Circular, Board and Adviser Changes -2-

parties; Michael Abrahams, Chairman of the Company; and Sygal Limited, a 
consultant to the Company; have agreed to capitalise loans and fees owed to them 
amounting to, in aggregate GBP1,126,113 (the "Loan Conversions").  The Loan 
Conversions will be effected at the Placing Price. The Directors believe it is 
in the interests of the Company to convert these loan into equity in order to 
reduce the liabilities of the Company. 
 
+--------------------+-----------------------+ 
|                    | Number of new         | 
|                    | Ordinary Shares       | 
|                    | issued pursuant to    | 
|                    | the Loan Conversion   | 
+--------------------+-----------------------+ 
| Jeffrey Morris     | 17,000,000            | 
+--------------------+-----------------------+ 
| Deborah Morris     | 30,000,000            | 
+--------------------+-----------------------+ 
| Leah Morris        | 10,000,000            | 
+--------------------+-----------------------+ 
| Joshua Morris      | 10,000,000            | 
+--------------------+-----------------------+ 
| Sygal Limited      | 4,000,000             | 
+--------------------+-----------------------+ 
| Michael Abrahams   | 4,074,176             | 
+--------------------+-----------------------+ 
|                    |                       | 
+--------------------+-----------------------+ 
| Total              | 75,074,176            | 
+--------------------+-----------------------+ 
 
 
The Loan Conversions above also satisfy any amounts owed to Wamey Limited, a 
company owned by Leah Morris, Joshua Morris and Sygal Limited, by the Company 
such that following the Loan Conversions and the Placing, the Company does not 
expect to have any significant debt outstanding. 
 
The New Ordinary Shares to be issued pursuant to the Loan Conversions constitute 
Related Party Transactions as defined by the AIM Rules for Companies. The 
Directors consider, having consulted with the Company's nominated adviser, 
Daniel Stewart, that the terms of the Loan Conversions are fair and reasonable 
so far as the Shareholders are concerned. 
 
Furthermore, pursuant to the Placing, Jeffrey Morris will subscribe for 
13,333,333 New Ordinary Shares at the Placing Price ("the Subscription") and 
Michael Abrahams will subscribe for 1,333,333 New Ordinary Shares at the Placing 
Price.  Subject to demand for the Ordinary Shares, Jeffrey Morris may consider 
selling a proportion of the Subscription to satisfy investor demand and assist 
with the liquidity of the Ordinary Shares.  In this event, a further 
announcement will be made in compliance with the AIM Rules for Companies.  Any 
Ordinary Shares sold by Jeffrey Morris in the next 12 months will be placed by 
Daniel Stewart. 
 
Immediately following Completion, the Directors will be beneficially interested 
in the following shareholdings in the Company; 
 
+---------------------+---------------------+---------------------+ 
|                     | Number of Ordinary  | Per cent. of the    | 
|                     | Shares              | Enlarged Share      | 
|                     |                     | Capital on          | 
|                     |                     | Admission           | 
+---------------------+---------------------+---------------------+ 
| Michael Abrahams1   | 7,547,672           | 2.49%               | 
+---------------------+---------------------+---------------------+ 
| Jeffrey Morris1     | 79,182,525          | 26.12%              | 
+---------------------+---------------------+---------------------+ 
 
1 This includes Ordinary Shares held directly by each Director and their 
respective wives but does not include any Ordinary Shares held by each 
Director's adult children. In the case of Jeffrey Morris, the shareholding 
includes 173,000 Ordinary Shares held in a pension trust. 
 
CREDITORS TO BE CAPITALISED 
 
The Company announces that it has agreed that approximately GBP30,000 due to 
certain third party creditors of the Company will be settled by the issue and 
allotment to them of (in aggregate) of 2,000,000 New Ordinary Shares. 
 
CONVERTIBLE LOAN STOCK AND LOAN FACILITY 
 
The Company has agreed with Jeffrey Morris that up to GBP200,000 of the 
outstanding indebtedness that will be due to him on Admission be constituted as 
convertible unsecured loan stock (the "Convertible Loan Stock") to Jeffrey 
Morris to provide additional funding to the Company.  The Convertible Loan Stock 
is convertible at the Placing Price into 13,333,333 Ordinary Shares.  Under the 
terms of the Convertible Loan Stock, repayment in cash will only be made prior 
to the first anniversary of Admission in the event that the Board considers the 
Company to have sufficient working capital. A coupon of 3 per cent. per annum 
will be payable on the outstanding Convertible Loan Stock. 
 
