1. GENERAL

1.1 These are the terms and conditions on which Computerwares Limited will carry on investment business on behalf of ("the customer") whose details are provided in section one of the CWL "Trading Account Application Form".

1.2 Where there is any conflict between these terms and any mandatory provision of the Rules then (but to the extent only of the conflict) the relevant provision of the Rules shall apply.

1.3 These terms may be varied from time to time by written notice from CWL to the Customer without prejudice to any outstanding order or transaction or any rights or obligations subsisting at such time.

1.4 All transactions carried out under these terms shall be subject to the rules, conditions, bye-laws, regulations, customs, usages, rulings, and interpretations of the relevant exchange or market and its clearing house (if any) where transactions are executed by any broker used by CWL and to all applicable laws and regulations.

2. SERVICES TO BE PROVIDED

2.1 CWL will arrange for the initiation or execution of transactions in respect of securities, currencies, other investment instruments[made up of shares, options, etc.] (and any interest therein or product derived from them), as may be specifically agreed with the customer.

2.2 CWL currently offers various Investment securities of up to thirty six months and will be an execution only service.

3. CHARGES

CWL's charges will be in accordance with its published schedule of commissions in effect at the time the charges are incurred . Unless otherwise stated, all sums expressed to be payable are exclusive of stamp duty, securities industry levy, value added tax, or other charge of a similar nature which may be payable in connection with the customer's dealings with CWL. Any such duty, levy, tax or other charge shall be for the Customer's account.

4. MONEY HELD FOR THE CUSTOMER

CWL will hold the Customer's money in a client bank account at an approved bank. Where appropriate the Customer's money may be held in a client bank account outside the United Kingdom with an approved bank.

5. SETTLEMENT

Unless CWL is notified by the Customer to the contrary, all amounts which are payable to CWL on the same day and in the same currency and vice versa will be settled on a net basis. Investments purchased through CWL will be registered in its own name, its nominee company, or custodian or any other third party custodian account controlled by CWL and held as collateral hereunder. Such investments will, at all times, be held separately identifiable from the assets of CWL. CWL shall not be entitled to use the Customer's investments to offset any liabilities other than those relating to the Customer's account. The Customer undertakes to notify CWL of any changes in the Customer's name, address, registration or payment details.

In the case of any cheque or draft received by CWL, payments shall not be deemed to have been received until the cheque or draft has been paid and the proceeds of such cheque or draft have been credited to the Customer's account. In the case of payment otherwise than cheque or draft, payments shall not be deemed to have been received until cleared funds for value have been credited to the Customer's account.

6. Interest

CWL shall pay interest on balances in excess of £5000.00 in a client bank account at the rate of 2% or more depending on the prevailing Barclays Bank base rate. Cash held to settle a pending transaction will not receive interest. If the customer does not pay any amount due to CWL when it is due as shown on the relevant contract note, CWL may charge interest at 2% above the prevailing Barclays Bank base rate.

7. RIGHT TO RETAIN THE CUSTOMER'S FUNDS

CWL hereby reserves the right to withhold any money which it owes to the Customer or receives from the Customer or to make withdrawals from money it is holding in the Customer's account in accordance with the client money rules to meet any amounts due to it including, without limitation, fees, interest and commissions due to it (or its agents) together with any VAT, Stamp Duty or other taxes or duties or charges, all of which may be deducted from any money held by CWL on behalf of the Customer, Such deductions may be made without notice to the Customer.

8. POWER OF SALE OVER THE CUSTOMER'S INVESTMENTS

CWL shall have a lien on all the Customer's investments and a right to setoff on all cash balances which it is holding on the Customer's behalf as security for any amounts due from the Customer to CWL or any liabilities which the Customer may have incurred to CWL on any account whatsoever, and howsoever arising.

9. AGENTS

CWL may appoint any person (including without limitation, a person connected or associated with it), as its agent to perform any of the rights, powers or obligations from time to time vested in it or imposed on it and to undertake, as the Customer's agent or otherwise, anything in connection with its services hereunder, on such terms (including, without limitation, power to sub-delegate to any such connected or associated company), as it thinks fit. In performing its services to the Customer, CWL may engage advisors and shall be entitled to act or rely upon the opinion or advice of, or any information obtained from, such advisors and it shall not be responsible for any loss occasioned by such action or reliance.

