MARCHMAN LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Tait Walker, Bulman House, Regent Centre Gosforth, Newcastle upon Tyne NE3 3LS, on 18th April 2001, the following Resolutions were duly passed as an Ordinary Resolution and as a Special Resolution respectively: “That the Liquidator’s remuneration be fixed by reference to the time properly spent by him and his staff in attending to matters arising to and during the winding-up of the Company and that he be and is hereby authorised to draw such remuneration as he may determine, and that the Company’s statutory books and records be held to the order of the Liquidator, until the expiry of twelve months after the date of dissolution of the Company, when they may be disposed of. That the Company be wound up voluntarily, and that Gordon S. Goldie, of Tait Walker, Bulman House, Regent Centre, Gosforth, Newcastle upon Tyne NE3 3LS, be and is hereby appointed Liquidator for the purposes of the winding-up, and that without prejudice to the generality of Resolution 1 above the Liquidator be and is hereby authorised and directed pursuant to section 110 Insolvency Act 1986, to enter into and give affect to an agreement in the form of the draft attached hereto initialled for the purposes of identification by the Chairman and to be made between the Company, H V Properties Limited, Marchman (2001) Limited and the Shareholders of the Company (“the Shareholders”) for the transfer by the Company acting by the Liquidator of: the properties currently held by Marchman Limited known as the Doncaster Joint Properties to be transferred to H V Properties Limited, in consideration of H V Properties Limited allotting shares to the Shareholders.”