Resolution for Winding-Up

The Insolvency Act 1986

Company Limited by Shares

Extra-Ordinary Resolution

Pursuant to Section 378(1) of the Companies Act 1985

And 84(1)(c) of the Insolvency Act 1986

PROSYS BUSINESS SOLUTIONS LTD

Passed on 17 November 2006.

At an Extraordinary General Meeting of the above-named Company, duly convened, and held within 375 West George Street, Glasgow G2 4LW, on 17 November 2006, the following Extra-Ordinary Resolution was duly passed:

“That it has been proved to the satisfaction of the meeting that the Company cannot, by reason of its liabilities, continue its business and that the Company be wound up voluntarily”.

The following Ordinary Resolution was duly passed by the meeting:-

“That Annette Menzies of French Duncan, 375 West George Street, Glasgow G2 4LW, be appointed Liquidator for the purposes of such winding-up.”

Charles McSherry, Director