TMC PRIVATE PLACEMENTS NO. 1 LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Sir William Atkins House, Ashley Avenue, Epsom, Surrey KT18 5AS, on 26 July 2002, at 11.00 am, the following Resolutions were duly passed, as a Special Resolution, as an Ordinary Resolution, as an Extraordinary Resolution and as an Ordinary Resolution respectively: “That the Company be wound up voluntarily and that Christopher Herron and Jonathan Mark Birch, both of Numerica, 7th Floor, Wettern House, 56 Dingwall Road, Croydon CR0 0XH, be and are hereby appointed Joint Liquidators for the purpose of the voluntary winding-up, and that the Joint Liquidators be and are hereby authorised to distribute, amongst the Shareholders, all or any part of the assets of the Company, and that anything required or authorised to be done by the Joint Liquidators be and are hereby authorised to be done by both or either of them.” R G Baker, Chairman