SEARS MANUFACTURING AND TRADING LIMITED

We, 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, as a Special Resolution and as an Ordinary Resolution respectively, in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989: “That the Company be wound up voluntarily, that J. R. D. Smith 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 Joint Liquidators be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up.” British Shoe Corporation Limited 9th August 2000.