GOLDS SHOE BAR EXPRESS LIMITED

(formerly Factory Shoes Direct Ltd) At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at The Bonnington Hotel, 92 Southampton Row, London W.C.1, on 12th December 2000, the following Resolutions were duly passed as an Extraordinary Resolution and as an Ordinary Resolution respectively: “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 Jonathan Sinclair, of Sinclair Harris, Pride House, Rectory Lane, Edgware, Middlesex HA8 7LG, be and he is hereby appointed Liquidator for the purposes of such winding-up.” W. Gold, Director