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FFastFill PLC
Acquisition of Exchange Systems Technology Limited and Placing of 78,571,428 new Ordinary Shares

CONFIDENTIAL

FFastFill plc (“FFastFill” or the “Company”, AIM:FFA), a leading provider of application services to the global derivatives community, announces its intention to acquire EST and raise approximately £5.5 million by way of a placing.

The Company has also today announced its preliminary results for the year to 31 March 2007 , reporting full year revenue growth of 27.6 per cent. to £6.1 million.

Highlights

• FFastFill has made an offer to acquire Exchange Systems Technology Limited (“EST”) for a maximum consideration of £4.8 million to be satisfied in cash and by the issue of up to 8,571,429 Consideration Shares.

• KBC Peel Hunt has placed 78,571,428 Placing Shares under an underwritten placing to raise approximately £5.5 million at a price of 7 pence per share.

• The Directors believe that the acquisition of EST has compelling strategic and financial logic for both companies and represents an attractive opportunity to expand FFastFill's product set and accelerate its growth.

• The principal benefits of the Acquisition are as follows:

  •  Broader product range and enhanced service offerings
  •  Wider sales opportunities
  •  Substantial savings
  •  Enhanced earnings per share

• EGM to approve an increase of the Company's authorised share capital and authorise the Directors to allot the Placing Shares and the Consideration Shares, to be held at the offices of KBC Peel Hunt on 28 June 2007 at 9:30a.m.

Certain definitions apply throughout this announcement and your attention is drawn to the table at the end of this announcement where these definitions are set out in full.

Keith Todd, Executive Chairman & CEO, said:

“The acquisition of EST is a transformational transaction that will accelerate FFastFill's growth and fulfil an important strategic requirement by combining FFastFill's front office capability with EST's back-office solutions. This will enable FFastFill to provide customers with the choice of a fully integrated front to back application service for electronic trading of exchange traded derivatives, CFDs and especially LME products.”

For further information:

FFastFill plc
Keith Todd 020 7665 8930

KBC Peel Hunt 020 7418 8900
Oliver Scott/James Bryce

Introduction

FFastFill has today made a conditional offer to acquire the entire issued share capital of EST for a total maximum consideration of £4.8 million (free of debt and net of cash generated on the exercise of options), which is to be satisfied through the payment of £4.2 million in cash on completion and the allotment of up to 8,571,429 Consideration Shares. The cash element of the consideration will be funded by a placing of 78,571,428 Placing Shares, underwritten by KBC Peel Hunt, representing 21.3 per cent. of the Enlarged Share Capital, at a placing price of 7 pence per Ordinary Share.

The Company has also today announced its preliminary results for the year ended 31 March 2007 and it is expected that a copy of the Annual Report and Accounts will be sent to Shareholders by the end of July 2007.

EST has developed a modern back office system, called “Eclipse”, which addresses the needs of exchange traded derivatives markets. The system also has equity, CFD, bonds, FX and metal markets capability. EST has over 30 customers using at least one of its products, 24 of whom receive the product on a ‘software as a service' basis.

The functionality of EST's products meets many of FFastFill's strategic requirements in respect of back office functionality and will allow FFastFill to offer customers a full ‘front to back' office capability which is expected to assist FFastFill in addressing the needs of the emerging market for multi asset class trading. The Directors also believe that there will be opportunities to sell each of FFastFill's and EST's product sets to the others customer base. In addition, FFastFill expects to be able to make annual cost savings of approximately £0.5 million as a result of the significant savings and benefits arising from the combination of EST's business with its own.

The Directors believe that the Acquisition will have a neutral effect on FFastFill's earnings per share for the year ended 31 March 2008 (before exceptional costs) and that it will enhance earnings per share in the year ending 31 March 2009 . 1

KBC Peel Hunt has agreed, as agent for the Company, to use its reasonable endeavours to procure subscribers for or itself subscribe for all the Placing Shares at the Placing Price under the terms of the Placing.

