N-E-LEARNING.COM LIMITED

(Company Number 03859054)

At a General Meeting of the Members of the above-named Company, duly convened, and held at Baker Tilly Restructuring and Recovery LLP, 5 Old Bailey, London EC4M 7AF, on 13 March 2008, the following Resolutions were duly passed, as a Special Resolution and as an Ordinary Resolution respectively:

“That the Company be wound up voluntarily, that Joint Liquidators be appointed for the purposes of such winding-up, and that Peter John Robertson Souster Consultant to, and Michael David Rollings of Baker Tilly Restructuring and Recovery LLP, 5 Old Bailey, London EC4M 7AF, be and are hereby appointed Joint Liquidators to the Company, to act on a joint and several basis.”

R D Rocklin, Chairman

13 March 2008.