ST MARTHA’S CARE SERVICES LIMITED

We, being all the Members of the Company who, at the date of this Resolution, are entitled to attend and vote at General Meetings of the Company, noting that a statutory declaration of solvency has been made by the Directors pursuant to section 89 of the Insolvency Act 1986, hereby resolve, pursuant to section 381a of the Companies Act 1985, the following to take effect as if they had been passed as Special Resolutions at such a Meeting:   That the Company be wound up voluntarily, and that Alan Thompson of Levy Gee, 9 Portland Road, Edgbaston, Birmingham B16 9HN, be and is hereby appointed Liquidator for the purpose of winding-up the affairs and distributing the assets of the Company, and that the remuneration to be paid to the Liquidator, in addition to the costs, charges and expenses thereof, shall be fixed by the Directors.” A. Doherty, Speechly Bircham Trust Company SA