LONDON INN HOTELS LIMITED

By Resolutions in writing signed by all the Members of the Company on or before that date (being as valid and effective as if the Resolution had been passed at a General Meeting of the Company duly convened and held) the following Special Resolutions were duly passed: “That the draft Articles of Association to this written Resolution be adopted as the Articles of Association of the Company (the “Articles of Association”) in substitution for and to the exclusion of all existing articles of association, and that the Company be wound up voluntarily and that Edward Terence Kerr of PKF, Pannell House, 159 Charles Street, Leicester LE1 1LD, be appointed Liquidator for the purposes of such winding-up and that the remuneration of the Liquidator for his services in the winding-up be fixed on the basis of the time spent by him and his members of staff plus VAT, together with his reasonable out of pocket expenses and proper disbursements including legal fees and disbursements. Director 5 December 2001.