MBRANE LIMITED

We, the undersigned, being the Sole Member for the time being of the above-named Company entitled to receive notice of and to attend and vote at General Meetings of the Company hereby pass the following written Resolutions and agree that the said Resolutions shall, pursuant to section 381A of the Companies Act 1985 (as amended), for all purposes be as valid and effective as if the same had been passed at a General Meeting of the Company, duly convened, and held. It is hereby resolved: “That in view of the fact that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, the Company be wound up voluntarily, and that Andrew Conquest and Nick Wood, of Grant Thornton, Grant Thornton House, Melton Street, Euston Square, London NW1 2EP, be appointed Joint Liquidators of the Company for the purposes of the voluntary winding-up, and that any act required to be taken by the Joint Liquidators can be undertaken by either one of them acting independently.” For and on behalf of Centura Software Inc 15 August 2001.