In order to protect the Company's potential eligibility for EIS and VCT status, the Placing will be effected in two stages. The EIS Placing Shares and VCT1 Placing Shares are being placed (“ the Stage 1 Placing ”) with investors who may seek relief under the EIS and VCT legislation and are expected to be admitted to trading on AIM on 29 June 2007 . The VCT2 Placing Shares and the Non Qualifying Placing Shares are being placed (“t he Stage 2 Placing ”) with other investors and are expected to be admitted to trading on AIM , along with the Tranche 1 Consideration Shares, one business day later on 2 July 2007. The Company offers no certainty with regard to the Company's suitability for and qualification for VCT and EIS relief. The Stage 2 Placing is conditional on admission of the EIS Placing Shares and VCT1 Placing Shares to trading on AIM. The Stage 1 Placing is not conditional on admission of the VCT2 Placing Shares and the Non Qualifying Placing Shares to trading on AIM.

Information on EST

EST was established in 1995 and has since developed and built the “Eclipse” back office system for use in exchange traded derivatives markets and a span margining engine called “MarginClick”. In 2005, it acquired SAM for approximately £300,000.

The Eclipse system provides centralised clearing and settlement services for a wide range of asset types, including, bonds, equities, exchange traded derivatives, metals, foreign exchange, CFDs, and commodity swaps. Trades and cash flows for different asset types can be processed within one client account. All asset types can be consolidated onto a single client statement and all asset types share the integral double entry accounting functions of the system.

The SAM system provides an equities and bonds settlement and custody system for internet, institutional and private client stockbrokers, custodians, market-makers, and proprietary traders. SAM operates in the electronic book entry market, providing double entry control for securities as well as cash. It supports high ‘straight through processing' rates and interacts with both front office systems and external custodians such as CREST.

EST's software uses an Oracle data-base and utilizes elements of Java software. It has been modularised so it can be made available either on a component-based offering or product based offering deployed either as an in-house solution, or as a full Application Service Provider (“ASP”) solution.

EST has over 30 customers of which 24 have been signed up on ‘software as a service' contracts. Major customers include SEB, KSF, Standard Bank, Banca Intesa, and Caboto.

In the year ended 31 March 2007 , EST generated revenues of £3.2 million, representing an increase of 50 per cent. over the previous year, and made a loss before tax of £0.2 million. As at 31 March 2007 , EST had gross assets of £1.0 million. EST's current order book for the current financial year to 31 March 2008 amounts to £2.4 million.

EST is based in central London and has a team of 39 staff. To date, EST's primary sales and marketing efforts have been targeted at prospects based in London .

Reasons for the Acquisition

The Board believes that the Acquisition has compelling strategic and financial logic for both companies and represents an attractive opportunity to expand FFastFill's product set and accelerate its growth. The principal benefits of the Acquisition are as follows:

•  Broader product range and enhanced service offerings

FFastFill's current product range is focused on the delivery of front office IT solutions for the exchange traded derivatives market delivered on an ASP basis. Recently, the Company has also begun to address the emerging market for multi asset class trading and currently has end users that trade equities, repos and CFDs, as well as exchange traded derivative products. FFastFill has also established a leading position in metals trading with a significant volume of the LME electronic volume being conducted through FFastFill systems.

FFastFill's current solutions have no back office capability and therefore have to integrate with numerous third party back office systems. EST's back-office software solutions are complementary to FFastFill's current offerings and meet many of FFastFill's strategic requirements in respect of back office functionality for its product suite. The Acquisition will provide FFastFill with a strategic product set significantly earlier and more cost effectively than if the Company were to develop such functionality in-house.

While many customers will continue to acquire back office systems separately from the other components, FFastFill believes that there are important benefits to be achieved for customers in being able to offer a full front to back office capability on an application service basis. These benefits potentially include improved risk management and reduced cost of support operations. FFastFill believes that the initial niche market opportunities for this ‘front to back office' solution may be with firms trading on LME, trading CFDs and, progressively, dedicated multi asset class trading firms.

•  Sales opportunities

EST's marketing strategy has been to concentrate on London based market participants such as exchange traded derivative firms, LME customers, CFD traders and small equity trading firms.

FFastFill believes that there are many customer prospects in this market, and that EST's ability to convert these will be enhanced if it is part of a larger, more financially secure group with a broader product offering. In addition to this, the Directors also believe that with further development, EST's software would be suitable for the international exchange traded derivative market which could be accessed through FFastFill's international marketing team and existing relationships with global investment banks.

