McKINLAY STRATEGIC SYSTEMS LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Tithebarn Street, Liverpool, on 2nd April 2001, the following Special Resolution was duly passed: “That the Company be wound up voluntarily and that Trevor Nigel Birch and William Scott Martin, of Ernst & Young, 100 Barbirolli Square, Manchester M2 3EY, be and they are hereby appointed Joint Liquidators for the purposes of such winding up and any power conferred on them by law or by this resolution, may be exercised and any act required or authorised under any enactment to be done by them, may be done by them jointly or by each alone.” I. McKinlay Howe, Chairman