In addition, Jeffrey Morris has agreed to provide up to an additional GBP500,000 
drawdown facility (the "Facility") for the purposes of working capital if 
required by the Company in the future. The Company will be required to give one 
month's notice of its intention to drawdown sums under the Facility. Interest 
will be charged on any sums drawn down on the facility at the Bank of England 
base rate plus 3 per cent. 
 
The Convertible Loan Stock and the provision of the Facility constitutes a 
Related Party Transaction as defined by the Aim Rules for Companies. The 
Independent Director considers, having consulted with the Company's nominated 
adviser, Daniel Stewart, that the terms of the Convertible Loan Stock and the 
Facility Agreement are fair and reasonable so far as the Shareholders are 
concerned. 
 
WARRANTS TO BE GRANTED 
 
The Directors have agreed that warrants over Ordinary Shares ("Warrants") will 
be granted to various advisers of the Company and also to Sygal Limited, a 
consultant to the Company and Leah Morris and Joshua Morris, who are all members 
of the Concert Party. Leah Morris and Joshua Morris will each be granted 
5,000,000 Warrants (the "Morris Warrants"). Sygal Limited will be granted 
2,000,000 Warrants (the "Sygal Warrants"). 
 
DETAILS OF THE CVA OF IMJACK SECURE COMMUNICATIONS LIMITED 
 
ImJack Secure Communications Limited, the main trading subsidiary of the Company 
has significant liabilities which are greater than its assets and is therefore 
insolvent.  In order to facilitate the Proposals, it is necessary for ImJack 
Secure Communications Limited to enter in to a CVA.  It is expected that, 
subject to the approval of the creditors of ImJack Secure Communications Limited 
being granted to the CVA, its debts will be extinguished. Should creditors not 
agree to this arrangement, then the directors of ImJack Secure Communications 
Limited will have no alternative but to place ImJack Secure Communications 
Limited into liquidation. The Directors believe that the CVA is in the best 
interests of the Shareholders and creditors. It is expected that a meeting of 
ImJack Secures creditors will be held on 27 May 2010. 
 
Under the CVA the creditors of ImJack Secure Communications Limited will, in 
aggregate, be offered a total of GBP100,000 which will be divided amongst 
creditors of ImJack Secure Communications Limited who make a claim within three 
months of the date of the CVA being approved.  Although by far the most 
significant creditor, on the terms of the CVA, the Company's debt owed by ImJack 
Secure Communications Limited will be capitalised into shares in ImJack Secure 
Communications Limited. Therefore the Company will not participate in the 
proposed cash distribution. 
 
The funds to be divided amongst creditors of ImJack Secure Communications 
Limited on the terms of the CVA will be funded out of the proceeds from the 
Placing. 
 
CURRENT TRADING AND PROSPECTS 
 
The Company has secured approval from the Department for Children, Schools and 
Families ("DCSF") for all schools applying for redesignation through the SSAT to 
be offered the ImJack platform. Each re-designating school taking up this 
platform will be entitled to a GBP15,000 credit towards GBP25,000 of matched 
funding from the DCSF. The remaining GBP10,000 required from the school can be 
raised through the use of various modules on the ImJack platform such as 
careers' advice or mentoring. Through the JD Connect Acquisition, the Company 
will have agreed a Memorandum of Understanding (an "MOU") with SSAT to start 
promoting this programme as soon as possible.  The Directors believe there are 
1,000 schools applying for redesignation through the SSAT in 2010. 
 
The participating schools installing the ImJack platform are expected to pay 
ImJack GBP7200 per year for a three year service level agreement which includes 
storage and support and maintenance thus creating recurring revenues for the 
Company. 
 
The Company is anticipating that revenues from this programme will start during 
the current schools' summer term. In addition the Company has installed the 
platform in 436 schools  free of charge and has started discussions with those 
schools with a view to them paying for a three year service agreement. 
 
The Directors are confident that after a number of false starts that the Company 
has now reached a point where it has visibility of revenues and a clear 
understanding of the opportunities available to it. 
 
 
THE TAKEOVER CODE 
 
Ordinarily, the issue and allotment of new Ordinary Shares under the Proposals 
would give rise to certain considerations in relation to those deemed to be 
acting in concert (the "Concert Party") under the Takeover Code and would 
trigger an obligation on the Concert Party to make a general offer to 
shareholders for the entire issued share capital of the Company pursuant to Rule 
9 of the Takeover Code. 
 
Under Rule 9 of the Code, when a person acquires an interest in shares which 
(when taken together with shares in which he and persons acting in concert with 
him are interested) carry 30 per cent. or more of the voting rights of a company 
subject to the Code, such person (or persons acting in concert) would usually be