10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

The Customer hereby represents, warrants and undertakes to CWL:

1) that the Customer has due capacity and is duly authorised to enter into and perform the obligations on the Customer herein set out;

2) that all investments deposited with or transferred to CWL by the Customer will be free from any mortgage, charge, lien or encumbrance whatsoever, unless notified in writing by the customer; and

3) that the source of such investments are strictly from legal activities; and

4) that all information supplied by the Customer to CWL, whether oral or in writing is and will be accurate in all material aspects and the Customer has not withheld and will not omit or withhold any information which would render the information so supplied to be inaccurate in any material aspect.

11. AGGREGATING ORDERS

Orders may be combined with CWL's orders and orders of other customers. By combining the Customer's orders with those of other customers CWL must reasonably believe that the price obtained will be more favourable than if the Customer's order had been executed separately. However, on occasions aggregation may result in the Customer obtaining a less favourable price.

12. INSTRUCTIONS

12.1 In general all instructions to execute transactions should be communicated to CWL by fax, post or e-mail. These must arrive in CWL's possession before CWL can act upon them. CWL shall not be responsible for any delays or inaccuracies in the transmission of orders or other information in the execution of orders due to any cause beyond its reasonable control.

CWL may at its absolute discretion refuse to enter into transactions without prejudice to any rights or obligations between them and the customer.

12.2 CWL may refrain from taking or acting upon any instruction:

1) which might (in CWL's view) involve breach by CWL, its nominee or the Customer or the person giving the instruction on behalf of the Customer of any applicable law, regulation, recognised code of conduct, The Rules or the rules of any Recognised Investment Exchange or Clearing House, or

2) whereby the customer , CWL or CWL's nominee might incur any liability or obligation to any third party (unless the Customer has before hand provided adequate funds to met such liability or obligation.)

12.3 The customer agrees that in all investment business which is executed for or with the Customer by CWL, where the Customer is acting for dealing with its own customer or third party in relation thereto, only the Customer will be a customer of CWL and CWL shall not have any responsibility to or obligation to treat any such third party as its customer unless they agree otherwise in writing.

13. DEFAULT

If at any time:

13.1

1) The Customer (being an individual) dies or a bankruptcy petition is presented against the customer or the customer proposes to enter into an arrangement for the benefits of the Customer's creditors (being a partnership against one or more of the Customer's partners) or (being a company) an order is made or a resolution passed for the Customer's winding up or the customer proposes to enter into an arrangement or composition for the benefit of the Customer's creditors or the Customer seizes or threatens to cease to make payments of the Customer's debts or to carry on the Customer's business, or dispose of any material part of the Customer's undertaking, assets or revenue; or

2) and encumbrancer takes possession or a receiver, trust or other similar officer is appointed in respect of any part of the Customer undertaking, assets or revenues or a distress, execution or other process is levied or enforced or sued out upon or against any property of the Customer, or

3) and an administrator or similar officer is appointed or an administration order is made with respect to the customer over the whole or any part of the Customer's assets or;

4) Any security created by the customer pursuant to this agreement becomes enforceable; or

5) the customer fails to make payment when due or required CWL; or

6) the customer has not, when required by CWL, liquidated any balance on any account the customer may have with CWL; or

7) the customer fails to duly comply with any of these terms then CWL may in its sole discretion and without prejudice to any other claim or right may exercise any or all of its rights listed under paragraph 13.2

13.2 The rights which CWL may exercise on the occurrence of any mentioned in 13.1 above are:

1) to cancel, close out, liquidate transfer or dispose of all or any unperformed orders;

2) to make any necessary purchase to cover short sales on any open contract positions; and

3) to take any action necessary or appropriate to comply with the default rules of any exchange or Clearing House.

13.3 Any purchase, sale or contract entered into or other action taken by CWL pursuant to paragraph 13.2 shall be at such a price and such other terms as CWL may in its absolute discretion think fit.

14. CALCULATIONS

As soon as possible after termination pursuant to paragraph 21, CWL will provide the customer with a statement showing the net amount and how that amount was calculated.

15. DELAY OR OMISSION

Failure or delay by CWL in exercising any of its rights shall not be a waiver or forfeiture of such rights. The rights and remedies provided for in these terms are cumulative and not exclusive of any other rights or remedies provided by law, statute or otherwise. CWL shall not be liable to, or liable to indemnify, the Customer for any failure or omission in the fulfilment of any such duty or obligation of CWL under these terms to the extent that such failure or omission is attributable to Force Majeure.

