ENS (U.K.) LIMITED

I, the undersigned, being the sole Member of the above-named Company for the time being having a right to attend and vote at General Meetings, hereby pass the following Resolutions in accordance with section 391A of the Companies Act 1995, as inserted by section 113 of the Companies Act 1999, as a Special Resolution, an Ordinary Resolution and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily, and that K. S. Chalk and N. J. Dargan, of Stonecutter Court, 1 Stonecutter Street, London EC4A 4TR, be and are hereby appointed Joint Liquidators of the Company, and that the remuneration of the Liquidators be fixed by reference to the time properly given by the Liquidators and their staff in attending to matters arising in the winding-up and that the Liquidators be and are hereby authorised to distribute to the Member in specie or in kind the whole or any part of the assets of the Company, and that the Liquidators be and are hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1996, to exercise the powers laid down in Part 1 of Schedule 4 of the said Act.” Enserch E & C Holdings, Inc. 13th December 1999.