CREST CUISINE LIMITED

We, the undersigned, all Members for the time being of the Company and in attendance at the Extraordinary General Meeting of the Company, held at 37 Moorgate Road, Rotherham, South Yorkshire S60 2AE, on 3rd August 2000, hereby agree: (a) to accept shorter notice of the said Meeting than the period of notice prescribed by section 369(3) of the Companies Act 1985; (b) to consider and, if thought fit, pass the following Special Resolution, Extraordinary Resolution and Ordinary Resolution respectively: “That in accordance with sections 320 to 322 of the Companies Act 1985, the Company does formally approve the disposal of the Company’s stock and assets located at the Stoke depot to David Sampson as detailed in the sale agreement dated 17th July 2000, and that it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily, and that Andrew J. Maybery and Christopher Brown, of Hart Shaw, be and are hereby appointed Joint Liquidators of the Company for the purposes of the voluntary winding-up.” D. Sampson and S. Butt