TERMS OF REFERENCE

Constitution

1.   The Board of Directors has resolved to establish an Audit Committee
     of the Board.

Membership

2.   The Committee has been appointed by the Board and consists of two 
       members, Eamonn O'Hare and Lucy Neville-Rolfe (both non-executive). 
      A quorum shall be two  members.

3.   The Board has appointed Eamonn O'Hare as the Chairman of the
      Committee.

Attendance At Meetings

4.   James Barnes,the Chief Executive Officer of the Company; Sharon
      Brown, Finance Director of the Company; and a representative of
      the external auditors may be invited to attend meetings. Other
      Board members also have the right of attendance.  The Committee
      should meet with the external auditors, without executive Board
      members present, if need be.

5.   Sharon Brown shall be the Secretary of the Committee.

Frequency of Meetings

6.   Meetings shall be held not less than three times a year.  The external
     auditors may request a meeting if they consider that one is necessary.

Authority

7.   The Committee has been authorised by the Board to investigate any
      activity within its terms of reference.  It is authorised to seek
      any information it requires from any employee and all employees are 
      directed to co-operate with any request made by the Committee.

8.   The Committee has been authorised by the Board to obtain outside
      legal or other independent professional advice and to secure the
      attendance of outsiders with relevant experience.

Responsibilities

9.   The responsibilities of the Committee shall be:

     a.   to consider the appointment of the external auditor and assess
           independence of the external auditor, ensuring that key partners
           are rotated at appropriate intervals;

      b.   to recommend the audit fee to the Board and pre-approve any
            fees in respect of non audit services provided by the
            external auditor and to ensure that the provision of non audit
            services does not impair the external auditors’ independence 
            or objectivity;

      c.   to discuss with the external auditor, before the audit commences,
            the nature and scope of the audit and to review the auditors’
            quality control procedures and steps taken by the auditor to
            respond to changes in regulatory and other requirements;

      d.   to oversee the process for selecting the external auditor and make
            appropriate recommendations through the Board to the
            shareholders to consider at the AGM;

      e.   to review the external auditor’s management letter and
            management’s response;

      f.   to consider the process of internal audit and whether a separate
           function is necessary;

      g.   to consider management’s response to any major external or
            internal audit recommendations;

      h.   to review the company’s procedures for handling allegations from
            whistleblowers;

      i.   to review management’s reports on the effectiveness of systems
           for internal financial control, financial reporting and risk
           management;

      j.   to review, and challenge where necessary, the actions and
           judgements of management, in relation to the interim and
           annual financial statements before submission to the board,
           paying particular attention to:

            i.       critical accounting policies and practices, and any changes in
                      them
            ii.      decisions requiring a major element of judgement
            iii.     the extent to which the financial statements are affected
                      by any unusual transactions in the year and how they are
                      disclosed
            iv.      the clarity of disclosures
            v.       significant adjustments resulting from the audit
            vi.      the going concern assumption
            vii.     compliance with accounting standards
            viii.    compliance with stock exchange and other legal
                      requirements
            ix.      reviewing the company’s statement on internal control
                      systems prior to endorsement by the Board and to review
                      the policies and process for identifying and assessing
                      business risks and the management of those risks by the
                      company; and

k.   to consider other topics, as defined by the Board.

Reporting Procedures

10.   The Secretary shall circulate the minutes of meetings of the
        Committee to all members of the Board and the Chairman of the
        Committee or, as a minimum, another member of the Committee
        shall attend the Board meeting at which the accounts are approved.

11.   The Committee members shall conduct an annual review of their
         work and these terms of reference and make recommendations to
         the Board.

12.   The Committee’s duties and activities during the year shall be
        disclosed in the annual financial statements.

13.   The Chairman shall attend the AGM and shall answer questions,
        through the Chairman of the Board, on the Audit Committee’s
        activities and their responsibilities

Last Updated: 27th December 2007 12.00pm