CLARKS DIRECT LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened and held at 90 St Faiths Lane, Norwich NR1 1NE, on 15 May 2003, the following Resolutions were duly 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 that the Company be wound up voluntarily and that Chris Williams of McTear Williams & Wood be and he is hereby appointed Liquidator for the purposes of such winding-up”. P Clark, Director