MILLENNIUM VENTURE HOLDINGS LIMITED

We, the undersigned, being the sole Member of the Company, agree in accordance with section 381A of the Companies Act 1985, to the following Resolution as a Special Resolution: “That it has been proved to the satisfaction of the sole shareholder of the Company that the Company cannot, by reasons of its liabilities, continue its business and that it is advisable to wind up the Company and accordingly that the Company be wound up voluntarily and that Malcolm Cohen and Antony David Nygate, of the firm of BDO Stoy Hayward, be appointed as Joint Liquidators for the purpose of such winding-up, to act jointly and severally.” For and on behalf of Machine Vision Holdings Inc. 7 March 2003.