MEMORANDUM OF AGREEMENT:

Scope and Content

1. Griffith Benjamin Morgan, Clarence Hotel, Llandudno.

2. The Great Orme Tramways Company, registered office at Llewelyn Chambers, Llandudno.

Memorandum of agreement re the sale of 100 ordinary shares in G.O.T. to G.B. Morgan and for G.B. Morgan to subsequently be elected a member of the Board of Directors.