VADER LIMITED

We, being all the Members of the above-named Company, hereby resolve and agree that the following Resolutions shall take effect as Special Resolutions passed on 2nd November 1998, pursuant to section 381A of the Companies Act 1985:   “That on the recommendation of the Directors the Company be wound up voluntarily for the purposes of reconstruction, and that William Richard Tacon, of One Colmore Row, Birmingham B3 2BD, be and he is hereby appointed Liquidator for the purpose of such winding-up (“the Liquidator”).” W. R.Tacon, Liquidator