We certify this to be a true copy of the original Freeth Cartwright LLP Pade 2758595 7 DATED [I< 2009 Taw var (1) FIDUCIA GROUP LIMITED (2) HENRY DAVIDSON DEVELOPMENTS LIMITED AGREEMENT TO CANCEL INDEBTEDNESS FRIDAY Di "2009 COMPANIES HOUSE Cumberland Court 80 Mount Street Nottingham NG1 6HH United Kingdom DX 10039 Nottingham 1 Direct fax: +44 (0)845 634 9803 Switchboard: +44 (0)115 936 9369 www. freethcartwright.co.uk THIS AGREEMENT IS ENTERED INTOON [X TAWvany =— 2096 q BETWEEN: (1) the Lender FIDUCIA GROUP LIMITED Company Number: 04649568 Registered Office: 4" Floor, City Gate East, Tollhouse Hill, Nottingham, NG1 5FS (2) the Borrower HENRY DAVIDSON DEVELOPMENTS LIMITED Company Number: 2758555 Registered Office: 4" Floor, City Gate East, Tollhouse Hill, Nottingham, NG1 5FS BACKGROUND (A) This Agreement is supplemental to facilities made available by the Lender to the Borrower in the amount of £1,331,504.32 resulting from the novation of the obligations of a loan payable by the Borrower to Paul John Construction (Leicester) Limited to the Lender on 22 December 2008 (such amount being the “Loan"). (B) The parties wish to cancel the amount of £1,331,000 of the Loan in return for the issue of redeemable preference shares by the Borrower to the Lender. OPERATIVE PROVISIONS 1. CANCELLATION OF LOAN 1.1. Subjectto the Borrower complying with the terms of Clause 1.2, the Lender agrees to irrevocably cancel the amount of £1,331,000 of the Loan (being £1,331,000 and such amount (including any interest accrued thereon) shall no longer be repayable or incur interest (such cancellation being the “Debt Cancellation”). 1.2. In consideration of the Lender allowing the Debt Cancellation, the Borrower undertakes to issues 1,331,000 £1 redeemable preference shares as created under a special resolution date (Nafoq (the “Preference Shares”) to the Lender within 5 days of the date of this Agreement. 1.3. If the Borrower fails to comply with the terms of Clause 1.2 above, the parties agree that the Debt Cancellation shall not be deemed to have occurred. (03188/00000331/6878058 "2. DIVIDEND The parties agree that in return for the issue of the Preference Shares by the Borrower to the Lender, the Lender agrees that no dividend payable in respect of the Preference Shares will fall due until 31 December 2010. Those dividends accruing to the Preference Shares prior to such date shall continue to accrue and be payable on 31 December 2010. 3. THIRD PARTY RIGHTS 3.1. A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. 3.2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement. 4. GOVERNING LAW 4.1, This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction over any claim or matter or to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings may be brought in such courts. 1319810000033 148876058 " SIGNED by HENRY DAVIDSON DEVELOPMENTS LIMITED acting by [ Po ane COL Bourdon. veveaee Director SIGNED by FIDUCIA GROUP LIMITED dD y Tr acting by [ ] YJ TC seeteaeseass Director (0319870000033 146876058