Resolutions for Winding-up

-1.93536852.471689B16 9PNInsolvency Act 19862001-03-262001-04-06The City of BirminghamCompanies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 39 Newhall Street, Birmingham B3 3DY, on 26th March 2001, the following Special Resolutions were duly passed: “That the Company be wound up voluntarily, and that Gerald Frederick Davis, of Heathcote House, 136 Hagley Road, Birmingham B16 9PN, be appointed Liquidator (“the Liquidator”), for the purposes of such winding-up, that the Liquidator be authorised pursuant to section 110 of the Insolvency Act 1986, to accept shares in Westside Management Holdings Limited (“WMH”) and S.D.S Computer Holdings Limited (“SCH”) as consideration for the sale of the assets of the Company, that in accordance with the provisions of section 320 of the Companies Act 1985, the reconstruction agreement which provides for the sale by the Company of its assets to WMH and SCH, be and is hereby approved, and the Company is hereby authorised to enter into that agreement and carry it into effect, and that in accordance with the provisions of the Company’s articles of association the Liquidator be and is hereby authorised to divide and distribute amongst the Members of the Company as appropriate, in specie or in kind, the whole or any part of the assets of the Company and to determine how such division and distribution should be carried out between the Members.