DOZZER LIMITED

We, the undersigned, being all the Members of Dozzer Limited entitled to receive notice of, and to attend and vote at, General Meetings on 26 February 2003, at 9.15 am, hereby pass the following Resolutions as a Special Resolution, as an Ordinary Resolution, as an Extraordinary Resolution and as Ordinary Resolutions respectively, and agree that the said Resolutions shall, pursuant to Regulation 53 in Table A as contained in the Companies (Table A to F) Regulations 1985, for all purposes be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held: “That the Company be wound up voluntarily, that Vivian Murray Bairstow and Nicholas Roy Hood, both of Begbies Traynor, 1 & 2 Raymond Buildings, Gray’s Inn, London WC1R 5NR, being authorised to act as Insolvency Practitioners in relation to the Company be and are hereby appointed as Joint Liquidators, empowered to act jointly and severally, that, in accordance with the provisions of the Company’s Articles of Association, the Joint Liquidators be and they are hereby authorised to divide among the Members in specie all or any part of the assets of the Company, that the Joint Liquidators be authorised to exercise their powers in accordance with Schedule 4, Part 1 of the Insolvency Act 1986, and that the remuneration of the Joint Liquidators be fixed on the basis of time and expenses properly incurred by them and their staff in attending to matters arising in connection with the winding-up, to be drawn at their discretion, and that the Joint Liquidators be authorised to destroy any of the Company’s records in their possession as they think fit.” J P Jenkins and P Brown, Directors