16. TIME OF THE ESSENCE

In respect of any of the Customers obligations under this agreement or undertaken pursuant hereto time shall be of the essence.

17. ASSIGNMENT

These terms shall be binding upon and shall endure for the benefit of the Customers successors but shall not be assignable except as provided for herein.

18. WHOLE AGREEMENT

These terms, together with other documents and agreements which are to be read and construed together with them shall constitute the whole agreement and shall supersede any previous arrangement between CWL and the Customer relating to the subject matter.

19. SEVERABILITY

If at any time any provision hereof is, or becomes illegal, invalid or unenforceable in any respect by virtue of any other jurisdiction or any rules neither the legality or enforceability of any other provision hereof shall in anyway be affected or impaired thereby.

20. JOINT AND SEVERAL

20.1 Any liability or obligation which the Customer has to CWL where the Customer is a firm or otherwise acting on behalf of more than one person whether or not these terms and any connected document has been returned duly signed shall be deemed to be the joint and several liability or obligation of the partners in that firm or of such persons as aforesaid. The provisions of these terms shall not be terminated or prejudiced or affected by any change in the constitution of such firm or by the death of any one or more of such persons but in the event of such death , notice of termination referred to in paragraph 21 shall be deemed to have been given by the survivors or personal representatives or such persons.

20.2 In the event that customer comprises more than one person:

1) CWL shall be entitled to apply any surplus funds held on Customer's account with CWL to discharge the obligations (of whatsoever nature) of any of the persons comprising Customer hereunto to CWL.

2) the obligations to CWL of the persons comprised in Customer and shall be joint and several.

21. TERMINATION

21.1 Either CWL or the Customer may terminate the relationship between them hereby created by either of them by giving written notice to the other to that effect and termination shall be effective on the demand receipt of such notice and shall be deemed receipt of such notice.

21.2 These terms shall survive termination in respect of any dealing or transaction prior to the date of termination.

22. WAIVERS

Any failure by CWL to insist upon strict compliance with these terms shall not constitute nor be deemed to constitute a waiver by CWL of any of the rights or remedies contained herein. The rights and remedies conferred upon CWL shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise of any other or additional rights.

22. CONFIDENTIALITY

CWL undertakes to keep and treat as confidentiality any information concerning the business, assets, dealings or affairs of the customer, provided that:

1) such undertakings shall not extend to information which is already in the public domain.

22. UNSOLICITED CALLS

The Customer authorises CWL to visit or telephone the Customer to discuss investments without express invitation. While this is designed to increase the effectiveness of the service, a Customer who is categorised as a non private investor will forego certain statutory rights which might otherwise have entitled the Customer to treat transactions entered into as a result of an uninvited call as unenforceable.

22. DEFINITIONS

22.1

"The Act" means the Financial Services Act 1986.

"Force Majeure" means any circumstance which is beyond the reasonable control of CWL.

"Rules" means the rules for the time being of SFA which, for the avoidance of doubt, shall include the exceptions, extensions, notes and qualifications thereto.

"FSA" means the Financial Services Authority.

"LSE" means the London Stock Exchange.

"SFA" means the Securities and Futures Authority Limited.

"LCH" means the London Clearing House Limited.

"ISDA" means the International Swaps and Derivatives Association Inc.

"CWL" means Computerwares Limited.

"Trading Account Application Form" means any necessary form sent with this agreement.

23. LENDING AND PLEDGING COLLATERAL

In signing these terms, the Customer specifically permits CWL to lend to a third party collateral deposited with CWL and such collateral may be used by such third party as collateral for its own obligations. Such collateral registered with a third party will not be in the Customer's name and its identity may be lost which may mean that such collateral is at risk if such third party defaults. In agreeing to collateral being lent to third parties the Customer acknowledges that collateral which is equivalent but not identical to collateral originally deposited with CWL will be returned to the Customer.

These terms shall be governed by and construed in accordance with English Law and be subject to the non exclusive jurisdiction of the English Courts.

24. AGREEMENT

In signing this agreement the customer accepts all the terms of conditions mentioned in and referred by this document.