GIBSON & ASSOCIATES (UK) LIMITED

At an Extraordinary Meeting of the Members of the above-named Company duly convened, and held at 360 West Butterfield Road, Elmhurst, 60126 Illinois, USA on Friday 7 March 2003, the following Resolutions were passed, as an Extraordinary Resolution and as an Ordinary Resolution respectively: “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business and that it is advisable to wind up the same and accordingly the Company be wound up voluntarily, and that James P N Martin and Peter A Blair, of Begbies Traynor, 1 Victoria Square, Birmingham B1 1BD, and Begbies Traynor, Regency House, 21 The Ropewalk, Nottingham NG1 5DU, be and are hereby appointed Joint Liquidators for the purposes of such winding-up.” J B Sharwarko