Resolutions for Winding-up

-4.25607855.861665G2 5UB2004-03-122004-03-16Insolvency Act 1986Glasgow CityTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk255972441/82

Company No: SC213272

The Insolvency Act 1986

Company Limited by Shares

Extraordinary Resolution

Pursuant to Section 84(1)(c) of the Insolvency Act 1986

NETCLIFF LTD

Passed on 12th March 2004

At an Extraordinary General Meeting of the Members of the above Company, duly convened and held at the offices of Begbies Traynor, 4th Floor, 78 St Vincent Street, Glasgow, G2 5UB, on Friday 12th March 2004 at 10.00am, the following Resolutions were passed (Number 1 as an Extraordinary Resolution and Number 2 as an Ordinary Resolution).

1. That it has been proved to the satisfaction of this Meeting that the company is insolvent and that it is advisable to wind up the same, and, accordingly, that the company be wound up voluntarily.
2. That I. Scott McGregor, Chartered Accountant, of Begbies Traynor (Scotland) LLP, 4th Floor, 78 St Vincent Street, Glasgow, G2 5UB, be appointed as Liquidator until the first meeting to be held as soon as possible in terms of the Insolvency Act 1986.

William Thomson, Director