ESPORTA BRISTOL HEALTH & FITNESS CLUB LIMITED

COOKRIDGE HALL GOLF & COUNTRY CLUB LIMITED

ESPORTA SHEFFIELD HEALTH & FITNESS CLUB LIMITED

ESPORTA MEDWAY HEALTH & FITNESS CLUB LIMITED

DORSET RACQUETS & HEALTH CLUB LIMITED

WARWICKSHIRE RACQUETS & HEALTH CLUB LIMITED

ESPORTA STOKE HEALTH & FITNESS CLUB LIMITED

We, the undersigned, being all of the Members of the Companies entitled for the time being to attend and vote at General Meetings of the Companies, noting the consents to act as Liquidators of the Companies given by Richard Victor Yerburgh Setchim and Timothy Gerard Walsh and the statutory declaration of solvency made by the Directors of the Companies, hereby resolve, pursuant to section 381A of the Companies Act 1985, that the following Resolutions were passed on 28 February 2003, as Written Resolutions having effect, as a Special Resolution, as Ordinary Resolutions, and as Extraordinary Resolutions respectively and agree that the said Resolutions shall for all purposes be as valid and effectual 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 Richard Victor Yerburgh Setchim and Timothy Gerard Walsh, of PricewaterhouseCoopers, Plumtree Court, London EC4A 4HT, be and hereby are appointed Joint Liquidators of the Companies for the purposes of such winding-ups, and any act required or authorised under any enactment to be done by the Joint Liquidators is to be done by all or any one or more of the persons for the time being holding office, that the Joint Liquidators’ fees be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up, including those falling outside of statutory duties, undertaken at the request of the Members and that they be and are hereby authorised to demand such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them as necessary for the conduct of the Liquidation, that in accordance with the provisions of the Company’s Articles of Association, the Joint Liquidators be and hereby are authorised to enter into and carry into effect a reconstruction agreement between (1) Cookridge Hall Golf and Country Club Limited, (2) Esporta Bristol Health & Fitness Club Limited, (3) Esporta Medway Health & Fitness Club Limited, (4) Esporta Sheffield Health & Fitness Club Limited, (5) Esporta Stoke Health & Fitness Club Limited, (6) the Joint Liquidators, (7) Esporta Health Clubs Limited, (8) Riverside Limited and (9) Royal County of Berkshire Racquet and Health Club plc to transfer the entire businesses and assets of the parties listed at (1) to (5) above to Esporta Health Clubs Limited, and that, pursuant to section 165(2)(a) of the Insolvency Act 1986, the Joint Liquidators be authorised to exercise any of the powers specified in Part I of Schedule 4 to the said Act.” For and on behalf of Riverside Limited For and on behalf of the Royal County of Berkshire Racquets and Health Club plc.