Resolution for Winding-Up

ZEABON LIMITED

SPECIAL RESOLUTIONS

At an Extraordinary General Meeting of the Members of the above named company duly convened and held at School House, St Philips Court, Church Hill, Coleshill, Birmingham B46 3AD on 16 November 2005, the following Special Resolutions were duly passed:

That the company be wound up voluntarily and that Phillip Hartland Allen of Baker Tilly, City Plaza, Temple Row, Birmingham, B2 5AF be and is hereby appointed Liquidator for the purposes of such winding up, and that the Liquidator be and is hereby authorised under the provisions of Article 140 of the Insolvency (Northern Ireland) Order 1984 to exercise the powers laid down in schedule 2, Part 1 of the said Act.

That pursuant to Article 20 of the Companies (Northern Ireland) Order 1981, if necessary and appropriate, the Articles of Association of the Company be amended, as necessary to permit the distribution of the whole or any part of the assets of the company in specie or in kind.

That in accordance with the provisions of the company’s articles of association the Liquidator be and is hereby authorised to divide and distribute among the members as appropriate, in specie or in kind, the whole or any part of the assets of the company and to determine how such division and distribution shall be carried out as between the members.

And the following Ordinary Resolution:

That the Liquidator’s remuneration be on the basis of the time necessarily spent by him in the discharge of his duties, such remuneration to be paid as and when funds allow up to a maximum of £1,725, and that any remuneration in excess of this sum, be authorised in meeting before it is drawn.

Dated: 16 November 2005

P W Whale, Chairman

Authenticated for insertion in the “Belfast Gazette” by:

P H Allen, Chartered Accountant

Address: Baker Tilly, City Plaza, Temple Row, Birmingham, B2 5AF

MVL1004B