DOWNIN FOUR LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 90 Long Acre, London WC2E 9TT, on 4th September 2000, the following Extraordinary Resolutions were duly passed: “That the Liquidators be authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986 (“The Act”) to exercise the powers specified in Part 1 of Schedule 4 of the Act, namely to pay all Creditors in full and to make compromises with Creditors and Debtors, that the Liquidators be authorised to divide all or such part of the surplus assets of the Company as they shall think fit in specie or kind amongst the Members of the Company, and that in accordance with Rule 4.148A of the Insolvency Rules 1986, the remuneration of the Liquidators and their staff in attending to matters arsing in the winding-up of the Company shall be drawn by him on a time cost basis as and when realisations allow, plus disbursements and VAT.” M. Reed, Chairman