Use of the IncWise Nominee Shareholder Service is subject to the beneficial owner of the shares (that is, the person who can take the shares) executing a deed containing the terms and conditions below.

THIS DECLARATION OF TRUST is made the …… day of ……… 20….

BETWEEN

(1) IncWise Nominees Limited, a limited liability company incorporated in England and Wales, whose registered office is at Arthur House, Chorlton Street, Manchester M1 3FH (the "Trustee")

(2) [Person beneficially entitled to the shares] of [address] (the "Beneficiary")

RECITALS:

(A) The Trustee is the owner of the shares specified in the Schedule (the "Investments").

(B) The shares specified in the Schedule [are / are not] fully paid up.

(C) The Beneficiary wishes to become the beneficial holder of the Investments and the Trustee is prepared to declare itself Trustee of them on the terms and conditions set out below.

OPERATIVE PROVISIONS:

1 Declaration of trust

The Trustee declares that it holds the Investments and all dividends and interest accrued or to accrue upon the same or any of them upon trust for the Beneficiary and his successors in title and agrees to transfer pay and deal with the Investments and the dividends and interest payable in respect of the same in such manner as he she or they shall from time to time direct.

2 Meetings of shareholders

The Trustee may vote at all or any meetings of shareholders or otherwise which as registered proprietor of the Investments he may attend in such manner as the Beneficiary or his successors in title shall have previously directed in writing and in default of and subject to any such direction at the discretion of the Trustee and further may execute proxies or other documents which shall be necessary or proper to enable a representative of the Trustee to attend and vote at any such meeting in the place of the Trustee; provided however that the Trustee shall not be obliged to attend or vote at any meetings or to appoint ant proxy to do so.

3 Indemnity

The Beneficiary will at all times indemnify and hold harmless the Trustee against all costs, claims, losses, damages, expenses or liabilities which the Trustee may incur by reason of the Investments or any of them being so registered in the name of the Trustee as stated above and in particular will punctually pay all calls and other demands which the Trustee may be or become liable to pay in respect of any shares or securities for which pursuant to any conditional or preferential right offered to the Trustee in respect of the Investments or any of them the Trustee may in its discretion subject as mentioned below think fit to subscribe and all costs and expenses incurred by the Trustee in the execution of the trusts of this deed.

4 Exercise of options etc

If any conditional or preferential right to subscribe for shares or securities in any company or any other option shall be offered to the Trustee as holder of the Investments or any of them or otherwise in respect of them or any call be made upon any shares and securities so offered to and subscribed for by the Trustee or other payment demanded in respect of them the Trustee shall so soon as conveniently may be give notice of such offer call or demand to the Beneficiary and if not less than one week before the expiration of the time allowed for the exercise of such option or making such payment the Trustee shall receive any direction in writing from the Beneficiary and the Beneficiary shall pay or provide for any money required to be paid to comply with such direction the Trustee shall act on such direction but if no such direction shall be received or the money required to be provided for such action shall not be received or sufficient money to the satisfaction of the Trustee shall not be received before the time stated above the Trustee shall act in its discretion in the matter and such action shall be binding on the Beneficiary.

5 Charge for money paid

If the Trustee shall pay any money for calls or other demands in respect of any shares or securities so offered to and subscribed for by the Trustee such money together with interest on it at the Prevailing Rate until payment shall be and remain a charge in favour of the Trustee upon the Investments.

6 Trusts of new shares

The Trustee shall hold all and any shares or securities so offered to the Trustee in respect of the Investments and subscribed for by him upon the trusts and subject to the powers and provisions now declared concerning the Investments as if the same were an accretion to them.

7 Remuneration

During the continuance of the trust now declared the Beneficiary will pay to the Trustee the sum of £150 per Trust Period or part thereof or such higher sum as the Beneficiary may agree from time to time, plus value added tax at the rate then prevailing, payable on the first day of the Trust Period to which it relates, as remuneration for its services as such trustee.

8 New trustee

The power to appoint a new trustee of this deed is vested in the Beneficiary during his or her life.

9 Termination

The Trustee may at any time hereafter give notice in writing to the Beneficiary that the Trustee wishes to transfer the Investments to the Beneficiary upon a date specified therein such date being not earlier than fourteen days after the date on which notice is posted. The Trustee shall thereafter upon the date specified duly execute a transfer or transfers of the Investments and deliver the same to the secretary of the company or companies to which the Investments relate, whereupon the Trustee's obligations hereunder shall absolutely cease and determine but without prejudice to any right of the Trustee hereunder including without limitation its right to an indemnity and its right to remuneration. The Trustee shall further be entitled to payment by the Beneficiary of such amount as was at the date of transfer a charge on the Investments pursuant to clause 5 hereof, together with interest thereon at the Prevailing Rate until payment. The Trustee shall be entitled to remuneration in respect of the Trust Period in which notice expires on a pro rata basis and shall return any overpayment to the Beneficiary forthwith upon ceasing to hold the Investments.

10 Interpretation

In this Deed:

10.1 Any notice to be given to the Beneficiary hereunder may be sent by first class post to the Beneficiary's address stated above or to the Beneficiary's last known address and shall be deemed to have been received two working days later, notwithstanding that the Beneficiary may not be resident in the United Kingdom.

10.2 "Prevailing Rate" means 5% per year above the London Inter Bank Ordinary Rate (calculated on a daily basis and compounded).

10.3 "Trust Period" means a period beginning either on the date hereof or on an anniversary of that date and ending on the date prior to the first anniversary of that date.

11 Governing Law and Jurisdiction

This instrument shall be governed by English law and shall be subject to the exclusive jurisdiction of the Courts of England.

IN WITNESS whereof this Declaration of Trust has been executed as a Deed on the day and date appearing at the top of page 1.

SCHEDULE

Company in which shares held Number and designation of shares

[Executed etc.]

© IncWise Limited 2006