The Acquisition will also allow FFastFill to cross-sell a number of its own products to EST's existing customers.

•  Cost synergies

As a result of the combination of the two businesses the Directors expect to be able to make substantial savings in areas such as consolidating FFastFill's and EST's use of data centres and the utilisation of FFastFill's established Prague based operation to assist with EST's product development and administration requirements. Savings from these measures are expected to be in the region of £0.5 million per year.

•  Enhancement in earnings

The Acquisition will assist in accelerating FFastFill's growth. The Directors believe that the Acquisition will have a neutral effect on FFastFill's earnings per share for the year ended 31 March 2008 (before exceptional costs) and that it will enhance earnings per share in the year ending 31 March 2009 . 1

Terms of the Offer and Acquisition

Under the terms of the Offer, FFastFill has offered to acquire 100 per cent. of the EST Shares for a maximum consideration of £4.8 million (free of debt and net of cash generated on the exercise of options). Of this amount, £4.2 million will be payable in cash on completion of the Acquisition, with the balance being satisfied by the issue of up to a maximum of 8,571,429 Consideration Shares to be issued in two tranches.

The Offer will be made by way of, and subject to the terms and conditions set out in, the Offer Document and the Deed of Undertaking. The Offer is made conditionally upon: the acceptance of it by holders of not less that 76 per cent. of the EST Shares, the passing of the Resolutions at the EGM and Admission.

The Tranche 1 Consideration Shares (comprising up to 1,714,286 Ordinary Shares) will be issued upon completion of the Acquisition, pursuant to the terms of the Offer. FFastFill will issue the Tranche 2 Consideration Shares (comprising up to 6,857,143 Ordinary Shares) on the date falling 9 months after the First Settlement Date, conditionally upon there having been no claim outstanding by FFastFill under the terms of the Deed of Undertaking. In the event that a claim has been brought and remains outstanding under the terms of the Deed of Undertaking, the number of Tranche 2 Consideration Shares shall be reduced by a number of Shares with a value equal to the amount of such claim on the basis that each Tranche 2 Consideration Share shall be deemed to have a value equal to the Placing Price.

Statement of Preliminary Results

The Company has today announced preliminary results for the financial year ended 31 March 2007 in which the Company announced significant progress and the achievement of positive EBITDA in respect of the second half of the financial year.

Full year revenue grew 27.6 per cent. to £6.06 million (2005/6 £4.75 million). Application services revenue, of £4.04 million (2005/6 £2.36 million), grew 71 per cent. and now accounts for 66 per cent. of the Company's total revenue. The application services growth offset the reduction in the consultancy revenue that followed the Company's decision to only undertake customer funded developments where it can retain the intellectual property rights in such developments. The Company's revenue growth has been achieved by increasing the average income per customer and increasing the number of global customers to 18 out of a total of over 40 customers. The Company's top 20 customers now account for approximately 90 per cent. of its revenue and the average income per customer has grown to £0.28 million, a growth of 19 per cent.

The EBITDA profit in the year was £0.006 million (compared to a loss in 2005/6 of £2.23 million). This was due to the increase in revenue and a reduction in the operating expenses in the year. The cost reduction was achieved through the restructuring of the customer's business development and service delivery approach along with keeping a tight control on third party costs. The EBITDA in the second half was positive £0.35 million (2005/6 loss £0.38 million).

Reasons for and details of the Placing and use of proceeds

The Placing will raise approximately £5.5 million, assuming completion of both the Stage 1 Placing and the Stage 2 Placing. Of these proceeds, £4.2 million will be used to fund the cash element of the initial consideration due under the terms of the Offer, with the balance being used to defray the costs of the Placing and the Acquisition and to add to the Company's cash reserves for working capital purposes.

Under the terms of the Placing Agreement, KBC Peel Hunt, as agent for FFastFill, has agreed conditionally to use its reasonable endeavours to procure subscribers for, or itself subscribe for, the Placing Shares at 7 pence per share.

The Placing Price of 7 pence per Placing Share is at no discount to the closing middle market price of 7 pence per Ordinary Share on 4 June 2007 , being the last business day before announcement of the Placing, which the Directors consider to be fair and reasonable given the size of the Placing.

