Resolutions for Winding-up

-3.52692750.723785EX1 1LFInsolvency Act 1986The City of Exeter2003-03-142003-03-26The Borough of Torbay-3.54408750.457447TQ2 6QJCompanies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at The Livermead House Hotel, Torquay TQ2 6QJ, on 14 March 2003, the following Special Resolutions were duly passed: “That the Company be wound up voluntarily, that Ian Best of Ernst & Young LLP, Broadwalk House, Southernhay West, Exeter EX1 1LF, be and hereby is appointed Liquidator for the purposes of such winding-up, that the Articles of Association be and are hereby altered in accordance with section 9 of the Companies Act 1985 to include the provisions of Regulation 117 of table 1 of the Companies (Tables A-F) Regulations 1985, that the Liquidator be authorised to exercise any powers necessary to achieve an arrangement under section 110 of the Insolvency Act 1986, and that the Company’s name be changed to Albert Road Properties Ltd, though it should be noted that during the Liquidation the former name of the Company will have to be quoted on notices and correspondence.” P J C Reade, Chairman