Preamble

The Audit Committee hereby adopts the following policies and procedures ("Policy") pursuant to the Audit Committee Charter, applicable United States securities laws and the rules and regulations of the Nasdaq National Market ("Nasdaq") and the United States Securities and Exchange Commission ("SEC"). Unless otherwise specified herein, all terms shall have the meanings specified in the applicable rules and regulations of the SEC and Nasdaq:

Policy and Procedures

Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters: Any complaint regarding the Company's accounting, internal accounting controls or auditing matters and any anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters shall be promptly reported to the Company's General Counsel, who shall promptly thereafter provide notice to such other senior management and/or other officers ("Officers") as appropriate. The General Counsel or one or more of such Officers shall also promptly provide detailed information about the complaint to the Chairman of the Audit Committee. Unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, the General Counsel or one or much such Officers shall provide information about the complaint to the Audit Committee at its next regularly scheduled meeting. The General Counsel shall promptly initiate an investigation of the complaint and, with the advice and assistance of the Chief Financial Officer and such other Officers as appropriate, oversee such investigation. Following the investigation of the complaint, the General Counsel or such other appropriate Officers of the Company shall promptly provide detailed information about the investigation to the Chairman of the Audit Committee. Unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, the General Counsel or one or much such Officers shall provide detailed information about the investigation to the Audit Committee at its next regularly scheduled meeting.

Complaints Regarding Code of Business Conduct and Ethics: Except as provided in the preceding paragraph, any complaint of alleged violations of the Code of Ethics shall be promptly reported to the Company's General Counsel or his or her designee. The General Counsel shall promptly provide information about any such complaint to such other senior management as appropriate. The General Counsel or one or more of such Officers shall also promptly provide detailed information about the complaint to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall provide information about the complaint to the Audit Committee at its next regularly scheduled meeting. The General Counsel shall promptly initiate an investigation of the complaint and, with the advice and assistance of such other Officers as appropriate, oversee such investigation.

Following the investigation of the complaint, the General Counsel or such other appropriate Officers of the Company shall promptly provide detailed information about the investigation to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall promptly provide information about the investigation to the Audit Committee at its next regularly scheduled meeting. A summary of all complaints of violations of the Code shall be reported to the Audit Committee at least annually.

Attorney Complaints Regarding Securities Laws and Fiduciary Obligations: Any complaint by attorneys representing the Company of any past, current or imminent material violation of the United States securities law by the Company, material breach of a fiduciary duty under United States law by a director, officer, employee or agent of the Company, or similar material violation of United States law shall be promptly reported to and investigated by the Company's General Counsel. The General Counsel shall promptly provide information about any such complaint to the Chief Executive Officer and such other Officers, as either deems appropriate. The General Counsel or one or more of such Officers shall also promptly provide detailed information about the complaint to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall provide information about the complaint to the Audit Committee at its next regularly scheduled meeting. The General Counsel shall promptly initiate the investigation of the complaint and, with the advice and assistance of such other Officers as appropriate, oversee such investigation. Following the investigation of the complaint, the General Counsel or such other appropriate Officers of the Company shall promptly provide detailed information about the investigation to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall provide information about the investigation to the Audit Committee at its next regularly scheduled meeting.

Documentation and Retention: The Company shall maintain documentation of all complaints of alleged violations of the Company's Code of Ethics, complaints regarding the Company's accounting, internal accounting controls or auditing matters, any anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters and complaints by attorneys representing the Company of material violations of securities laws and fiduciary duties ("Complaints"). The documentation shall include any written submissions provided by the complaining employees or third parties, any other Company documents identified in the Complaint or by the Company as relevant to the Complaint, a summary of the date and manner in which the Complaint was received by the Company and any response by the Company to the Complaint. All such documentation shall be retained by the Company for a minimum of five (5) years from the date of receipt of the Complaint. Confidentiality shall be maintained to the fullest extent practicable depending on the requirements of the investigation.

Non-Retaliation: No adverse action shall be taken against any employee or other individual for making a complaint or disclosing information in good faith under this Policy.

Contact Person:

For any questions regarding this Policy, Mr Roderick Chalmers, Chairman of the Audit Committee, may be contacted directly at *:

In the UK
Address: 5 Rothesay Terrace, EH3 7RY Edinburgh, Scotland
E-mail: redc88@hotmail.com
Tel: +44-131-623 2021
Fax: +44-131-623 1003
Mobile: +44-771-421 2309

In Malta
Address: Devonshire House, Preca Street, Lija, Malta
E-mail: redc88@hotmail.com
Tel: +356-21-442 627
Fax: +356-21-420 150
Mobile: +356-9988 8800

*All fax or hard copy correspondence to Mr Chalmers is to be sent to both the UK and Malta addresses.

For the reporting of any complaints or concerns under this Policy, Mr Adrian Sim, General Counsel, may be contacted directly at: