a view to the maintenance of an orderly market in the shares of the Company.

In addition, these Lock-In Agreements state that to the extent that Scottish Enterprise and Julie Monks-Shepherd acquire further Ordinary Shares in the Company as Earn Out Shares under the terms of the Acquisition Agreement, they have confirmed that the orderly market restriction with respect to disposal of any Earn Out Shares or interest in such shares on the terms set out in the paragraph above shall apply during the period from issue of such shares to the date of publication of the Company’s annual results for the financial year ending 31 March 2009.

The restrictions set out in all of the above detailed Lock-In Agreements shall not prohibit the disposal of or agreeing to dispose of any Initial Shares or any Earn Out Shares in certain specific circumstances including (i) the acceptance of a takeover offer for the Company, (ii) the giving of an irrevocable undertaking to accept a takeover offer, (iii) death, (iv) pursuant to a court order, (v) certain transfers into trusts, or (vi) to fund a claim against the relevant Vendor/Director under the Acquisition Agreement or the Placing Agreement.

There are no other restrictions other than those indicated above.