Resolution for Winding-Up

The Insolvency Act 1986 and the Companies Act 1985

Company Limited by Shares

Extraordinary Resolution

(Pursuant to section 378(1) of the Companies Act 1985 and 84(1)(c) and 100 of the Insolvency Act 1986).

GRANYTE PAINTS LIMITED

Company Number: SC014848

Passed 27 January 2005

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened and held at The Courtyard by Marriott Hotel, Olympus Avenue, Tachbrook Park, Leamington Spa CV34 6RJ, on 27 January 2005, the following Resolutions were duly passed, as an Extraordinary Resolution and as an Ordinary Resolution respectively:

1.  “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily.”

2.  “That Paul Finnity and Peter Andrew Blair of Begbies Traynor, Regency House, 21 The Ropewalk, Nottingham NG1 5DU, be and hereby are appointed Joint Liquidators of the Company for the purpose of the voluntary winding-up, and any act required or authorised under any enactment to be done may be done by any one or more persons holding the office of Liquidator from time to time.”

Mr R Cotton, Chairman

Begbies Traynor, Regency House, 21 The Ropewalk, Nottingham NG1 5DU.