ULTRASIS - ONWARDS AND UPWARDS

See below:

"5. THAT the authorised share capital of the Company be
increased from £1,401,500 to £1,600,000 by the creation
of 198,500,000 ordinary shares of 0.1 pence each ranking
pari passu in all respects with the existing ordinary shares
of 0.1 pence each in the capital of the Company.
6. THAT:
(i) the Directors of the Company be and are hereby
generally and unconditionally authorised to exercise
all powers of the Company to allot relevant securities
(as defined in Article 90 of the Companies (Northern
Ireland) Order 1986 (“the Order”) of the Company up
to an aggregate nominal amount of £388,283
provided that this authority shall expire (unless
previously renewed varied or revoked by the Company
in general meeting) at the conclusion of the next
Annual General Meeting of the Company save that the
Company may make an offer or agreement before the
expiry of this authority which would or might require
relevant securities to be allotted after such expiry and
the Directors may allot relevant securities in
pursuance of such offer or agreement as if the
authority conferred hereby had not expired;
(ii) subject to such authorities taking effect in accordance
with this Resolution, the authorities conferred by this
Resolution shall be in substitution for any authority
conferred on the Directors pursuant to the said Article
90 prior to 12 January 2006.
SPECIAL RESOLUTION
7. THAT subject to the passing of Resolution number 6 set
out in the Notice of Meeting at which this Resolution is to
be proposed the Directors be and they are hereby
empowered to allot equity securities (within the meaning
of Article 104 of the Order) for cash pursuant to the
authority in that regard conferred on them by paragraph
(i) of Resolution 6 as if Article 99(1) of the Order did not
apply to any such allotment, provided that this power shall
be limited to:
(i) the allotment of equity securities in connection with a
rights issue or a scrip dividend alternative in favour of
ordinary shareholders where the equity securities
respectively attributable to the interests of all ordinary
shareholders are proportionate (as nearly as may be)
to the respective number of ordinary shares held by
them (subject to such exclusions or other
arrangements as the Directors may deem necessary or
expedient in relation to fractional entitlements or legal
or practical problems under the laws of, or
requirements of, any recognised regulatory body or
any stock exchange in any territory);
(ii) the allotment (otherwise than pursuant to subparagraph
(i) above) of equity securities up to an
aggregate nominal value of £116,485;
PROVIDED THAT:
(a) notwithstanding sub-paragraph (ii) of this Resolution,
the power conferred by this resolution shall be limited
(in the case of any allotment made otherwise than
pursuant to sub-paragraph (i) of this resolution to the
allotment of equity securities equal to no more than 10
per cent of the ordinary share capital of the Company
from time to time in issue; and
(b) the power conferred on the Directors by this
Resolution shall expire (unless previously renewed
varied or revoked by the Company in general meeting)
at the conclusion of the next Annual General Meeting
of the Company save that the Company may before
such expiry make an offer or agreement which would
or might require equity securities to be allotted after
such expiry and the Directors may allot equity
securities in pursuance of such offer or agreement as
if the power conferred hereby had not expired.