Resolution for Winding-Up

Members Voluntary Winding-up

Resolutions

Resolutions of

Company Number: SC135971

SEFTON PROPERTY COMPANY LIMITED

Registered in Scotland

Company Number: SC151864

SCARBOROUGH DEVELOPMENT COMPANY (WEST) LIMITED

Registered in Scotland

Company Number: SC226543

REL (FORSYTH HOUSE) LIMITED

Registered in Scotland

Company Number: SC226544

REL (DUNDAS HOUSE) LIMITED

Registered in Scotland

Company Number: SC226545

REL (CALEDONIA HOUSE) LIMITED

Registered in Scotland

Company Number: SC226542

REL (ARROL HOUSE) LIMITED

Registered in Scotland

Company Number: SC153494

BOROFIELD DEVELOPMENTS (SCOTLAND) LIMITED

Registered in Scotland

Company Number: SC149911

CASTLE TERRACE LIMITED

Registered in Scotland

Company Number: SC147998

SCARBOROUGH PROPERTY COMPANY (EDINBURGH) LIMITED

Registered in Scotland

At an Extraordinary General Meeting of the above-named Companies, duly convened at Scarborough Property Company Plc, Forsyth House, Alpha Business Park, Monks Cross, York YO32 9LD, on 21 January 2005, the following Resolutions were passed: Number 1 as a Special Resolution, Number 4 as an Extraordinary Resolution, the others as Ordinary Resolutions:

(1)  That the Companies be wound up voluntarily.

(2)  That Tim Alan Askham, of Mazars LLP, Merchant Exchange, Whitworth Street West, Manchester M1 5WG, be appointed Liquidator for the purpose of such winding-up.

(3)  That the Liquidator be authorised to draw remuneration on a time cost basis but in accordance with the engagement letter.

(4)  That the Liquidator be authorised to distribute in specie.

Mr P Richardson, Chairman

21 January 2005.