Resolution for Winding-Up

Minute of an Extraordinary General Meeting of the Members of

BERG ENERGY PRODUCTS LIMITED

held at Unit 6, 5 Munro Road, Stirling on 13 May 2005 at 3.00 pm

In the chair: Andrew Clayson. Present: Members or their representatives per attached attendance sheet. In attendance: Jim Boyd.

The following Resolution was passed as an Extraordinary Resolution:

  “That it has been proven 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.”

The following Resolution was passed as an Ordinary Resolution:

  “That Bruce Cartwright, PricewaterhouseCoopers LLP, Erskine House, 68-73 Queen Street, Edinburgh EH2 4NH be appointed Liquidator of the Company for the purposes of such winding-up.”

Andrew Clayson, Chairman