Resolution for Winding-Up

The Insolvency Act 1986 and the Companies Act 1985

JMC HOLDINGS LIMITED

Company Number: SC171741

Passed on 15 October 2008

At an Extraordinary General Meeting of the members of the company, duly convened and held at Kintail House, Beechwood Business Park, Inverness IV2 3BW on 15 October 2008 the following resolutions were considered and passed:

A.  Special Resolution

“That the Company be wound up voluntarily.”

B.  Ordinary Resolution

  “That Derek Forsyth of Campbell Dallas, Chartered Accountants, be and is hereby appointed Liquidator of the Company for the purpose of the voluntary winding-up.”

C.  Extraordinary Resolution

  “That the remuneration of the liquidator be fixed on the basis of time and expenses properly incurred by him and his staff in attending matters arising in connection with the winding up and that he be entitled to draw such remuneration periodically at his discretion and that the fee be fixed in the region of £3,500 - £4,000 plus VAT and outlays.”

D.  Extraordinary Resolution

  “That the Liquidator may divide among the members of the Company in specie the whole or part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members.”

E.  Ordinary Resolution

  “That the liquidator be and is hereby authorised under the provisions of Section 165(2)(a) to exercise the powers listed in Part 1 of schedule 4 of the Insolvency Act 1986.”

F.  Ordinary Resolution

  “That the liquidator be authorised to destroy any of the company’s records in his possession 15 months after the date of his release.”

There being no other business the meeting was closed.

James M Campbell, Chairman