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                                                                          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