The Placing Shares are not being offered to Shareholders on a pre-emptive basis because the Board has concluded, having t aken appropriate advice, that it was not in the best interests of the Company to make such a pre-emptive offer due to the time and cost involved and the necessity to complete the Acquisition successfully in a timely manner.

Enterprise Investment Scheme and Venture Capital Trusts

The Directors believe that the Company will continue to be a qualifying company for the purposes of the EIS and VCT legislation, however they can offer no certainty in this regard.

The Company's advisers have made an application to the HM Revenue Customs seeking provisional assurance that the proposed issue of the EIS Placing Shares, the VCT1 Placing Shares and the VCT2 Placing Shares to certain institutional and other investors will be a qualifying investment for the purposes of EIS investors and that the Company will be a “qualifying company” for the purposes of investments by VCTs. The Directors intend to obtain such assurance from HM Revenue Customs prior to the EGM.

The continuing availability of EIS relief and the status of the relevant Placing Shares as a qualifying holding for VCT purposes will be conditional, inter alia, on the Company continuing to satisfy the requirements for a qualifying company throughout the period of three years from the date of the investor making his investment (under EIS), and, for VCT purposes, throughout the period the Ordinary Shares are held as a "qualifying holding". Neither the Company nor the Directors make any warranty or give any undertaking that relief will be available in respect of any investment in the Placing Shares, nor do they warrant or undertake that the Company will keep its qualifying status throughout the relevant period or that, once given, such relief will not be withdrawn.

Investors considering taking advantage of any of the reliefs under the EIS or available to VCTs should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances.

Admission of the Placing Shares is expected to occur in two tranches:

• Firstly, the EIS Placing Shares and the VCT1 Placing Shares on 29 June 2007 ; and

• Secondly, the VCT2 Placing Shares and the Non Qualifying Placing Shares (along with the Tranche 1 Consideration Shares) on 2 July 2007 .

The Placing has been structured this way to allow the first tranche of EIS Placing Shares and VCT1 Placing Shares to be eligible as qualifying investments under EIS and the Company to constitute a "qualifying company" for the purposes of investments by VCTs.

The Company offers no certainty with regard to the Company's suitability for and qualification for EIS relief.

Conditions to the Placing

The Placing is conditional, inter alia, upon:

• the Offer becoming unconditional in accordance with its terms, save for Admission;
• all Resolutions being passed at the EGM; and
• VCT qualifying relief being obtained in respect of the VCT Placing Shares.

In addition:

• each of the Stage 1 Placing and the Stage 2 Placing is conditional on the Placing Agreement not being terminated in accordance with its terms prior to Stage 1 Admission occurring, and on Stage 1 Admission occurring by 29 June 2007 (or such later date as KBC Peel Hunt and the Company may agree, being not later than 12 July 2007); and

• the Stage 2 Placing is also conditional on Stage 2 Admission occurring by 2 July 2007 (or such later date as KBC Peel Hunt and the Company may agree, being not later than 12 July 2007 ).

Settlement and dealings

Applications will be made to London Stock Exchange plc for the Tranche 1 Consideration Shares and the Placing Shares to be admitted to trading on AIM. It is expected that, subject to the passing of the Resolutions at the EGM, Stage 1 Admission, representing the EIS Placing Shares and the VCT1 Placing Shares, will become effective and the shares issued on 29 June 2007 and that Stage 2 Admission representing the VCT2 Placing Shares, the Non Qualifying Placing Shares and the Tranche 1 Consideration Shares will become effective on 2 July 2007.

The Placing Shares and Consideration Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

Extraordinary General Meeting

The Offer is, inter alia, conditional upon approval of shareholders at the EGM to be held at the at the offices of KBC Peel Hunt Ltd, 111 Old Broad Street, London, EC2N 1PH on 28 June 2007 at 9:30 a.m. of resolutions to increase the Company's authorised share capital and authorise the Directors to allot the Placing Shares and the Consideration Shares.

Circular

The circular containing information of the Offer and Placing including EGM details is being posted today to shareholders. A copy of the circular can be downloaded from http://www.ffastfill.com.

