An Extraordinary General Meeting of the Company is to be held at 10.00 am on Friday 28 March 2003 at which a resolution regarding the Consolidation is to be put to Shareholders.

The Company proposes to consolidate every 1,000 existing Ordinary Shares into one New Ordinary Share.

Benefits of the Consolidation

As part of the Consolidation process the Company intends to delist from Nasdaq as the Directors believe that the Company no longer derives material benefits from the listing or its status as a US reporting company. The consolidation and subsequent delisting should enable the Company to avoid US reporting requirements and also reduce its insurance premiums and other corporate costs. Based on its experience in prior years this would result in savings of approximately $585,000 per annum for the Company.

The Board believes that having an issued share capital of 915,263,039 Existing Ordinary Shares with an aggregate current market capitalisation of under £5 million confuses investors and limits the liquidity and marketability of such shares. The Directors also believe that the Company’s shares should trade within parameters that are generally acceptable to the market and listing authorities.

Effect of the Consolidation

As a result of the consolidation each Shareholder will hold fewer ordinary shares than he/she currently holds, however (ignoring fractions) each Shareholder will retain the same percentage interest in the Company’s issued share capital and therefore his/her percentage ownership of the Company will remain the same. For example someone who currently owns 100,000 shares worth 0.4p each should end up with 100 shares worth £4 each (although we obviously cannot predict what the actual share price will be) i.e. the total investment remains at £400.

It is proposed that any fractional entitlements to New Ordinary Shares will be aggregated and sold for the best price reasonably obtainable. A proportion of the proceeds of sale (net of all costs and expenses) will be paid to each Shareholder who would have been entitled to the fraction unless the net proceeds are less than £3 per entitled Shareholder, in which case the net proceeds will be retained for the benefit of the Company.