WATCHFAVA LIMITED

TILKENCASAL LIMITED

MARTINS GARAGE AND TRANSPORT (WALSALL) LIMITED

TRANSPORT AND GENERAL FINANCE (MIDLANDS) LIMITED

RUGES LIMITED

RUGEP LIMITED

At an Extraordinary General Meeting of the above-named Companies, convened, and held at 100 Dudley Road East, Oldbury, Warley, West Midlands B69 3DY, on 3rd January 2001, at 12.30 p.m., the following Resolutions were duly passed, as a Special Resolution, as Ordinary Resolutions, and as an Extraordinary Resolution, and as Ordinary Resolutions respectively: “That the Companies be wound up voluntarily, and that Gerald Clifford Smith and Michael John Hore, of RSM Robson Rhodes, Centre City Tower, 7 Hill Street, Birmingham B5 4UU, be appointed as Joint Liquidators for the purpose of such winding-up, and that the remuneration of the Joint Liquidators be £1,000 plus disbursements plus VAT or as provided in the letter to the Board, dated 28th November 2000, if greater, and that the Joint Liquidators may, as appropriate, divide among the Members of the Company in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members, and that the Joint Liquidators act jointly and severally, and that the Joint Liquidators be authorised to destroy any of the Company’s records in their possession as they think fit.” Chairman