Timetable

• Latest time and date for receipt of Forms of Proxy : 9:30 a.m. on 26 June 2007
• Extraordinary General Meeting : 9:30 a.m. on 28 June 2007
• Admission and commencement of dealings in the EIS Placing Shares and VCT 1 Placing Shares : 8.00 a.m. on 29 June 2007
• Admission and commencement of dealings in the VCT 2 Placing Shares, the Non Qualifying Placing Shares and the Tranche 1 Consideration Shares,: 8.00 a.m. on 2 July 2007

FORWARD LOOKING STATEMENTS

This announcement may contain forward-looking statements, including, without limitation, statements containing the words “believes”, “anticipates”, “expects”, and similar expressions. Such forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such forward-looking statements in this announcement to reflect future events or developments.

The Placing Shares referred to in this announcement have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States except pursuant to an exception from, or a transaction not subject to, the requirements of the US Securities Act. There will be no public offer of the Placing Shares in the United Kingdom , United States of America or elsewhere.

APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information

1. Eligible Participants

This Appendix, including the terms and conditions of the Placing set out below, is directed only at persons who are FSMA Qualified Investors and who fall within the category of persons set out in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or are high net worth companies within the meaning set out in Article 49 of the Order or are otherwise permitted to receive it.

In this Appendix “you” or “Placee” means any person who is or becomes committed to subscribe for Placing Shares under the Placing.

Members of the public are not eligible to take part in the Placing.

2. Overseas jurisdictions

The distribution of this announcement and the Placing and/or issue of ordinary shares in certain other jurisdictions may be restricted by law. No action has been taken by the Company or KBC Peel Hunt that would permit an offer of ordinary shares or possession or distribution of this announcement or any other offering or publicity material relating to such ordinary shares in any jurisdiction where action for that purpose is required. FSMA Qualified Investors who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for ordinary shares in the capital of the Company in the United States , Canada , Japan or Australia or in any other jurisdiction in which such offer or solicitation is or would be unlawful. The Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under the US Securities Act). No public offering of the Placing Shares is being made in the United States . No money, securities or other consideration from any person inside the United States is being solicited pursuant to this announcement or the Placing.

3. Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

KBC Peel Hunt will arrange the Placing as agent for and on behalf of the Company. KBC Peel Hunt will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Each Placee will be required to pay to KBC Peel Hunt, on the Company's behalf, the Placing Price as the subscription sum for each Placing Share agreed to be subscribed by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and KBC Peel Hunt. Each Placee will be deemed to have read this announcement in its entirety. To the fullest extent permitted by law and applicable FSA rules, neither KBC Peel Hunt nor any other KBC Person shall have any liability to Placees or to any person other than the Company in respect of the Placing.

4. Participation and settlement

Participation in the Placing is only available to persons who are invited to participate in it by KBC Peel Hunt .

A Placee's commitment to subscribe for a fixed number of Stage 1 Placing Shares (which number may consist of a fixed number of EIS Placing Shares and/or a fixed number of VCT1 Placing Shares) and/or a fixed number of Stage 2 Placing Shares (which number may consist of a fixed number of VCT2 Placing Shares and/or a fixed number of Non-Qualifying Placing Shares) under the Placing will be agreed orally with KBC Peel Hunt. Such agreement will constitute a legally binding commitment on your part to subscribe for the relevant number(s) of relevant Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's memorandum and articles of association. After such agreement is entered into a written confirmation will be dispatched to you by KBC Peel Hunt confirming the relevant numbers of relevant Placing Shares that you have agreed to subscribe, the aggregate amount you will be required to pay for those Placing Shares and settlement instructions It is expected that such written confirmations will be despatched on the date of this announcement, that the "trade date" for settlement purposes will be 6 June 2007 and the "settlement date" will be on 29 June 2007 for the EIS Placing Shares and VCT 1 Placing Shares and on 2 July 2007  for VCT 2 Placing Shares and the Non Qualifying Placing Shares.

A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned to Jamie Reynolds at KBC Peel Hunt by fax on 020 7972 0112 by 3.00 p.m. on 6 June 2007 .

Settlement of transactions in the Placing Shares (ISIN: GB0002130689 ) will take place within the CREST system, subject to certain exceptions, on a “delivery versus payment” (or “DVP”) basis. You should settle against CREST ID: 546. KBC Peel Hunt reserves the right to require settlement for and delivery of any Placing Shares to any Placees by such other means that it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

If Placing Shares are to be delivered to a custodian or settlement agent, please ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

5. No Prospectus

No prospectus has been or will be submitted for approval by the FSA in relation to the Placing or the Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this announcement and on the terms contained in it.

