KELSTEAD LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened and held at Salisbury House, Station Road, Cambridge CB1 23LA, on 2nd March 1999, the following Resolutions were duly passed as a Special Resolution, and Ordinary Resolution, a Special and an Ordinary Resolution respectively: “That the Company be wound up voluntarily, and that Shay Lettice be and is hereby appointed Liquidator for the purposes of such winding-up, and that the Liquidator be authorised and instructed, pursuant to section 110 of the Insolvency Act 1986 in consequence of the liquidation of the Company to enter into an agreement and to transfer the Company assets to Covertrade Limited and Lawton Lorne Limited in consideration of the issue of new shares in Covertrade Limited and Lawton Lorne Limited to the shareholders in satisfaction of their respective rights in the Company and that the Company (i) transfer the following properties: 42 Abbeygate Street, Bury St. Edmunds and Unit 4, Lower Brook Street, Ipswich to Covertrade Limited, a person connected (within the meaning of the Companies Act 1985) with David Thomas, a director the Company; (ii) transfer the following properties: Unit B1, Whiting Way, Melebourn; 21-27 (odd numbers) Brunswick Road, Leyton; 10,12, 14 and 16 Lawton Road, Leyton; 61 and 63 Brunswick Road, Leyton; 63 and 65 Huxley Road, Leyton; 107-113 (odd numbers) Huxley Road, Leyton; 101 Leslie Road, Leyton; 562 and 564 High Road, Leyton; and 89 Calderon Road, Leyton, to Lawton Lorne Limited, a person connected (within the meaning of the Companies Act 1985) with Mark Thomas and Robert Thomas, two directors of the Company; upon the terms of the draft section 110 Agreement produced to the Meeting and initialled by the Chairman for the purposes of identification. M. L. Thomas, Chairman