CARLEE CONTRACTS LIMITED

By written Resolution of all the Members, the following Resolution was passed on 19th April 2001, as an Extraordinary Resolution: “That it has been proved to the satisfaction of the Meeting that this 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, and that Stephen M. Katz, of Acre House, 11-15 William Road, London NW1 3ER, be and is hereby appointed Liquidator of the Company for the purposes of such winding-up.” G. Rumsey, Director