6. Placing Shares

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares.

Applications will be made for the admission of the Stage 1 Placing Shares and the Stage 2 Placing Shares to trading on AIM . It is expected that Stage 1 Admission will take place, and dealings in the EIS Placing Shares and VCT1 Placing Shares will commence, on 29 June 2007 and that Stage 2 Admission will take place, and dealings in the VCT2 Placing Shares and the Non Qualifying Placing Shares will commence, on 2 July 2007 .

7. Placing Agreement

KBC Peel Hunt has today entered into the Placing Agreement with the Company under which KBC Peel Hunt has, on the terms and subject to the conditions set out in the Placing Agreement, agreed to use its reasonable endeavors as agent of the Company to procure subscribers for (i) the Stage 1 Placing Shares and (ii) the Stage 2 Placing Shares, in each case at the Placing Price and, to the extent it does not so procure subscribers, itself as underwriter to subscribe for the relevant Placing Shares at the Placing Price.

8. Placing conditions

Each of the Stage 1 Placing and the Stage 2 Placing is conditional, inter alia, on (a) the passing of each EGM Resolution, (b) the Offer becoming unconditional (save for any condition as to Stage 1 Admission or to Stage 2 Admission), and (c) the Placing Agreement not being terminated in accordance with its terms, (d) Stage 1 Admission taking place not later than 8.00 a.m. on 29 June 2007 (or such later date and time as the Company and KBC Peel Hunt may agree) , and (e) KBC's obligations under the Placing Agreement in respect of the Stage 1 Placing becoming unconditional in all other respects.

The Stage 2 Placing is also conditional, inter alia, on Stage 2 Admission taking place not later than 8.00 a.m. on 2 July 2007 (or such later date and time as the Company and KBC Peel Hunt may agree). KBC Peel Hunt reserves the right (with the agreement of the Company) to waive or extend the time and or date for the fulfillment of any of the conditions in the Placing Agreement applicable to the Stage 1 Placing and/or the Stage 2 Placing to a time no later than 8.00 a.m. on 12 July 2007 (“the Long Stop Date”).

If any condition in the Placing Agreement applicable to the Stage 1 Placing is not fulfilled or waived by KBC Peel Hunt (with the agreement of the Company) by the relevant time, both the Stage 1 Placing and the Stage 2 Placing will lapse and your rights and obligations pursuant to the Placing shall cease and terminate at such time. If Stage 1 Admission occurs but any condition in the Placing Agreement applicable to the Stage 2 Placing is not fulfilled or waived by KBC Peel Hunt (with the agreement of the Company) by the relevant time, the Stage 2 Placing will lapse and your rights and obligations pursuant to the Stage 2 Placing shall cease and terminate at such time.

The Placing Agreement may be terminated by KBC Peel Hunt at any time prior to Stage 1 Admission in certain circumstances including, inter alia , following a material breach of the Placing Agreement by the Company or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by KBC Peel Hunt whether or not to extend the time for satisfaction of any condition to the Placing Agreement or otherwise in respect of the Stage 1 Placing or the Stage 2 Placing shall be within KBC Peel Hunt's absolute discretion. KBC Peel Hunt shall have no liability to you in the event of any such termination, waiver or extension or in respect of any decision whether to exercise any such right of termination, waiver or extension.

9. Payment default

Your entitlement to receive any Placing Shares will be conditional on KBC Peel Hunt's receipt of payment by the relevant time(s) to be stated in the written confirmation referred to above, or by such later time and date as KBC Peel Hunt may in its absolute discretion determine. KBC Peel Hunt may, in its absolute discretion, waive such condition, and shall not be liable to you in the event of it deciding whether to waive or not to waive such condition.

If you fail to make such payment by the required time for any Placing Shares (1) the Company may release itself (if it decides, at its absolute discretion, to do so) and will be released from all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, KBC Peel Hunt may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, KBC Peel Hunt (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (i) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale, and (4) you shall remain liable to the Company and to KBC Peel Hunt for any loss which it may suffer as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by KBC Peel Hunt for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.

10. Placees' warranties and undertakings to the Company and KBC Peel Hunt

By agreeing with KBC Peel Hunt to subscribe Placing Shares under the Placing you will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and KBC Peel Hunt, in each case as a fundamental term of your application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to you or at your direction, that:

(a) you agree to and accept all the terms set out in this announcement;

(b) your rights and obligations in respect of the Placing, or in respect of the Stage 1 Placing and/or the Stage 2 Placing, will terminate only in the circumstances described in this announcement and will not be capable of rescission or termination by you in any circumstances;

(c) this announcement, which has been issued by the Company, is the sole responsibility of the Company;

(d) you have not been, and will not be, given any warranty or representation in relation to any Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than by the Company as included in this announcement or to the effect that the Company is not now in breach of its obligations under the London Stock's Exchange's AIM Rules for Companies to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;

(e) you have not relied on any representation or warranty in reaching your decision to subscribe Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(f) you are not a customer of KBC Peel Hunt in relation to the Placing and KBC Peel Hunt is not acting for you in connection with the Placing and will not be responsible to you in respect of the Placing for providing protections afforded to its customers;

(g) you have not been, and will not be, given any warranty or representation by any KBC Person in relation to any Placing Shares or the Company or any other member of its Group;

(h) you will pay the full subscription amount as and when required in respect of all Placing Shares allocated to you in accordance with such terms and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with KBC Peel Hunt or put in place with KBC Peel Hunt with its agreement;

(i) you are entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, and the Money Laundering Regulations 2003) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to KBC Peel Hunt such evidence, if any, as to the identity of any person which it may request from you (for the purpose of its complying with such Regulations or otherwise in connection with your participation in the Placing) in the form and manner requested by KBC Peel Hunt on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as KBC Peel Hunt may decide at its sole discretion;

(j) you have complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any “financial promotion” in relation to Placing Shares in contravention of section 21 of FSMA ;

(k) you are a FSMA Qualified Investor or you are a person at or to whom any communication relating to the Company that is a “financial promotion”, as referred to in FSMA, may lawfully be issued, directed or otherwise communicated without the need for such communication to be approved, made or directed by an “authorised person” as referred to in FSMA;

(l) you are acting as principal only in respect of the Placing or, if you are acting for any other person in respect of the Placing (1) you are both an “authorised person” for the purposes of FSMA and a “qualified investor” as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (2) such person is either (i) a FSMA Qualified Investor or (ii) a “client” (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(m) nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any ordinary shares in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(n) you are not, and are not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to you, or any person specified by you for registration as holder, of Placing Shares will not give rise to a liability under any such section;

(o) you will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company or KBC Peel Hunt to contravene any such legislation in any respect;

(p) (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (1) none of the Placing Shares has been or will be registered under the US Securities Act, (2) none of the Placing Shares may be offered, sold, taken up or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act, (3) you are not within the United States and you are not a US person, (4) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (5) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (6) you will not be subscribing Placing Shares with a view to resale in or into the United States, and (7) you will not distribute any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(q) KBC Peel Hunt may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other KBC Person or any person associated with any KBC Person to do so;

(r) time is of essence as regards your obligations under this Appendix;

(s) you shall indemnify and hold each of the Company and KBC Peel Hunt harmless, on an after tax basis, from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by you of the terms in this Appendix;

(t) this Appendix and any contract which may be entered into between you and KBC Peel Hunt and/or the Company pursuant to it or the Placing shall be governed by and construed in accordance with the laws of England, for which purpose you submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and KBC Peel Hunt shall have the right to bring enforcement proceedings in respect of any judgment obtained against you in the courts of England and Wales in the courts of any other relevant jurisdiction ; and

(u) nothing in this Appendix shall exclude any liability of any person for fraud on its part. All times and dates in this announcement are subject to amendment at the discretion of KBC Peel Hunt, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date. None of your rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall effect any of your obligations in respect of the Placing.

Definitions

This statement should not be taken to imply that the earnings per share of FFastFill for the years ending 31 March 2008 or 31 March 2009 will be higher than for the year ending 31 March 2007 or that the earnings per share for FFastFill for the year ending 31 March 2009 will be higher than for the year ending 31 March 2008.

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